EXHIBIT 4.1
________________________________________________________

                  __ __ _____ STONE CONTAINER

                  CORPORATION

             AMENDED AND RESTATED CREDIT AGREEMENT

                   Dated as of June 19, 1997

                              with

      THE FINANCIAL INSTITUTIONS SIGNATORY
                     HERETO, BANKERS TRUST
                           COMPANY, as Agent,
                           
                              and

    BANK OF AMERICA NATIONAL TRUST & SAVINGS
                     ASSOCIATION, THE BANK OF NEW
                    YORK, THE BANK OF NOVA
                    SCOTIA,
              CAISSE NATIONALE DE CREDIT
              AGRICOLE,
                  THE CHASE MANHATTAN BANK,
      DRESDNER BANK AG-CHICAGO AND GRAND CAYMAN
              BRANCHES, THE FIRST NATIONAL BANK
              OF CHICAGO,
           THE LONG-TERM CREDIT BANK OF JAPAN,
                       LTD., NATIONSBANK, N.A.,
           THE SUMITOMO BANK, LTD., CHICAGO
                BRANCH and TORONTO DOMINION
                (TEXAS), INC.,
                        as Co-Agents
________________________________________________________

_____ __ __



                    TABLE OF CONTENTS

                            

Page
                            ARTICLE IDEFINITIONS AND
ACCOUNTING TERMS4
     Section 1.1    Definitional Appendix. . . . . .4
     Section 1.2    Accounting Terms; Financial
Statements 4

                        ARTICLE II LOAN PROVISIONS. .5
     Section 2.1    Loan Commitments . . . . . . . . . 5
               (a)  Term Loan. . . . . . . . . . . . ..5
               (b)  Revolving Loans. . . . . . . . . ..5
               (c)  Additional Term Loan . . . . . . ..6
               (d)  Supplemental Revolving Loans  . . .6
               (e)  D Tranche Term Loan. . . . . . . . 6
               (f)  E Tranche Term Loan. . . . . . . ..6
     Section 2.2    Obligations; Notes . . . . . . .  .7
               (a)  Term Loan Obligations. . . . . .  .7
              (b)  Revolving Loan Obligations . . . . .8
              (c)  Swing Line Loan Obligations. . . . .9
              (d)  Additional Term Loan Obligations . .9
               (e)  Supplemental Revolving Loan
               Obligations. .................... 10
               (f)  D Tranche Term Loan Obligations.  11
               (g)  E Tranche Term Loan Obligations. .13
     Section 2.3    Borrowing Options. . . . .       .14
     Section 2.4    Minimum Amount of Each Borrowing .14
     Section 2.5    Notice of Borrowing. . . . . . .. 14
     Section 2.6    Conversion or Continuation . . .  15
     Section 2.7    Disbursement of Funds. . . . . . .16
     Section 2.8    Interest . . .  . . . . . . . . . 17
               (a)  Prime Rate Revolving Loans .. . . 17
              (b)  Eurodollar Rate Revolving Loans.. .18
              (c)  Prime Rate Term Loans. .. . .  . . 18
              (d)  Eurodollar Rate Term Loans . . . ..18
              (e)  Swing Line Loans . . . . . . . .   18
               (f)  Prime Rate Additional Term Loans  18
               (g)  Eurodollar Rate AdditionalTerm
                    Loans . . . . . . . . . . . . . . 19
               (h)  Prime Rate Supplemental Revolving
               Loans............................ 19
                    (i) Eurodollar Rate Supplemental
                    Revolving Loans. . . . . . . 19
               (j)  Prime Rate D Tranche Term Loans . 19
              (k)  Eurodollar Rate D Tranche Term
                    Loans. ........................ . 19
              (l)  Prime Rate E Tranche Term Loans. . 20
              (m)  Eurodollar Rate E Tranche Term
                    Loans  . . .                      20
              (n)  Default Rate Interest. . . . . . . 20
              (o)  Accrual and Payment of Interest. . 20
              (p)  Notification of Rate . . . ..... . 21
              (q)  Maximum Interest . . . . . . . . . 21
              (r)  Reference Banks. . . . . . . . . . 21
     Section 2.9    Interest Rate Adjustments. . . . .21
     Section 2.10   Interest Periods . . . . . . . . .22
     Section 2.11   Swing Line Loans . . . . . . . . .22
               (a)  Swing Line Commitment. . . . .. . 22
              (b)  Procedure for Swing Line Borrowing 22
              (c)  Refunding of Swing Line Loans. ..  23
              (d)  Participation in Swing Line Loans. 23
              (e)  Obligations Unconditional. . . ... 23
     Section 2.12   Letters of Credit. . . . . . . ...24
               (a)  Issuance by Facing Agent . . . .. 24
              (b)  Participation of Revolving Lenders 25
              (c)  Requests for Issuance. . . . . .. .26
              (d)  Reimbursement of Drawings. . . . . 26
              (e)  Failure to Reimburse . . . . . ... 27
              (f)   Letter of Credit Fees . . . . . . 28
               (g)  Reimbursement Obligation
                    Unconditional ................. . 29
               (h)  Increased Costs. . . . . .. . . . 30
              (i)Indemnification. . . . . . . . . . . 31
               (j)  Letter of Credit Beneficiaries. . 31
               (k)  Facing Agent . . .     . .. . . . 32
               (l)  No Indemnification for
                    Certain Acts.... . . ............ 32
 Section     2.13   Increased Costs, Illegality, Etc .32
     Section 2.14   Replacement of Affected Lenders. .35
     Section 2.15   Change of Lending Office . . . . .36
     Section 2.16   Funding Losses . . . . . . . . . .36
     Section 2.17   Pro Rata Borrowings. . . . . . . .37
     Section 2.18   Florence Letters of Credit . . . .38

ARTICLE III TERMINATION OF COMMITMENTS, PREPAYMENTS
AND FEES 38
     Section 3.1       Mandatory Revolving Loan,
                      Supplemental Revolving Loan and
             Swing Line Loan Prepayments and
                    Commitment Reductions. . . .  . . 38
    Section        3.2  Voluntary Prepayments. . .. . 39
Section 3.3    Voluntary Commitment Reductions  . . . 40
Section 3.4    Mandatory Prepayments. . . . . . . . . 42
          (a)  Prepayments From Excess Cash Flow. . . 42
          (b)  Prepayments From Incurrence of
               Indebtedness . . . . . . . . . . . . . 43
          (c)  Prepayments From Asset Sales . . . . . 43
          (d)  Prepayment From Abitibi Sale/
               Monetization . . . . . . . . . . . . . 46
          (e)  Prepayment From Snowflake Sale . . . . 47
Section 3.5    Other Provisions With Respect to the
               Loans. . . . . . . . . . . . . . . . . 47
Section 3.6    Order of Prepayment and Payment. . . . 48
Section 3.7    Commitment Fees. . . . . . . . . . . . 51
Section 3.8    Amendment Fee. . . . . . . . . . . . . 52
Section 3.9    Additional Fees. . . . . . . . . . . . 52
Section 3.10   Agent's Administrative Fee . . . . . . 52
Section 3.11   Payments . . . . . . . . . . . . . . . 52
    ARTICLE IVREPRESENTATIONS AND WARRANTIES 55
Section 4.1    Due Organization and Standing. . . . . 55
Section 4.2    Power and Authority. . . . . . . . . . 55
Section 4.3    Subsidiaries  . . . . . . . . . . . . 56
Section 4.4    No Violation of Agreements . .. . . . 56
Section 4.5    Due Authorization, etc.. . . .. . . . 57
Section 4.6    Indebtedness for Money Borrower . . . 57
Section 4.7    Fiscal Quarters and Year . . .  . . . 58
Section 4.8    Title to and Conditions of Properties.58
Section 4.9    Litigation, Proceedings, Licenses,
               Permits. . . . . . . . . . . . . . . .58
Section 4.10   Governmental Consents, etc. . . . . . 59
Section 4.11   Financial Statements . . .  . . . . . 59
Section 4.12   No Material Adverse Change  . . . . . 61
Section 4.13   Tax Returns and Payments .  . . . . . 61
Section 4.14   Patents, etc.. . . . . . .  . . . . . 61
Section 4.15   ERISA. . . . . . . . . . .  . . . . . 62
Section 4.16   Governmental Regulation. .  . . . . . 63
Section 4.17   Federal Reserve Regulations . . . . . 63
Section 4.18   Transaction Documents. . .  . . . . . 64
Section 4.19   Solvency of the Borrower .  . . . . . 64
Section 4.20   Certain Fees . . . . . . .  . . . . . 64
Section 4.21   Environmental Matters. . .  . . . . . 65
Section 4.22   Disclosure . . . . . . . .  . . . .   65
Section 4.23   Survival of Warranties; Covenant
               Regarding Disclosure . . . . . . . .  66
               ARTICLE V COVENANTS   . . . . . . . . 66
Section 5.1    Affirmative Covenants of the Borrower.66
     5.1.1     Financial Data . . . . . . . . . . . .67
     5.1.2     Discharge of Taxes, etc. . . . . . . .71
     5.1.3     Corporate Existence; Business. . . .  72
     5.1.4     Compliance With Laws . . . . . . . . .72
     5.1.5     Performance of Basic Agreements. . . .72
     5.1.6     Inspection of Books and Properties . .72
     5.1.7     Maintenance of Books and Records . . .73
     5.1.8     ERISA. . . . . . . . . . . . . . . . .73
     5.1.9     Insurance. . . . . . . . . . . . . . .75
     5.1.10    Maintenance of Properties. . . . . . .75
     5.1.11    Use of Proceeds. . . . . . . . . . . .75
     5.1.12    Lender Meeting . . . . . . . . . . . .76
      5.1.13   Redemption of Senior Subordinated Note
and Stone Savannah Stock . . . . . .  76
     5.1.14    Environmental Notification . . . . .  77
     5.1.15    Environmental Compliance . . . . . . .77
     5.1.16    Additional Subsidiary Guarantees . . .78
     5.1.17    Delayed Collateral.. . . . . . . . . .79
     5.1.18    Merger of Stone Southwest. . . . . . .80
     5.1.19    Additional Collateral. . . . . . . . .80
Section 5.2    Negative Covenants of the Borrower . .80
     5.2.1     Liens. . . . . . . . . . . . . . . . .80
     5.2.2     Indebtedness for Money Borrowed. . . .80
     5.2.3     Guarantees . . . . . . . . . . . . . .90
     5.2.4     Affiliate Transactions . . . . . . . .91
     5.2.5     Dividends. . . . . . . . . . . . . . .92
     5.2.6     Negative Debt Covenants. . . . . . . .94
     5.2.7     Investments. . . . . . . . . . . . . .95
     5.2.8     Mergers. . . . . . . . . . . . . . . .98
     5.2.9     Purchase of Stock or Assets. . . . ..100
     5.2.10    Prepayment of Indebtedness; Certain
               Amendments. . . . . . . . . ....     101
5.2.11         Capital Expenditures . . . . . . . . 105
     5.2.12    Sale of Assets . . . . . . . . . . . 106
     5.2.13    Sale of Accounts Receivable. . . . . 108
     5.2.14    Subsidiaries . . . . . . . . . . . . 109
     5.2.15    Lease Payments . . . . . . . . . . ..109
     5.2.16    Accounts Receivable Financing
               Program. . . . . ..  . . . . . ..  . 110
     5.2.17    Stone-Canada . . . . . . . . . . . ..110
Section 5.3    Financial Covenants of the Borrower. 110
         5.3.1 Interest Coverage Ratio. . . . . . . 111
5.3.2     Indebtedness Ratio . . . . . . . . . .   .112

                       ARTICLE VICONDITIONS OF CREDIT .
 .112 Section   6.1    Conditions Precedent to the
               Borrowing of Initial Loans . . . . ..112
Section  6.2        Conditions Precedent to all Credit
               Events . . . . . . . . . . . . . . ..116
          (a)  Representations and Warranties . . ..116
         (b)  No Default . . . . . . . . . . . . . .116
         (c)  Notice of Borrowing; Letter of
                    Credit Request . . . . . . . . .116
          (d)  Other Information. . . . . . . . . . 116
Section  6.3   Conditions Precedent to Effectiveness
of Agreement and Funding of E Tranche Term Loan. .  117

                      ARTICLE VII EVENTS OF DEFAULT.119
Section  7.1        Events of Default. .   . . .  . 119
          (a)  Payments . . . . . . . . . . . . . . 119
         (b)  Representations and Warranties. . .. .119
          (c)  Certain Covenants. . . . . . . . .. .120
         (d)  Other Covenants. . . . . . . . . . . .120
         (e)  Bankruptcy . . . . . . . . . . . . ...120
          (f)  Involuntary Proceedings. . . . . . . 120
         (g)  Indebtedness for Money Borrowed. . . .121
         (h)  Judgments. . . . . . . . . . . . . . .121
          (i)  Basic Agreements . . . . . . . . .  .121
         (j)  ERISA.  . . .  . . . . . . . . . . . .122
          (k)  Other ERISA. . . . . . . . . . . . . 122
         (l)  Cross-Defaults . . . . . . . . . . . 122
         (m)  Change of Control. . . . . . . . . . .122
Section 7.2    Remedies . . . . . . . . . . . . . . 122
                      ARTICLE VIII THE AGENT . . . .124
Section  8.1Appointment.   . . . . . . . . . . . . .124
Section 8.2    Nature of Duties . . . . . . . . .  .124
Section 8.3    Rights, Exculpation, Etc.. . . . . . 125
Section 8.4    Employment of Agents and Counsel . . 126
Section 8.5    Reliance . . . . . . . . . . . . . . 126
Section 8.6    Indemnification. . . . . . . . . . . 126
Section 8.7    Notice of Default. . . . . . . . . . 127
Section 8.8    The Agent  . . . . . . . . . . . . . 127
Section 8.9    Resignation by the Agent . . . . . . 127
Section 8.10   Holders of Obligations . . . . . . . 128
Section 8.11   Co-Agents. . . . . . . . . . . . . . 128

         ARTICLE IX MISCELLANEOUS. ..  . . . . .  ..128
Section 9.1  No Waiver; Modifications in Writing.. .128
Section  9.2 Amendments  . .  .. . . . . . . . . . .129
Section  9.3 Certain Other Amendments; Amendments
         Affecting Additional Lenders, Supplemental
Revolving Lenders, D Tranche Lenders and
         E Tranche Lenders. . . . . . . . . . .  . 130
Section 9.4   Notices, etc.. . . . . . . . . . .. .132
     Section 9.5    Costs, Expenses and Taxes. . . 133
     Section 9.6    Indemnification. . . . . . . . 133
     Section 9.7    Special Expenditures . . . . . 135
     Section 9.8    Confirmations. . . . . . . . . 135
     Section 9.9    Adjustment . . . . . . . . . . 136
     Section 9.10   Right of Setoff. . . . . . . . 137
     Section 9.11   Execution in Counterparts. . . 137
     Section 9.12   Binding Effect; Assignment . . 138
     Section 9.13   Release of Collateral. . . . . 144
     Section 9.14   Consent to Jurisdiction. . . . 147
     Section 9.15   Governing Law. . . . . . . . . 147
     Section 9.16   Severability of Provisions . . 147
     Section 9.17   Headings . . . . . . . . . . . 148
     Section 9.18   Time . . . . . . . . . . . . . 148
     Section 9.19   Further Assurances . . . . . . 148
     Section 9.20   Florida Real Property. . . . . 148
     Section 9.21   Effect of Restatement. . . . . 148

     DEFINITIONAL APPENDIX . . . . . . . . . . . . .1
               INDEX OF EXHIBITS AND SCHEDULES
                              
                          Exhibits
                              
Exhibit 1.1(a)  Form of Stone Container Security
Agreement
Exhibit 1.1(b)-A    Form of Stone Savannah Security
Agreement
Exhibit 1.1(b)-B    Form of Stone Southwest Security
Agreement
Exhibit 1.1(c)      Form of Subsidiary Guarantee
Exhibit 1.1(d)-A    Form of Mortgage
Exhibit 1.1(d)-B    Form of Leasehold Mortgage
Exhibit 1.1(e)      Recourse Receivables
Financings
Exhibit 1.1(f)-A    Form of Pledge
Agreement
Exhibit 1.1(f)-B    Form of Pledge
Agreement
Exhibit 2.2(a)      Form of Term Note
Exhibit 2.2(b)      Form of Revolving
Note
Exhibit 2.2(c)      Form of Swing Line
Note
Exhibit 2.2(d)      Form of Additional Term Note
Exhibit 2.2(e)      Form of Supplemental
Revolving
Note
Exhibit 2.2(f)      Form of D Tranche Term Note
Exhibit 2.2(g)      Form of E Tranche Term Note
Exhibit 2.5         Form of Notice of Borrowing
Exhibit 2.6         Form of Notice of Conversion
or
Continuation
Exhibit 2.11(d)     Form of Swing Line Loan
Participation
                    Certificate
Exhibit 2.12        Form of Request for
Issuance/Amendment of
                    Letter of Credit
Exhibit 3.12(c)     Form of Tax Certificate
Exhibit 4.11(b)     Pro Forma Consolidated Balance Sheet
Exhibit 4.11(c)     Forecasts
Exhibit 5.1.1       Form of Officer's Certificate
pursuant to
                    Section 5.1.1
Exhibit 5.2.2(d)    Form of Intercompany Note
Exhibit 6.1(h)      Form of Opinion of Sidley & Austin
Exhibit 6.1(m)      Form of Certificate of Responsible
Officer
                    pursuant to Section 6.1(m)
Exhibit 6.1(o)-A    Form of Gelco Corporation L/C Agreement
                    Amendment
Exhibit 6.1(o)-B    Form of Westinghouse Electric
Corporation L/C
                     Agreement Amendment
Exhibit 6.3(g)      Form of Opinion of Sidley & Austin
Exhibit 6.3(l)      Form of Certificate of Responsible
Officer
Exhibit 9.12(d)     Form of Assignment Agreement


                          Schedules
                              
Schedule 1.1(a)     Revolving Loan and Term Loan Commitments
Schedule 1.1(b)     Performance Tests
Schedule 1.1(c)     Mortgaged
Properties
Schedule 1.1(d)     Permitted Liens
Schedule 1.1(e)     Additional Term Loan Commitments
Schedule 1.1(f)     Supplemental Revolving Loan Commitments
and D
                    Tranche Term Loan Commitments
Schedule 1.1(g)     E Tranche Term Loan Commitments
Schedule 1.1(h)     German Financing Term
sheet
Schedule 3.4        Existing Contractual
Restrictions
Schedule 4.3        Subsidiaries of the
Borrower
Schedule 4.4        Consents and Approvals
Schedule 4.6        Indebtedness for Money
Borrowed
Schedule 4.8        Title to and Conditions of
Properties
Schedule 4.10       Governmental Consents
Schedule 4.11(d)    Material
Liabilities
Schedule 4.12       Public Filings
Schedule 4.15       Pension Liabilities Relating to
Stone-
Canada
                    and Subsidiaries of
StoneCanada Schedule 4.21Environmental
Matters Schedule    5.2.2   IRBs and IRB Put
Contracts
Schedule 5.2.3      Guarantees
Schedule 5.2.4      Affiliate Transactions
Schedule 5.2.6      Encumbrances and
Restrictions
Schedule 5.2.7      Investments
Schedule 5.2.7-A    Commitments and
Contracts
Schedule 5.2.8(g)   Permitted Seminole Kraft Indebtedness
Schedule 6.1(g)     Title Insurance relating to Mortgaged
                    Properties
Schedule 9.13(a)    Collateral Subject to Release Upon
Revolver
                    Termination
             AMENDED AND RESTATED CREDIT AGREEMENT
                               
                               
                               
                               
          THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated
as of
June 19, 1997 and  is made by and among Stone Container
Corporation, a Delaware corporation (the "Borrower"), the
undersigned financial institutions in their capacities as
lenders hereunder (hereinafter collectively, the "Lenders,"
and each individually, a "Lender"), Bankers Trust Company, as
agent (the "Agent") for the Lenders hereunder, and Bank of
America National Trust & Savings Association, The Bank of New
York, The Bank of Nova
Scotia, Caisse Nationale de Credit Agricole, The Chase
Manhattan Bank, Dresdner Bank AG-Chicago and Grand Cayman
Branches, The First
National Bank of Chicago, The Long-Term Credit Bank of Japan,
Ltd.,
NationsBank, N.A., The Sumitomo Bank, Ltd., Chicago Branch and
Toronto Dominion (Texas), Inc., as co-agents for the Lenders
(collectively, the "Co-Agents," and each individually, a "Co
Agent").
                           RECITALS:
        A.   The Borrower, the Agent, the Co-Agents and
certain
financial institutions (the "Original Lenders") previously
entered into that certain Credit Agreement dated as of October
12, 1994, as
amended by the First Amendment, Consent and Waiver of Credit
Agreement dated as of January 30, 1995, the Second Amendment
of Credit Agreement dated as of April 12, 1995 and the Third
Amendment
of Credit Agreement and Waiver Request dated as of June 30,
1995 (as so amended, the "Original Credit Agreement")
whereunder the Original Lenders agreed to make a Term Loan to
the Borrower in the original aggregate principal amount of
$400,000,000 and to make available Revolving Loans to the
Borrower under a revolving credit facility (including a letter
of credit subfacility and a swing line
facility), subject to certain restrictions set forth therein,
in an
aggregate principal amount not to exceed $450,000,000 at any
time outstanding.

        B.   The Borrower, the Agent, the Co-Agents and
certain
financial institutions (the "First Restatement Lenders")
previously
entered into that certain Amended and Restated Credit
Agreement dated as of August 29, 1995 (the "First Restated
Credit Agreement")
whereunder the Borrower, the Agent, the Co-Agents and the
First Restatement Lenders amended and restated the Original
Credit Agreement and the Additional Lenders agreed to make an
Additional Term Loan to the Borrower in the original aggregate
principal amount of $200,000,000.

        C.   The Borrower, the Agent, the Co-Agents and
certain
financial institutions (the "Existing Lenders") have entered
into that certain Amended and Restated Credit Agreement dated
as of March 22, 1996, as amended by the First Amendment of
Credit Agreement dated as of June 20, 1996, the Second
Amendment of Credit
Agreement dated as of December 18, 1996 and the Third
Amendment of Credit Agreement dated as of May 22, 1997 (as so
amended, the "Existing Credit Agreement") whereunder the
Borrower, the Agent, the Co-Agents and the Existing Lenders
amended and restated the First Restated Credit Agreement, the
Supplemental Revolving Lenders
agreed to make Supplemental Revolving Loans to the Borrower in
an aggregate principal amount not to exceed $110,000,000 at
any time outstanding and the D Tranche Lenders agreed to make
a D Tranche Term Loan to the Borrower in the original
aggregate principal amount of $190,000,000.

          D.   The proceeds of the Term Loan, Revolving Loans,
Letters of Credit and Swing Line Loans made or issued under
the Original Credit Agreement, the First Restated Credit
Agreement and the Existing Credit Agreement were used by the
Borrower (i) to provide all or a portion of the funds
necessary to repay in full all of the indebtedness outstanding
under the U.S. Credit Agreement
on the Closing Date, (ii) to make loans and/or capital
contributions on the Closing Date to Stone-Canada, which,
concurrently therewith, repaid all of the indebtedness
outstanding under the Canadian Credit Agreements, (iii) to
provide all or a portion of the funds necessary to repay all
of the indebtedness outstanding under the Stone Savannah
Credit Agreement on the Closing Date and to consummate the
Stone Savannah Transactions, (iv) in the case of Letters of
Credit, to meet the ordinary course of business letter of
credit needs of the Borrower and its Subsidiaries and (v) for
ongoing working capital and general corporate purposes of the
Borrower and its Subsidiaries.

          E.   The proceeds of the Additional Term Loan made
under the First Restated Credit Agreement by the Additional
Lenders were used by the Borrower to (i) voluntarily
repurchase, prepay, redeem or otherwise extinguish
Indebtedness of the Borrower consisting of (A) all or any
portion of the 8-7/8% Notes (including the payment of
principal and interest thereon), (B) all or any portion of the
12-1/8% Subordinated Debentures (including the payment of
principal
and interest thereon) and/or (C) Senior Indebtedness
(including the
payment of principal and interest thereon), (ii) pay certain
fees and expenses incurred in connection with the execution
and delivery
of the First Restated Credit Agreement and/or (iii) repay
outstanding Revolving Loans under the Original Credit
Agreement.

          F.   The proceeds of the Supplemental Revolving
Loans made under the Existing Credit Agreement by the
Supplemental
Revolving Lenders have been and will be used by the Borrower
for ongoing working capital and general corporate purposes of
the Borrower and its Subsidiaries.

          G.   The proceeds of the D Tranche Term Loan made
under the Existing Credit Agreement by the D Tranche Lenders
were used by
the Borrower (i) directly or indirectly to voluntarily
repurchase, prepay, redeem or otherwise extinguish other
senior and/or subordinated Indebtedness for Money Borrowed of
the Borrower (including the payment of principal, contractual
premium, if any, and interest thereon) and (ii) to pay certain
fees and expenses incurred in connection with the execution
and delivery of the Existing Credit Agreement.

          H.   The Borrower has requested the E Tranche
Lenders to make an E Tranche Term Loan to the Borrower in the
aggregate principal amount of $300,000,000, subject to certain
restrictions set forth herein, the proceeds of which E Tranche
Term Loan will
be
used by the Borrower to (i) repay outstanding Revolving Loans
and Supplemental Revolving Loans under the Existing Credit
Agreement, (ii) pay certain fees and expenses incurred in
connection with the execution and delivery of this Agreement
and (iii) to repay any other Senior Indebtedness.
          I.   The Existing Lenders are willing to continue to
make
the Term Loan, the Additional Term Loan and the D Tranche Term
Loan, and to continue to extend commitments to continue to
make the
Revolving Loans, Supplemental Revolving Loans and Swing Line
Loans,
and to continue to issue or participate, as the case may be,
in Letters of Credit, to the Borrower, in each case for the
respective
purposes stated above and on the terms and subject to the
conditions hereinafter set forth.

          J.   The E Tranche Lenders are willing to make the E
Tranche Term Loan, to the Borrower, in each case for the
respective
purposes stated above and on the terms and subject to the
conditions hereinafter set forth.

          K.   The Borrower, the Existing Lenders, the E
Tranche Lenders, the Agent and the Co-Agents now desire to
amend and restate the Existing Credit Agreement to, among
other things, set forth the terms and conditions under which
the E Tranche Lenders hereafter will make the E Tranche Term
Loan to the Borrower, and to
restate the Existing Credit Agreement to reflect the
amendments thereto.

          L.   This Agreement shall become effective upon the
date (the "Restatement Date") on which, after it has been
executed by the Borrower, the Agent, the Required Lenders (as
defined in the Existing Credit Agreement), the Majority
Revolving Lenders (as defined in the Existing Credit
Agreement), the Majority Term Lenders (as defined in the
Existing Credit Agreement), the Majority
Additional Term Lenders (as defined in the Existing Credit
Agreement), the Majority Supplemental Revolving Lenders (as
defined
in the Existing Credit Agreement), the Majority D Tranche Term
Lenders (as defined in the Existing Credit Agreement) and the
E
Tranche Lenders, the Borrower has satisfied all of the
conditions precedent more particularly set forth in Section
6.3 (but in the event such conditions have not been satisfied
or waived on or before June 30, 1997, this Agreement (other
than Section 3.10) shall be of no force or effect and the
Existing Credit Agreement shall continue in full force and
effect).
          NOW THEREFORE, in consideration of the premises and
of the mutual covenants herein contained, the parties hereto
agree as follows:
                           ARTICLE I
               DEFINITIONS AND ACCOUNTING TERMS
       Section 1.1    Definitional Appendix.  Unless the
context
otherwise requires, each capitalized term used herein,
including the preamble and recitals above, and defined in the
attached Definitional Appendix (which shall be deemed to be a
part of this
Agreement) shall have the meaning ascribed to such term in the
Definitional Appendix.
          Section 1.2    Accounting Terms; Financial
Statements. All accounting terms used herein and not expressly
defined in this Agreement shall have the respective meanings
given to them in accordance with generally accepted accounting
principles in the United States of America or Canada, as
applicable, as in effect on the Closing Date (as applicable,
the "Agreement Accounting Principles"); and except as
otherwise expressly provided herein, all computations and
determinations for purposes of determining compliance with the
financial requirements of this Agreement shall be made in
accordance with such generally accepted accounting principles.
Notwithstanding the foregoing sentence, the financial
statements required to be delivered pursuant to Section 5.1.1
shall
be prepared in accordance with generally accepted accounting

principles in the United States or Canada, as applicable, as

in effect on the respective dates of their preparation.  Where

the Handbook of the Canadian Institute of Chartered

Accountants includes a statement on a method of accounting

relating to a Canadian Subsidiary of the Borrower, such

statement shall be regarded as the only generally accepted

accounting principle in effect in Canada applicable to the

circumstances that it covers. Notwithstanding the foregoing,

other than for purposes of the financial statements referenced

in Sections 5.1.1(b)(i) and 5.1.1(c)(i), in all computations

of Capital Expenditures, Consolidated Current Assets,

Consolidated Current Liabilities, Consolidated Net Income,

Consolidated Net Loss, Consolidated Net Worth, Consolidated

Tangible Net Worth, Total Consolidated Indebtedness for

Borrowed Money and all other "consolidated"

amounts, and in all computations referred to in the third

sentence of Section 5.1.1(b) and clause (z) of the second

sentence of Section 5.1.1(c), the assets, liabilities, income,

losses, net worth and other relevant amounts concerning S-CC

and SVCPI shall not be consolidated but shall instead, as

applicable, be excluded or accounted for utilizing the equity

method.

                          ARTICLE II

                        LOAN PROVISIONS

          Section 2.1    Loan Commitments.

          (a)  Term Loan.  The Borrower and the Term Lenders
acknowledge the making of the Term Loan in accordance with the
terms of the Existing Credit Agreement and agree that the Term
Loan
shall continue to be outstanding pursuant to the terms and
conditions of this Agreement and the other Loan Documents.

         (b)  Revolving Loans.  Each Revolving Lender
severally, and for itself alone, agrees, on the terms and
subject to the conditions hereinafter set forth and in
reliance upon the representations and warranties set forth
herein and in the other Loan Documents, to continue to make
loans to the Borrower on a revolving basis from time to time
from and after the Restatement Date to, but not including, the
Revolver Termination Date, in its Revolving Loan Pro Rata
Share of such aggregate amount as the Borrower may request,
but not exceeding in an aggregate principal amount at any one
time outstanding (giving effect to the contemporaneous
application of any Revolving Loan proceeds to the payment of
any L/C Obligations, Florence L/C Obligations or Swing Line
Loans) the applicable Revolving Loan Commitment of such
Revolving Lender at such time minus (i) such Revolving
Lender's Revolving Loan Pro Rata Share of the L/C Obligations
outstanding
at
such time, (ii) such Revolving Lender's Revolving Loan Pro
Rata Share of Florence L/C Obligations outstanding at such
time and (iii) such Revolving Lender's Revolving Loan Pro Rata
Share of Swing Line Loans outstanding at such time.  The
Borrower and the Revolving Lenders acknowledge the making of
the Revolving Loans which are outstanding on the Restatement
Date in accordance with the terms of the Existing Credit
Agreement and agree that such Revolving Loans shall continue
to be outstanding pursuant to the terms and conditions of this
Agreement and the other Loan Documents.  Prior to the Revolver
Termination Date, Revolving Loans
may be repaid and reborrowed by the Borrower in accordance
with the
provisions hereof.  Notwithstanding the foregoing, in the
event that the Borrower repays Revolving Loans with proceeds
from the Additional Term Loan and/or the issuance or
incurrence of Indebtedness permitted by Section 5.2.2(w), the
Borrower shall maintain a Total Available Revolving Commitment
in an amount not less than (i) the aggregate amount of
Revolving Loans repaid with proceeds from the Additional Term
Loan and/or the issuance or incurrence of Indebtedness
permitted by Section 5.2.2(w) minus (ii)
the aggregate amount of Revolving Loans incurred by the
Borrower after June 30, 1995, the proceeds of which are used
by the Borrower
to repurchase, prepay, redeem or otherwise extinguish any 8-
7/8% Notes, any 12-1/8% Subordinated Debentures or any
Indebtedness for Money Borrowed of the Borrower constituting
Senior Indebtedness, in
each case as permitted by Section 5.2.10(a)(xiv), until the
earlier
to occur of (A) the repurchase, prepayment or conversion in
full of
all of the 8-7/8% Notes or (B) the repurchase, prepayment,
redemption or other extinguishment of 12-1/8% Subordinated
Debentures and/or Indebtedness for Money Borrowed of the
Borrower constituting Senior Indebtedness in an aggregate
amount equal to, if positive, (1) the aggregate amount of
proceeds received by the Borrower from the Additional Term
Loan and the issuance or incurrence of Indebtedness permitted
by Section 5.2.2(w) minus (2) the aggregate cash consideration
paid by or on behalf of the Borrower to repurchase or prepay
the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv).

        (c)  Additional Term Loan.  The Borrower and the
Additional Lenders acknowledge the making of the Additional
Term Loan in accordance with the terms of the Existing Credit
Agreement and agree that the Additional Term Loan shall
continue to be outstanding pursuant to the terms and
conditions of this Agreement and the other Loan Documents.
          (d)  Supplemental Revolving Loans.  Each
Supplemental Revolving Lender severally, and for itself alone,
agrees, on the terms and subject to the conditions hereinafter
set forth and in reliance upon the representations and
warranties set forth herein and in the other Loan Documents,
to continue to make loans to the Borrower on a revolving basis
from time to time from and after the
Restatement Date to, but not including, the Supplemental
Revolver Termination Date, in its Supplemental Revolving Loan
Pro Rata Share
of such aggregate amount as the Borrower may request, but not
exceeding in an aggregate principal amount at any one time
outstanding the applicable Supplemental Revolving Loan
Commitment of such Supplemental Revolving Lender at such time.
The Borrower
and the Supplemental Revolving Lenders acknowledge the making
of the Supplemental Revolving Loans which are outstanding on
the Restatement Date in accordance with the terms of the
Existing Credit Agreement and agree that such Supplemental
Revolving Loans shall continue to be outstanding pursuant to
the terms and conditions of this Agreement and the other Loan
Documents.  Prior to the Supplemental Revolver Termination
Date, Supplemental Revolving Loans may be repaid and
reborrowed by the Borrower in accordance with the provisions
hereof.

          (e)  D Tranche Term Loan.  The Borrower and the D
Tranche
Lenders acknowledge the making of the D Tranche Term Loan in
accordance with the terms of the Existing Credit Agreement and
agree that the D Tranche Term Loan shall continue to be
outstanding
pursuant to the terms and conditions of this Agreement and the
other Loan Documents.

          (f)  E Tranche Term Loan.  Each E Tranche Lender
severally, and for itself alone, hereby agrees, on the terms
and subject to the conditions hereinafter set forth and in
reliance upon the representations and warranties set forth
herein and in the
other Loan Documents, to make a loan to the Borrower on the
Restatement Date to, but not including, the E Tranche Term
Loan Maturity Date, in an aggregate principal amount equal to
the
E Tranche Term Loan Commitment of such Lender.  Each E Tranche
Lender's E Tranche Term Loan Commitment shall expire
immediately and without further action on the Restatement Date
if the E Tranche
Term Loan is not made on the Restatement Date.  The Borrower
may only make a Borrowing under the E Tranche Term Loan
Commitments on the Restatement Date.  No amount of the E
Tranche Term Loan which is repaid or prepaid by the Borrower
may be reborrowed hereunder. The E Tranche Term Loan shall be
a Prime Rate Loan unless and until
converted, in whole or in part, to a Eurodollar Rate Loan
pursuant to this Agreement; provided, however, that E Tranche
Term Loans constituting Eurodollar Rate Loans shall only have
Interest Periods
of one month during the first ninety (90) days following the
Restatement Date.

          Section 2.2    Obligations; Notes
          (a)  Term Loan Obligations.  The Borrower's
obligation to
each Term Lender to repay the principal of, and interest on,
the Term Loan made hereunder shall be evidenced by a
promissory note (each a "Term Note" and collectively the "Term
Notes") duly executed and delivered by the Borrower
substantially in the form of
Exhibit 2.2(a) hereto, the terms of which are incorporated
herein by reference in their entirety and made a part hereof
and shall (i)
be payable to the order of each Term Lender (except in the
case of a Registered Note which shall be made payable to such
Term Lender or registered assigns) in the amount of such
Lender's Term Loan Commitment, (ii) be dated the Closing Date,
(iii) provide that the Term Loan evidenced thereby shall
mature on the Term Loan Maturity Date, (iv) bear interest as
provided in this Agreement and (v) have
attached thereto a principal payments schedule substantially
in the
form of the Schedule to Exhibit 2.2(a).  Each Term Lender
shall, and is hereby authorized to, make a notation on the
principal payments schedule of the date and the amount of any
principal payments.  Such schedules as maintained by each Term
Lender shall, absent manifest error, constitute prima facie
evidence of the amount outstanding under the Term Loan.
Notwithstanding the foregoing, the failure to make a notation
with respect to any principal payment shall not limit or
otherwise affect the obligation of the Borrower hereunder or
under any Term Note with respect to the Term Loan and payments
of principal or interest by the Borrower shall not be affected
by the failure by any Term Lender to make a notation thereof
on the principal payments schedule nor shall such failure or
error affect any rights of the Borrower hereunder or under
applicable law.  Subject to the earlier
acceleration or prepayment of the Term Loan as permitted or
required by this Agreement, the Borrower shall repay the
outstanding principal balance of the Term Loan in semi-annual
installments payable to the order of the respective Term
Lenders (according to their Term Loan Pro Rata Shares) on the
dates and in the respective aggregate amounts as follows:


             Payment Date                   Amount
               April 1, 1995            $2,000,000
               October 1, 1995          $2,000,000
               April 1, 1996            $2,000,000
               October 1, 1996          $2,000,000
               April 1, 1997            $2,000,000
               October 1, 1997          $2,000,000
               April 1, 1998            $2,000,000
               October 1, 1998          $2,000,000
               April 1, 1999            $2,000,000
               October 1, 1999         $190,000,000
               
               April 1, 2000           $192,000,000
               
        (b)  Revolving Loan Obligations.  The Borrower's
obligations to each Revolving Lender to repay the principal
of, and
interest on, all of the Revolving Loans made by each Revolving
Lender hereunder shall be evidenced by a promissory note (each
a "Revolving Note" and collectively the "Revolving Notes")
duly executed and delivered by the Borrower substantially in
the form of
Exhibit 2.2(b) hereto, the terms of which are incorporated
herein by reference in their entirety and made a part hereof
and shall (i)
be payable to the order of each Revolving Lender in the amount
of such Lender's Revolving Loan Commitment, (ii) be dated the
Closing Date, (iii) provide that each Revolving Loan evidenced
thereby shall be repaid on the Revolver Termination Date as
provided herein, (iv) bear interest as provided in this
Agreement and (v) have attached thereto a principal payments
schedule substantially in the form of the Schedule to Exhibit
2.2(b).  On the Closing Date
and at the time of the making of each Revolving Loan or
principal payment, as the case may be, such Revolving Lender
shall, and is hereby authorized to, make a notation on the
principal payments schedule with respect to such Lender's
Revolving Note of the date and the amount of each Revolving
Loan or payment, as the case may be.  Such schedule as
maintained by each Revolving Lender shall, absent manifest
error, constitute prima facie evidence of the amounts
outstanding under the Revolving Loans.  Notwithstanding the
foregoing, the failure by any Revolving Lender to make a
notation with respect to any Revolving Loan shall not limit or
otherwise affect the obligation of the Borrower hereunder or
under such
Lender's Revolving Note with respect to such Revolving Loan
and payments of principal by the Borrower shall not be
affected by the failure to make a notation thereof on the
principal payments schedule nor shall such failure or error
affect any rights of the Borrower hereunder or under
applicable law.  Although the Revolving
Notes shall be dated the Closing Date, interest in respect
thereof shall be payable only for the periods during which the
Revolving Loans evidenced thereby are outstanding and although
the stated amount of the Revolving Notes shall be equal to
each Revolving Lender's Revolving Loan Commitment, each
Revolving Note shall be enforceable with respect to the
Borrower's
obligation to pay the principal amount thereof only to the
extent of the unpaid principal
amount of the Revolving Loans at the time evidenced thereby.
Subject to the earlier acceleration or prepayment of the
Revolving Loans as permitted or required by this Agreement,
the Borrower shall repay all Revolving Loans then outstanding
on the Revolver Termination Date.

          (c)  Swing Line Loan Obligations.  The Borrower's
obligation to the Swing Line Lender to repay the principal of,
and interest on, all of the Swing Line Loans made by the Swing
Line Lender hereunder shall be evidenced by a promissory note
(the "Swing Line Note") duly executed and delivered by the
Borrower substantially in the form of Exhibit 2.2(c) hereto,
the terms of which are incorporated herein by reference in
their entirety and made a part hereof and shall (i) be payable
to the order of the Swing Line Lender in the amount of the
Swing Line Commitment, (ii) be dated the Closing Date, (iii)
provide that each Swing Line Loan evidenced thereby shall be
repaid as provided herein, (iv) bear interest as provided in
this Agreement and (v) have attached thereto a principal
payments schedule substantially in the form of the schedule to
Exhibit 2.2(c).  On the Closing Date and at the time of the
making of each Swing Line Loan or principal payment, as
the case may be, the Swing Line Lender shall, and is hereby
authorized to, make a notation on the principal payments
schedule to the Swing Line Note of the date and the amount of
each Swing Line Loan or payment, as the case may be.  Such
schedule as maintained by the Swing Line Lender shall, absent
manifest error, constitute prima facie evidence of the amounts
outstanding under the Swing Line Loans.  Notwithstanding the
foregoing, the failure by the Swing Line Lender to make a
notation with respect to any Swing Line Loan shall not limit
or otherwise affect the obligation of the Borrower hereunder
or under the Swing Line Lender's Swing Line Note with respect
to such Swing Line Loan and payments of principal by the
Borrower shall not be affected by the failure to make a
notation thereof on the principal payments schedule nor shall
such failure or error affect any rights of the Borrower
hereunder or under applicable law.  Although the Swing Line
Note shall be dated the Closing Date, interest in respect
thereof shall be payable only for the periods during which the
Swing Line Loans evidenced thereby are outstanding and
although the stated amount of
the Swing Line Note shall be equal to the Swing Line
Commitment, the Swing Line Note shall be enforceable with
respect to the Borrower's obligation to pay the principal
amount thereof only to the extent of the unpaid principal
amount of the Swing Line Loans at the time evidenced thereby.
Subject to the earlier acceleration
or prepayment of the Swing Line Loans as permitted or required
by this Agreement, the Borrower shall repay all Swing Line
Loans outstanding on the Revolver Termination Date.

          (d)  Additional Term Loan Obligations.  The
Borrower's obligation to each Additional Lender to repay the
principal of, and
interest on, the Additional Term Loan made hereunder shall be
evidenced by a promissory note (each an "Additional Term Note"
and collectively the "Additional Term Notes") duly executed
and delivered by the Borrower substantially in the form of
Exhibit 2.2(d) hereto, the terms of which are incorporated
herein by reference in their entirety and made a part hereof
and shall (i) be
payable to the order of each Additional Lender (except in the
case of a Registered Note which shall be made payable to such
Additional
Lender or registered assigns) in the amount of such Lender's
Additional Term Loan Commitment, (ii) be dated the First
Restatement Date, (iii) provide that the Additional Term Loan
evidenced thereby shall mature on the Additional Term Loan
Maturity
Date, (iv) bear interest as provided in this Agreement and (v)
have
attached thereto a principal payments schedule substantially
in the
form of the Schedule to Exhibit 2.2(d).  Each Additional
Lender shall, and is hereby authorized to, make a notation on
the principal payments schedule of the date and the amount of
any principal payments.  Such schedules as maintained by each
Additional Lender shall, absent manifest error, constitute
prima facie evidence of the amount outstanding under the
Additional Term Loan.  Notwithstanding the foregoing, the
failure to make a notation with respect to any principal
payment shall not limit or otherwise affect the obligation of
the Borrower hereunder or under any Additional Term Note with
respect to the Additional Term Loan and payments of principal
or interest by the Borrower shall not be affected by the
failure by any Additional Lender to make a notation
thereof on the principal payments schedule nor shall such
failure or error affect any rights of the Borrower hereunder
or under applicable law.  Subject to the earlier acceleration
or prepayment
of the Additional Term Loan as permitted or required by this
Agreement, the Borrower shall repay the outstanding principal
balance of the Additional Term Loan in semi-annual
installments payable to the order of the respective Additional
Lenders (according to their Additional Term Loan Pro Rata
Shares) on the dates and in the respective aggregate amounts
as follows:


Payment Date             Amount
April 1, 1996       $1,000,000


October 1, 1996          $1,000,000


April 1, 1997            $1,000,000


October 1, 1997          $1,000,000


April 1, 1998            $1,000,000



October 1, 1998          $1,000,000


April 1, 1999            $1,000,000


October 1, 1999          $1,000,000


April 1, 2000            1,000,000


October 1, 2000          $1,000,000


April 1, 2001            $1,000,000


October 1, 2001          $1,000,000


April 1, 2002            $1,000,000

October 1, 2002          $1,000,000


April 1, 2003            $93,000,000


October 1, 2003          $93,000,000



          (e)  Supplemental Revolving Loan Obligations.  The
Borrower's obligations to each Supplemental Revolving Lender
to repay the principal of, and interest on, all of the
Supplemental Revolving Loans made by each Supplemental
Revolving Lender hereunder shall be evidenced by a promissory
note (each a "Supplemental Revolving Note" and collectively
the "Supplemental Revolving Notes") duly executed and
delivered by the Borrower substantially in the form of Exhibit
2.2(e) hereto, the terms of which are incorporated herein by
reference in their entirety and made a part hereof and shall
(i) be payable to the order of each Supplemental Revolving
Lender in the amount of such Lender's Supplemental Revolving
Loan Commitment, (ii) be dated the Second Restatement Date,
(iii) provide that each Supplemental Revolving Loan evidenced
thereby shall be repaid on the Supplemental Revolver
Termination Date as provided herein, (iv) bear interest as
provided
in this Agreement and (v) have attached thereto a principal
payments schedule substantially in the form of the Schedule to
Exhibit 2.2(e).  At the time of the making of each
Supplemental Revolving Loan or principal payment, as the case
may be, such Supplemental Revolving Lender shall, and is
hereby authorized to, make a notation on the principal
payments schedule with respect to such Lender's Supplemental
Revolving Note of the date and the amount of each Supplemental
Revolving Loan or payment, as the case may be.  Such schedule
as maintained by each Supplemental Revolving
Lender shall, absent manifest error, constitute prima facie
evidence of the amounts outstanding under the Supplemental
Revolving Loans.  Notwithstanding the foregoing, the failure
by any
Supplemental Revolving Lender to make a notation with respect
to any Supplemental Revolving Loan shall not limit or
otherwise
affect
the obligation of the Borrower hereunder or under such
Lender's Supplemental Revolving Note with respect to such
Supplemental Revolving Loan and payments of principal by the
Borrower shall not be affected by the failure to make a
notation thereof on the principal payments schedule nor shall
such failure or error affect any rights of the Borrower
hereunder or under applicable law. Although the Supplemental
Revolving Notes shall be dated the Second
Restatement Date, interest in respect thereof shall be payable
only
for the periods during which the Supplemental Revolving Loans
evidenced thereby are outstanding and although the stated
amount of
the Supplemental Revolving Notes shall be equal to each
Supplemental Revolving Lender's Supplemental Revolving Loan
Commitment, each Supplemental Revolving Note shall be
enforceable with respect to the Borrower's obligation to pay
the principal amount thereof only to the extent of the unpaid
principal amount of
the Supplemental Revolving Loans at the time evidenced
thereby. Subject to the earlier acceleration or prepayment of
the Supplemental Revolving Loans as permitted or required by
this Agreement, the Borrower shall repay all Supplemental
Revolving Loans then outstanding on the Supplemental Revolver
Termination Date.

          (f)  D Tranche Term Loan Obligations.  The
Borrower's obligation to each D Tranche Lender to repay the
principal of, and interest on, the D Tranche Term Loan made
hereunder shall be evidenced by a promissory note (each a "D
Tranche Term Note" and collectively the "D Tranche Term
Notes") duly executed and delivered by the Borrower
substantially in the form of Exhibit 2.2(f) hereto, the terms
of which are incorporated herein by reference in their
entirety and made a part hereof and shall (i) be
payable to the order of each D Tranche Lender (except in the
case of a Registered Note which shall be made payable to such
D Tranche Lender or registered assigns) in the amount of such
Lender's
D Tranche Term Loan Commitment, (ii) be dated the Second
Restatement Date, (iii) provide that the D Tranche Term Loan
evidenced thereby shall mature on the D Tranche Term Loan
Maturity Date, (iv) bear interest as provided in this
Agreement and (v) have
attached thereto a principal payments schedule substantially
in the
form of the Schedule to Exhibit 2.2(f).  Each D Tranche Lender
shall, and is hereby authorized to, make a notation on the
principal payments schedule of the date and the amount of any
principal payments.  Such schedules as maintained by each D
Tranche
Lender shall, absent manifest error, constitute prima facie
evidence of the amount outstanding under the D Tranche Term
Loan. Notwithstanding the foregoing, the failure to make a
notation with respect to any principal payment shall not limit
or otherwise affect the obligation of the Borrower hereunder
or under any D Tranche Term Note with respect to the D Tranche
Term Loan and payments of principal or interest by the
Borrower shall not be affected by the failure by any D Tranche
Lender to make a notation thereof on the principal payments
schedule nor shall such failure or error affect any rights of
the Borrower hereunder or under applicable law.  Subject to
the earlier acceleration or prepayment of the D Tranche Term
Loan as permitted or required by this Agreement, the Borrower
shall repay the outstanding principal balance of the D Tranche
Term
Loan in semi-annual installments payable to the order of the
respective D Tranche Lenders (according
to their D Tranche Term Loan Pro Rata Shares) on the dates and
in the respective aggregate amounts as follows:


Payment Date             Amount
October 1, 1996          $950,000


April 1, 1997            $950,000


October 1, 1997          $950,000


April 1, 1998            $950,000


October 1, 1998          $950,000


April 1, 1999            $950,000


October 1, 1999          $950,000


April 1, 2000            $950,000


October 1, 2000          $950,000


April 1, 2001            $950,000


October 1, 2001          $950,000


April 1, 2002            $950,000


October 1, 2002          $950,000


April 1, 2003            $88,350,000


October 1, 2003          $89,300,000

          (g)  E Tranche Term Loan Obligations.  The
Borrower's obligation to each E Tranche Lender to repay the
principal of, and interest on, the E Tranche Term Loan made
hereunder shall be evidenced by a promissory note (each an "E
Tranche Term Note" and collectively the "E Tranche Term
Notes") duly executed and delivered by the Borrower
substantially in the form of Exhibit 2.2(g) hereto, the terms
of which are incorporated herein by reference in their
entirety and made a part hereof and shall (i) be
payable to the order of each E Tranche Lender (except in the
case of a Registered Note which shall be made payable to such
E Tranche Lender or registered assigns) in the amount of such
Lender's
E Tranche Term Loan Commitment, (ii) be dated the Restatement
Date,
(iii) provide that the E Tranche Term Loan evidenced thereby
shall mature on the E Tranche Term Loan Maturity Date, (iv)
bear interest
as provided in this Agreement and (v) have attached thereto a
principal payments schedule substantially in the form of the
Schedule to Exhibit 2.2(g).  Each E Tranche Lender shall, and
is hereby authorized to, make a notation on the principal
payments schedule of the date and the amount of any principal
payments. Such schedules as maintained by each E Tranche
Lender shall, absent
manifest error, constitute prima facie evidence of the amount
outstanding under the E Tranche Term Loan.  Notwithstanding
the foregoing, the failure to make a notation with respect to
any principal payment shall not limit or otherwise affect the
obligation of the Borrower hereunder or under any E Tranche
Term Note with respect to the E Tranche Term Loan and payments
of principal or interest by the Borrower shall not be affected
by the failure by any E Tranche Lender to make a notation
thereof on the principal payments schedule nor shall such
failure or error affect any rights of the Borrower hereunder
or under applicable law. Subject to the earlier acceleration
or prepayment of the E Tranche Term Loan as permitted or
required by this Agreement, the Borrower shall repay the
outstanding principal balance of the E Tranche Term
Loan in semi-annual installments payable to the order of the
respective E Tranche Lenders (according to their E Tranche
Term Loan Pro Rata Shares) on the dates and in the respective
aggregate amounts as follows:


Payment Date             Amount
October 1, 1997          $1,500,000
April 1, 1998            $1,500,000


October 1, 1998          $1,500,000


April 1, 1999            $1,500,000


October 1, 1999          $1,500,000


April 1, 2000            $1,500,000


October 1, 2000          $1,500,000


April 1, 2001            $1,500,000


October 1, 2001          $1,500,000


April 1, 2002            $1,500,000


October 1, 2002          $1,500,000


April 1, 2003            $141,750,000


October 1, 2003          $141,750,000


          Section 2.3    Borrowing Options.  The Term Loan, the
Revolving Loans, the Additional Term Loan, the Supplemental
Revolving Loans, the D Tranche Term Loan and the E Tranche Term
Loan shall, at the option of the Borrower and except as
otherwise provided in this Agreement, consist of (i) Prime Rate
Loans, (ii) Eurodollar Rate Loans or (iii) part Prime Rate Loans
and part Eurodollar Rate Loans, provided that all Loans made
pursuant to the same Borrowing shall be of the same Type.  As to
any Eurodollar Rate Loan, any Lender may, if it so elects,
fulfill its commitment to make such Loan by causing a foreign
branch or affiliate of such Lender to make or continue such
Loan, provided that in such event such Lender's Revolving Loan
Pro Rata Share, Term Loan Pro Rata Share, Additional Term Loan
Pro Rata Share, Supplemental Revolving Loan Pro Rata Share, D
Tranche Term Loan Pro Rata Share or E Tranche Term Loan Pro Rata
Share, as the case may be, of the Loan
shall, for purposes of this Agreement, be considered to have
been made by such Lender and the obligation of the Borrower to
repay such Lender's Revolving Loan Pro Rata Share, Term Loan Pro
Rata Share, Additional Term Loan Pro Rata Share, Supplemental
Revolving Loan Pro Rata Share, D Tranche Term Loan Pro Rata
Share or E Tranche Term Loan Pro Rata Share, as the case may be,
of the Loan shall nevertheless be to such Lender and shall be
deemed held by such Lender for the account of such branch or
affiliate.

          Section 2.4    Minimum Amount of Each Borrowing.  The
aggregate principal amount of each Borrowing by the Borrower
hereunder shall be not less than $5 million ($1 million in the
case of Swing Line Loans) and, in each case, if greater, shall
be in an integral multiple of $1 million above such minimum;
provided, however, that (i) any Borrowing consisting of
Revolving Loans made pursuant to Section 2.11(c) may be in the
amount of the Swing Line Loan(s) refunded thereby and (ii) such
Revolving Loans shall be Prime Rate Revolving Loans unless and
until converted into Eurodollar Rate Revolving Loans pursuant to
the terms of Section 2.6.

          Section 2.5    Notice of Borrowing.  Whenever the
Borrower desires to make a Borrowing hereunder, it shall give
the Agent at its office located at One Bankers Trust Plaza, 130
Liberty Street, New York, New York 10006 at least one (1)
Business Day's prior written notice (or telephonic notice
promptly confirmed in writing) of each Prime Rate Loan, and at
least (3) three Business Days' prior written notice (or
telephonic notice promptly confirmed in writing) of each
Eurodollar Rate Loan, to be made hereunder. In each case such
notice shall be given prior to 1:00 p.m. (New York City time) on
the date specified.  Each such notice (a "Notice of Borrowing"),
which shall be in the form of Exhibit 2.5 hereto, shall be
irrevocable, shall be deemed a representation by the Borrower
that all conditions precedent to such Borrowing have been
satisfied and shall specify (i) the aggregate principal amount
of the Loans to be made pursuant to such Borrowing, (ii) the
date of Borrowing (which shall be a Business Day) and (iii)
whether the Loans being made pursuant to such Borrowing are to
be Prime Rate Loans or Eurodollar Rate Loans and, with respect
to Eurodollar Rate Loans, the Interest Period to be applicable
thereto.  The Agent shall as promptly as practicable give each
Revolving Lender and Supplemental Revolving Lender written
notice (or telephonic notice confirmed in writing) of each
proposed Borrowing with respect to Revolving Loans and
Supplemental Revolving Loans, of such Revolving Lender's
Revolving Loan Pro Rata Share thereof, of such Supplemental
Revolving Lender's Supplemental Revolving Loan Pro Rata Share
thereof and of the other matters covered by the Notice of
Borrowing.  The Agent shall promptly give the Borrower written
or telephonic notice as to the aggregate principal amount of
Revolving Loans and Supplemental Revolving Loans for each
Borrowing as determined by the Agent pursuant to Section 2.17.
Without in any way limiting the Borrower's obligation to confirm
in writing any telephonic notice, the Agent may act without
liability upon the basis of telephonic notice believed by the
Agent in good faith to be from the Borrower prior to receipt of
written confirmation, with the Agent's records being, absent
manifest error, conclusive and binding on all parties hereto.

         Section 2.6    Conversion or Continuation.  The
Borrower
may elect (i) at any time to convert Prime Rate Loans or any
portion thereof to Eurodollar Rate Loans and (ii) at the end of
any Interest Period with respect thereto, to convert Eurodollar
Rate Loans or any portion thereof into Prime Rate Loans or to
continue such Eurodollar Rate Loans or any portion thereof for
an additional Interest Period; provided, however, that the
aggregate principal
amount of the Eurodollar Rate Loans for each Interest Period
therefor must be in an aggregate principal amount of $5,000,000
or an integral multiple of $1,000,000 in excess thereof.  Each
conversion or continuation of Term Loans shall be allocated
among the Term Loans of the Term Lenders in accordance with
their respective Term Loan Pro Rata Shares.  Each conversion or
continuation of Revolving Loans shall be allocated among the
Revolving Loans of the Revolving Lenders in accordance with
their respective Revolving Loan Pro Rata Shares.  Each
conversion or continuation of Additional Term Loans shall be
allocated among the Additional Term Loans of the Additional
Lenders in accordance with their respective Additional Term Loan
Pro Rata Shares.  Each
conversion or continuation of Supplemental Revolving Loans shall
be allocated among the Supplemental Revolving Loans of the
Supplemental Revolving Lenders in accordance with their
respective Supplemental Revolving Loan Pro Rata Shares.  Each
conversion or continuation of D Tranche Term Loans shall be
allocated among the D Tranche Term Loans of the D Tranche
Lenders in accordance with their respective D Tranche Term Loan
Pro Rata Shares.  Each conversion or continuation of E Tranche
Term Loans shall be allocated among the E Tranche Term Loans of
the E Tranche Lenders in accordance with their respective E
Tranche Term Loan Pro Rata Shares.  Each such election shall be
in substantially the form of Exhibit 2.6 hereto (a "Notice of
Conversion or Continuation") and shall be made by giving the
Agent at least three Business Days' prior written notice
thereof, given not later than 1:00 p.m. (New York City time) on
such third prior Business Day, specifying the amount and type of
conversion or continuation, in the case of a conversion to or a
continuation of Eurodollar Rate Loans, the Interest Period
therefor, and in the case of a conversion, the date of
conversion (which date shall be a Business Day and, if a
conversion from Eurodollar Rate Loans, shall also be the last
day of the Interest Period therefor).  The Agent shall promptly
notify each Revolving Lender, Term Lender, Additional Lender,
Supplemental Revolving Lender, D Tranche Lender or E Tranche
Lender, as applicable, of its receipt of a Notice of Conversion
or Continuation and of the contents thereof.  Notwithstanding
the foregoing, no conversion in whole or in part of Prime Rate
Loans to Eurodollar Rate Loans, and no continuation in whole or
in part of Eurodollar Rate Loans upon the expiration of any
Interest Period therefor, shall be permitted at any time at
which an Unmatured Event of Default or an Event of Default shall
have occurred and be continuing.  If, within the time period
required under the terms of this Section 2.6, the Agent does not
receive a Notice of Conversion or Continuation from the Borrower
containing a permitted election to continue any Eurodollar Rate
Loans for an additional Interest Period or to convert any such
Loans, then, upon the expiration of the Interest Period
therefor, such Loans will automatically convert to Prime Rate
Loans.  Each Notice of Conversion or Continuation shall be
irrevocable.

          Section 2.7    Disbursement of Funds.  No later than
12:00 noon (New York City time) on the date specified in the
applicable Notice of Borrowing, so long as the Agent has
notified such Lender of such Notice of Borrowing, each Lender
will make available its Revolving Loan Pro Rata Share, Term Loan
Pro Rata Share, Additional Term Loan Pro Rata Share,
Supplemental Revolving Loan Pro Rata Share, D Tranche Term Loan
Pro Rata Share or E Tranche Term Loan Pro Rata Share, as the
case may be, of the Borrowing requested to be made on such date
in Dollars and in immediately available funds, at the office
(the "Payment Office") of the Agent located at One Bankers Trust
Plaza, 130 Liberty Street, New York, New York 10006 (for the
account of such nonU.S. office of the Agent as the Agent may
direct in the case of Eurodollar Rate Loans), and the Agent will
promptly make available to the Borrower at the Payment Office
the aggregate of the amounts so made available by the applicable
Lenders.  Unless the Agent shall have been notified by any
Lender prior to the date of a Borrowing that such Lender does
not intend to make available to the Agent such Lender's
Revolving Loan Pro Rata Share, Term Loan Pro Rata Share,
Additional Term Loan Pro Rata Share, Supplemental Revolving Loan
Pro Rata Share, D Tranche Term Loan Pro Rata Share or E Tranche
Term Loan Pro Rata Share, as the case may be, of such Borrowing,
the Agent may assume that such Lender has made such amount
available to the Agent on such date of Borrowing and the Agent
may, in reliance upon such assumption, make available to the
Borrower a corresponding amount.  If such corresponding amount
is not in fact made available to the Agent by such Lender on the
date
of Borrowing, the Agent shall be entitled to recover such
corresponding amount on demand from such Lender.  If such Lender
does not pay such corresponding amount forthwith upon the
Agent's demand therefor, the Agent shall promptly notify the
Borrower and the Borrower shall immediately pay such
corresponding amount to the Agent.  The Agent shall also be
entitled to recover from the Borrower interest on such
corresponding amount, in respect of each day from the date such
corresponding amount was made available by the Agent to the
Borrower to but excluding the date such corresponding amount is
recovered by the Agent, at a rate per annum equal to the rate
applicable to Prime Rate Loans or Eurodollar Rate Loans, as the
case may be, applicable during the period in question and, upon
payment of such amounts to the Agent, the Borrower shall be
entitled to recover such amounts from such Lender.  Any amounts
due hereunder to the Agent from the Lenders which are not paid
when due shall bear interest payable by such Lender, from the
date due until the date paid, at the Federal Funds Rate for the
first three days after the date such amount is due and
thereafter at the Prime Rate, together with the Agent's standard
interbank processing fee. Further, such Lender shall be deemed
to have assigned any and all payments of principal and interest
made on its Loans, amounts due with respect to Letters of Credit
(or its participations therein) and any other amounts due to it
hereunder first to the Agent to fund any outstanding Loans made
available on behalf of such Lender by the Agent pursuant to this
Section 2.7 until such Loans have been funded (as a result of
such assignment or otherwise) and then to fund Loans of all
Lenders other than such Lender until each Lender has outstanding
Loans equal to its Revolving Loan Pro Rata Share, Term Loan Pro
Rata Share, Additional Term Loan Pro Rata Share, Supplemental
Revolving Loan Pro Rata Share, D Tranche Term Loan Pro Rata
Share or E Tranche Term Loan Pro Rata Share, as the case may be,
of all Loans (as a result of such assignment or otherwise).
Such Lender shall not have recourse against the Borrower with
respect to any amounts paid to the Agent or any Lender with
respect to the preceding sentence; provided, however, that such
Lender shall have full recourse against the Borrower to the
extent of the amount of such Loans it has so been deemed to have
made.  Nothing herein shall be deemed to relieve any Lender from
its obligation to fulfill its Commitment hereunder or to
prejudice any rights which the Borrower may have against any
Lender as a result of any default by such Lender hereunder.

          Section 2.8    Interest.

          (a)  Prime Rate Revolving Loans.  The Borrower agrees
to pay interest in respect of the unpaid principal amount of
each Prime Rate Revolving Loan from the date the proceeds
thereof are made available to the Borrower (whether pursuant to
a new Borrowing or upon a conversion pursuant to Section 2.6)
until maturity (whether by acceleration or otherwise) of such
Prime Rate Revolving Loan or until such Prime Rate Revolving
Loan is converted into a Eurodollar Rate Revolving Loan, at a
rate per annum equal to the
Prime Rate in effect from time to time plus a Borrowing Margin
of 15/8%, as such Borrowing Margin may from time to time be
adjusted pursuant to Section 2.9.
          (b)  Eurodollar Rate Revolving Loans.  The Borrower
agrees to pay interest in respect of the unpaid principal amount
of each Eurodollar Rate Revolving Loan from the date the
proceeds thereof are made available to the Borrower (whether
pursuant to a new Borrowing or upon a conversion pursuant to
Section 2.6) until maturity (whether by acceleration or
otherwise) of such Eurodollar Rate Revolving Loan at a rate per
annum equal to the relevant Eurodollar Rate plus a Borrowing
Margin of 2-5/8%, as such Borrowing Margin may from time to time
be adjusted pursuant
to Section 2.9.
          (c)  Prime Rate Term Loans.  The Borrower agrees to pay
interest in respect of the unpaid principal amount of each Prime
Rate Term Loan from the date the proceeds thereof are made
available to the Borrower (whether pursuant to a new Borrowing or
upon a conversion pursuant to Section 2.6) until maturity
(whether by acceleration or otherwise) of such Prime Rate Term
Loan or until such Prime Rate Term Loan is converted into a
Eurodollar Rate Term Loan, at a rate per annum equal to the Prime
Rate in effect from time to time plus a Borrowing Margin of 2
1/8%.
          (d)  Eurodollar Rate Term Loans.  The Borrower agrees
to pay interest in respect of the unpaid principal amount of each
Eurodollar Rate Term Loan from the date the proceeds thereof are
made available to the Borrower (whether pursuant to a new
Borrowing or upon a conversion pursuant to Section 2.6) until
maturity (whether by acceleration or otherwise) of such
Eurodollar Rate Term Loan at a rate per annum equal to the
relevant Eurodollar Rate plus a Borrowing Margin of 3-1/8%.
          (e)  Swing Line Loans.  The Borrower agrees to pay
interest in respect of the unpaid principal amount of each Swing
Line Loan from the date the proceeds thereof are made available
to the Borrower until maturity (whether by acceleration or
otherwise) of such Swing Line Loan or until such Swing Line Loan
is converted to Revolving Loans at a rate per annum equal to the
Prime Rate in effect from time to time plus a Borrowing Margin of
1-5/8%, as such Borrowing Margin may from time to time be
adjusted pursuant to Section 2.9.
          (f)  Prime Rate Additional Term Loans. The Borrower
agrees to pay interest in respect of the unpaid principal amount
of each Prime Rate Additional Term Loan from the date the
proceeds thereof are made available to the Borrower (whether
pursuant to a new Borrowing or upon a conversion pursuant to
Section 2.6) until maturity (whether by acceleration or
otherwise) of such Prime Rate Additional Term Loan or until such
Prime Rate Additional Term Loan is converted into a Eurodollar
Rate Additional Term Loan, at a rate per annum equal to the Prime
Rate in effect from time to time plus a Borrowing Margin of 2
3/8%.
          (g)  Eurodollar Rate Additional Term Loans.  The
Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Rate Additional Term Loan
from the date the proceeds thereof are made available to the
Borrower (whether pursuant to a new Borrowing or upon a
conversion pursuant to Section 2.6) until maturity (whether by
acceleration or otherwise) of such Eurodollar Rate Additional
Term Loan at a rate per annum equal to the relevant Eurodollar
Rate plus a Borrowing Margin of 33/8%.
          (h)  Prime Rate Supplemental Revolving Loans.  The
Borrower agrees to pay interest in respect of the unpaid
principal amount of each Prime Rate Supplemental Revolving Loan
from the date
the proceeds thereof are made available to the Borrower (whether
pursuant to a new Borrowing or upon a conversion pursuant to
Section 2.6) until maturity (whether by acceleration or
otherwise) of such Prime Rate Supplemental Revolving Loan or
until such Prime Rate Supplemental Revolving Loan is converted
into a Eurodollar Rate Supplemental Revolving Loan, at a rate per
annum equal to the Prime Rate in effect from time to time plus a
Borrowing Margin of 15/8%, as such Borrowing Margin may from time
to time be adjusted pursuant to Section 2.9.

          (i)  Eurodollar Rate Supplemental Revolving Loans.  The
Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Rate Supplemental Revolving
Loan from the date the proceeds thereof are made available to the
Borrower
(whether pursuant to a new Borrowing or upon a conversion
pursuant to Section 2.6) until maturity (whether by acceleration
or otherwise) of such Eurodollar Rate Supplemental Revolving Loan
at a rate per annum equal to the relevant Eurodollar Rate plus a
Borrowing Margin of 2-5/8%, as such Borrowing Margin may from
time to time be adjusted pursuant to Section 2.9.
        (j)  Prime Rate D Tranche Term Loans.  The Borrower
agrees to pay interest in respect of the unpaid principal amount
of each Prime Rate D Tranche Term Loan from the date the proceeds
thereof are made available to the Borrower (whether pursuant to a
new Borrowing or upon a conversion pursuant to Section 2.6) until
maturity (whether by acceleration or otherwise) of such Prime
Rate D Tranche Term Loan or until such Prime Rate D Tranche Term
Loan is converted into a Eurodollar Rate D Tranche Term Loan, at
a rate per annum equal to the Prime Rate in effect from time to
time plus a Borrowing Margin of 2-3/8%.
         (k)  Eurodollar Rate D Tranche Term Loans.  The
Borrower
agrees to pay interest in respect of the unpaid principal amount
of each Eurodollar Rate D Tranche Term Loan from the date the
proceeds thereof are made available to the Borrower (whether
pursuant to a new Borrowing or upon a conversion pursuant to
Section 2.6) until maturity (whether by acceleration or
otherwise) of such Eurodollar Rate D Tranche Term Loan at a rate
per annum
equal to the relevant Eurodollar Rate plus a Borrowing Margin of
33/8%.

        (l)  Prime Rate E Tranche Term Loans.  The Borrower
agrees to pay interest in respect of the unpaid principal amount
of
each Prime Rate E Tranche Term Loan from the date the proceeds
thereof are made available to the Borrower (whether pursuant to a
new Borrowing or upon a conversion pursuant to Section 2.6) until
maturity (whether by acceleration or otherwise) of such Prime
Rate E Tranche Term Loan or until such Prime Rate E Tranche Term
Loan is converted into a Eurodollar Rate E Tranche Term Loan, at
a rate per annum equal to the Prime Rate in effect from time to
time plus a Borrowing Margin of 2-3/8%.

         (m)  Eurodollar Rate E Tranche Term Loans.  The
Borrower
agrees to pay interest in respect of the unpaid principal amount
of each Eurodollar Rate E Tranche Term Loan from the date the
proceeds thereof are made available to the Borrower (whether
pursuant to a new Borrowing or upon a conversion pursuant to
Section 2.6) until maturity (whether by acceleration or
otherwise) of such Eurodollar Rate E Tranche Term Loan at a rate
per annum
equal to the relevant Eurodollar Rate plus a Borrowing Margin of
33/8%.

          (n)  Default Rate Interest.  Overdue principal and (to
the extent permitted by applicable law) overdue interest in
respect
of each Loan shall bear interest, payable on demand, after as
well as before judgment, at a rate per annum equal to (i) if such
Loan is a Prime Rate Loan, the Prime Rate plus the applicable
Borrowing Margin set forth in Section 2.8(a), (c), (e), (f), (h),
(j) or (l) (as the same may be adjusted pursuant to Section 2.9),
as the case may be, plus 2% per annum or (ii) if such Loan is a
Eurodollar Rate Loan, the Eurodollar Rate then in effect plus the
applicable Borrowing Margin set forth in Section 2.8(b), (d),
(g), (i), (k) or (m) (as the same may be adjusted pursuant to
Section 2.9), as the case may be, plus 2% per annum (any such
applicable rate of interest in the foregoing clauses (i) and (ii)
being the "Default Rate").
          (o)  Accrual and Payment of Interest.  Interest shall
accrue from and including the date of any Borrowing (whether
pursuant to a new Borrowing or upon a conversion pursuant to
Section 2.6) to but excluding the date of any repayment
thereof. Interest on Eurodollar Rate Loans shall be payable by
the Borrower in arrears on the last day of each Interest Period
and, in the case of an Interest Period in excess of three
months, at intervals of every three months after the initial
date of such Interest Period. Notwithstanding the above,
interest shall be due and payable on any amount repaid or
reborrowed, as the case may be, on the date of such repayment
or reborrowing, as the case may be, and upon final maturity of
such Loan (whether by acceleration or otherwise) and after such
maturity, on demand.  Interest on Prime Rate Loans shall
be due and payable quarterly in arrears on the Quarterly
Payment Date of each year, on maturity (whether by acceleration
or otherwise) and after such maturity, on demand.  Interest on
all Eurodollar Rate Loans shall be computed on the basis of a
year consisting of 360 days and actual days elapsed.  Interest
on all Prime Rate Loans shall be computed on the basis of a
year consisting of 365 or 366 days, as the case may be, and
actual days elapsed.

          (p)  Notification of Rate.  The Agent, upon
determining the Eurodollar Rate for any Interest Period, shall
promptly give the Borrower and the other Lenders written or
telephonic notice thereof.  Such determination shall, absent
manifest error and subject to the provisions of Section 2.13,
be final, conclusive and binding upon all parties hereto.

          (q)  Maximum Interest.  If any interest payment or
other charge or fee payable hereunder exceeds the maximum
amount then permitted by applicable law, the Borrower shall be
obligated to pay the maximum amount then permitted by
applicable law and the Borrower shall continue to pay the
maximum amount from time to time permitted by applicable law
until all such interest payments and other charges and fees
otherwise due hereunder (in the absence of such restraint
imposed by applicable law) have been paid in full.

          (r)  Reference Banks.  If any Reference Bank shall
for any reason no longer have a Commitment or a Loan, such
Reference Bank shall thereupon cease to be a Reference Bank,
and if, as a result thereof, there shall only be one Reference
Bank remaining, the Borrower and the Agent (after consultation
with the Lenders) shall, by notice to the Lenders, designate
another Lender as a Reference Bank so that there shall at all
time be at least two Reference Banks.  Each Reference Bank
shall use its best efforts to furnish quotations of rates to
the Agent as contemplated hereby. If any of the Reference Banks
shall be unable or shall otherwise fail to supply such rates to
the Agent upon its request, the rate of interest shall, subject
to the provisions of Section 2.13, be determined on the basis
of the quotations of the remaining Reference Banks.

           Section 2.9    Interest Rate Adjustments.
                               
(a)  Subject to Section 2.9(b), the Borrowing Margins set forth
in Sections 2.8(a), (b), (e), (h) and (i) shall be subject to
adjustment pursuant to the terms and conditions set forth on
Schedule 1.1(b) hereto.  Subject to Section 2.9(b), any such
upward
or downward adjustment shall be effective immediately upon
receipt by the Lenders of the officer's certificate delivered
pursuant to Section 5.1.1(b) or (c) which gives rise to such
adjustment.
        (b)  The Borrowing Margin for any Eurodollar Rate
Revolving Loan or any Eurodollar Rate Supplemental Revolving
Loan shall be the Borrowing Margin in effect on the first day
of the Interest Period with respect to such Eurodollar Rate
Revolving Loan or such Eurodollar Rate Supplemental Revolving
Loan.  The Borrowing Margin for any Eurodollar Rate Revolving
Loan or any Eurodollar Rate Supplemental Revolving Loan shall
not change during the Interest Period applicable to such
Borrowing.
          Section 2.10   Interest Periods.  At the time it
gives any Notice of Borrowing or a Notice of Conversion or
Continuation with respect to Eurodollar Rate Loans, the
Borrower shall elect, by giving the Agent written notice, the
interest period (each an "Interest Period") applicable to the
related Eurodollar Rate Borrowing, which Interest Period shall,
at the option of the Borrower, be a one, two, three or six
month period,  provided that: (i) the Interest Period for any
Eurodollar Rate Loan shall commence on the date of such
Borrowing and each Interest Period occurring thereafter in
respect of a continuation of such Eurodollar Rate Loan shall
commence on the day on which the immediately preceding Interest
Period for such Loan expires; (ii) if any Interest Period would
otherwise expire on a day which is not a Business Day, such
Interest Period shall expire on the next succeeding Business
Day, provided, however, that if any Interest Period in respect
of a Eurodollar Rate Loan would otherwise expire on a day which
is not a Business Day and after which no Business Day occurs in
the same month, such Interest Period shall expire on the
immediately preceding Business Day; (iii) if an Interest Period
begins on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period), such
Interest Period shall end on the last Business Day of the
first, second, third or sixth, as applicable, succeeding
calendar month; and (iv) no Interest Period shall extend beyond
the Revolver Termination Date for any Revolving Loans, the Term
Loan Maturity Date for the Term Loan, the Additional Term Loan
Maturity Date for the Additional Term Loan, the Supplemental
Revolver Termination Date for any Supplemental Revolving Loans,
the D Tranche Term Loan Maturity Date for the D Tranche Term
Loan or the E Tranche Term Loan Maturity Date for the E Tranche
Term Loan.
          Section 2.11   Swing Line Loans.
          (a)  Swing Line Commitment.  Subject to the terms and
conditions hereof, the Swing Line Lender agrees to make swing
line loans ("Swing Line Loans") to the Borrower on any Business
Day from time to time from and after the Closing Date to, but
not including, the Revolver Termination Date in an aggregate
principal amount at any one time outstanding not to exceed
$25,000,000; provided, however, that in no event may the amount
of any Borrowing of Swing Line Loans cause the outstanding
Revolving Loans of any Lender (other than the Swing Line
Lender), when added to such Lender's Revolving Loan Pro Rata
Share of the then outstanding Swing Line Loans, L/C Obligations
and Florence L/C Obligations (after giving
effect to the use of proceeds of such Swing Line Loans) to
exceed such Lender's Revolving Loan Commitment.  Amounts
borrowed by the Borrower under this Section 2.11(a) may be
repaid and, to but excluding the Revolver Termination Date,
reborrowed.

          (b)  Procedure for Swing Line Borrowing.   The Swing
Line Loans shall be made and maintained as Prime Rate Loans
and, notwithstanding Section 2.6, shall not be entitled to be
converted into Eurodollar Rate Loans.  The Borrower shall give
the Agent and the Swing Line Lender irrevocable notice (which
notice must be received by the Agent and the Swing Line Lender
prior to 1:00 p.m., New York City time), on the requested
borrowing date (which shall be a Business Day) specifying the
amount of each requested Swing Line Loan, which shall be in a
minimum amount of $1,000,000 or an integral multiple thereof.
The proceeds of each Swing Line Loan will then be made
available
to the Borrower by the Swing Line Lender by crediting the
account of the Borrower on the books of the office of the Swing
Line Lender specified in Section 2.7 with such proceeds.

          (c)  Refunding of Swing Line Loans.  The Swing Line
Lender, at any time in its sole and absolute discretion, may on
behalf of the Borrower (which hereby irrevocably authorizes the
Swing Line Lender to so act on its behalf) request each
Revolving Lender (including the Swing Line Lender) to make a
Revolving Loan in an amount equal to such Revolving Lender's
Revolving Loan Pro Rata Share of the principal amount of the
Swing Line Loans (the "Refunded Swing Line Loans") outstanding
on the date such notice is given.  Unless any of the events
described in Section 7.1(e) or 7.1(f) shall have occurred (in
which event the procedures of paragraph (d) of this Section
2.11 shall apply) and regardless of whether the conditions
precedent set forth in this Agreement to the making of a
Revolving Loan are then satisfied, each Revolving Lender shall
make the proceeds of its Revolving Loan available to the Agent
at its office specified in Section 2.7 prior to 1:00 p.m., New
York City time, in funds immediately available on the Business
Day next succeeding the date such notice is given.  The
proceeds of such Revolving Loans shall be made immediately
available to the Swing Line Lender and immediately applied to
repay the Refunded Swing Line Loans, and, until converted into
Eurodollar Rate Loans, shall constitute Prime Rate Revolving
Loans.
          (d)  Participation in Swing Line Loans.  If, prior to
the making of Prime Rate Revolving Loans pursuant to paragraph
(c) of this Section 2.11, one of the events described in
Sections 7.1(e) or 7.1(f) shall have occurred, then, subject to
the provisions of clause (e) below, each Revolving Lender will,
on the date such Revolving Loans were to have been made,
purchase from the Swing Line Lender an undivided participating
interest in the Refunded Swing Line Loan in an amount equal to
its Revolving Loan Pro Rata Share of such Refunded Swing Line
Loan.  Upon request, each Revolving Lender will immediately
transfer to the Swing Line Lender, in immediately available
funds, the amount of its participation and upon receipt thereof
the Swing Line Lender will deliver to such Lender a Swing Line
Loan Participation Certificate dated the date of receipt of
such funds and in such amount.
        (e)  Obligations Unconditional.  Each Revolving
Lender's
obligation to make Revolving Loans in accordance with clause
(c) above and to purchase participating interests in accordance
with clause (d) above shall be absolute and unconditional and
shall not be affected by any circumstance, including, without
limitation, (i) any set-off, counterclaim, recoupment, defense
or other right which such Lender may have against the Swing
Line Lender, the Borrower or any other Person for any reason
whatsoever; (ii) the occurrence or
continuance of any Event of Default or Unmatured Event of
Default; (iii) any adverse change in the condition (financial
or otherwise) of the Borrower or any other Person; (iv) any
breach of this Agreement by the Borrower or any other Person;
(v) any inability of the Borrower to satisfy the conditions
precedent to Borrowing set forth in this Agreement on the date
upon which such
participating interest is to be purchased or (vi) any other
circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing.  If any Revolving Lender does
not make available to the Swing Line Lender the amount required
pursuant to clause (c) or (d) above, as the case may be, the
Swing Line Lender shall be entitled to recover such amount on
demand from such Lender, together with interest thereon for
each day from the date of non-payment until such amount is paid
in full at the Federal Funds Rate for the first three days and
at the Prime Rate thereafter.  Notwithstanding the foregoing
provisions of this Section 2.11(e), no Revolving Lender shall
be required to make a Revolving Loan to the Borrower for the
purpose of refunding a Swing Line Loan pursuant to clause (c)
above or to purchase a participating interest in a Swing Line
Loan pursuant to clause (d) above if an Event of Default or
Unmatured Event of Default has occurred and is continuing and,
prior to the making by the Swing Line Lender of such Swing Line
Loan, the Swing Line Lender has received written notice from
such Revolving Lender specifying that such Event of Default or
Unmatured Event of Default has occurred and is continuing,
describing the nature thereof and stating that, as a result
thereof, such Revolving Lender shall cease to make such
Refunded Swing Line Loans and purchase such participating
interests, as the case may be; provided, however, that the
obligation of such Revolving Lender to make such Refunded Swing
Line Loans and to purchase such participating interests shall
be reinstated upon the earlier to occur of (i) the date upon
which such Revolving Lender notifies the Swing Line Lender that
its prior notice has been withdrawn and (ii) the date upon
which the Event of Default or Unmatured Event of Default
specified in such notice no longer is continuing.
          Section 2.12   Letters of Credit.
          (a)  Issuance by Facing Agent.  Subject to the terms
and conditions hereof and provided that no Event of Default or
Unmatured Event of Default shall have occurred and be
continuing, the Borrower may request, in accordance with this
Section 2.12, that the Facing Agent issue on behalf of the
Revolving Lenders Letters of Credit denominated in Dollars for
the account of the Borrower with the face amount of each Letter
of Credit in a minimum amount of $250,000 or such lesser amount
as the Facing Agent may approve; provided, however, that (i)
each Letter of Credit shall be issued in favor of a Permitted
Beneficiary; (ii) the Borrower shall not request the Facing
Agent to issue any Letter of Credit if, after giving effect to
such issuance, the sum of the aggregate Stated Amounts and
unreimbursed drawings of the Letters of Credit then outstanding
would exceed $62,000,000 or if the face amount of such
requested Letter of Credit exceeds the Total Available
Revolving Commitment then in effect, and (iii) in no event
shall the Facing Agent issue any Letter of Credit having an
expiration date later than one year from the date of issuance
(or in any event later than thirty (30) days prior to the
Revolver Termination Date), provided that any such Letter of
Credit may be automatically extended to a date not later than
one year from its expiration date (but in no event later than
thirty (30) days prior to the Revolver Termination Date) on an
annual basis upon the satisfaction of the applicable conditions
set forth in Sections 6.2(a),(b) and (d) hereof with respect to
the issuance of any Letter of Credit, which satisfaction the
Facing Agent may require the Borrower to certify in writing as
a condition of any such extension.  For each such automatic
extension of a Letter of Credit, the Borrower shall deliver a
written request to the Facing Agent (with a copy to the Agent)
no earlier than 150 days and no later than 120 days prior
to the expiration date thereof.  Such request shall affirm that
as of the date thereof the conditions for the issuance of a
Letter of Credit set forth in Section 6.2 are satisfied.  After
receipt by the Facing Agent of such extension request, each
such Letter of Credit shall be automatically extended under the
terms and conditions provided above.  Each request for an
issuance of, or an amendment to, a Letter of Credit shall be in
the form of Exhibit 2.12 hereto, appropriately completed.  The
issuance of a Letter of Credit pursuant to this Section 2.12
shall be deemed (A) to be a Borrowing for purposes of, without
limitation, the satisfaction of the applicable conditions set
forth in Article VI hereof and (B) to reduce availability under
the Revolving Loan Commitments of the Revolving Lenders (except
for purposes of Section 3.7 with respect

to the calculation of Revolving Loan Commitment Fees) then in
effect by an amount equal to the sum of the aggregate Stated
Amounts and unreimbursed drawings of such Letter of Credit
until such time as such Letter of Credit is no longer
outstanding and any amounts drawn thereunder have been
reimbursed.  The Borrower, each Facing Agent and the Revolving
Lenders acknowledge the issuance of the Letters of Credit which
are outstanding on the Restatement Date in accordance with the
terms of the Existing Credit Agreement and agree that such
Letters of Credit shall continue to be outstanding pursuant to
the terms and conditions of this Agreement and the other Loan
Documents.

          (b)  Participation of Revolving Lenders.  Immediately
upon the issuance of each Letter of Credit, each Revolving
Lender shall be deemed to, and hereby agrees to, have
irrevocably purchased from the Facing Agent a participation in
such Letter of Credit and drawings thereunder in an amount
equal to such Lender's Revolving Loan Pro Rata Share of the
maximum amount which is or at any time may become available to
be drawn thereunder.  The Facing Agent shall give the Agent
written notice of the issuance or amendment of a Letter of
Credit on the date of issuance or amendment thereof and provide
the Agent with a copy of each Letter of Credit and amendment
thereto.   The Agent shall give each Revolving Lender written
notice of the issuance and amendment of a Letter of Credit
within five (5) Business Days after each such Letter of Credit
has been issued or amended pursuant to the terms hereof.

          (c)  Requests for Issuance.  Whenever the Borrower
desires the issuance or extension (other than an automatic
extension) of a Letter of Credit, it shall deliver to the
Facing Agent and the Agent (with a duplicate copy to the
Agent's Letter of Credit department at One Bankers Trust Plaza,
130 Liberty Street, New York, New York 10006, Attn: Commercial
Loan Division, Standby L/C Unit, 14th Floor for Standby Letters
of Credit and to the Agent's Global Assets Letter of Credit
Division, 130 Liberty Street, New York, New York 10006, Attn:
Trade Letter of Credit, 12th Floor for Commercial Letters of
Credit) a written notice in the form of Exhibit 2.12 hereto no
later than 1:00 p.m., (New York City time) at least five (5)
Business Days (or such shorter period as may be agreed to by
the Facing Agent in any particular instance) in advance of the
proposed date of issuance or extension.  That notice shall
specify (i) the proposed date of issuance or extension (which
shall be a Business Day), (ii) the type of Letter of Credit,
(iii) the Stated Amount of the Letter of Credit, (iv) the
expiration date of the Letter of Credit, (v) the name and
address of the beneficiary (which shall be a Permitted
Beneficiary) and (vi) such other information as the Facing
Agent may reasonably request.  Prior to the date of issuance,
the Borrower shall specify
a precise description of the documents and the verbatim text of
any certificate to be presented by the beneficiary which, if
presented by the beneficiary on or prior to the expiration date
of the Letter of Credit, would require the Facing Agent to make
payment under the Letter of Credit; provided, however, that the
Facing Agent, in its sole judgment, may require changes in any
such documents and certificates.  In determining whether to pay
under any Letter of Credit, the Facing Agent shall be
responsible only to determine that the documents and
certificates required to be delivered under that Letter of
Credit have been delivered and that they comply on their face
with the requirements of that Letter of Credit.  In the event
that any terms or conditions of such written notice of issuance
or amendment or any other document delivered in connection
therewith are inconsistent with the terms and conditions of
this Agreement, the terms and conditions of this Agreement
shall control.
          (d)  Reimbursement of Drawings.  In the event of any
request for drawing under any Letter of Credit by the
beneficiary thereof, the Facing Agent shall notify the
Borrower, the Agent and the Revolving Lenders prior to the date
on which the Facing Agent intends to honor such drawing, and
the Borrower shall reimburse the Facing Agent on the day on
which such drawing is honored in an amount in same day funds
equal to the amount of such drawing, provided that, anything
contained in this Agreement to the contrary notwithstanding,
(i) unless the Borrower shall have notified the Facing Agent
and the Agent prior to 1:00 p.m. (New York City time) one
Business Day prior to such drawing that the Borrower intends to
reimburse the Facing Agent for the amount of such drawing with
funds other than the proceeds of Revolving Loans, the Borrower
shall be deemed to have timely given a Notice of Borrowing to
the Agent requesting the Revolving Lenders to make a Prime Rate
Revolving Loan on the date on which such drawing is honored in
an amount equal to the amount of such drawing, and (ii) subject
to satisfaction or waiver of the conditions specified in
Section 6.2, the Revolving Lenders shall, on the date of such
drawing, make a Prime Rate Revolving Loan in the amount of such
drawing, the proceeds of which shall be made available to the
Facing Agent by the Agent and applied directly by the Facing
Agent for the amount of such drawing; and provided further,
that, if for any reason, proceeds of Revolving Loans are not
received by the Facing Agent on such date in an amount equal to
the amount of such drawing, the Borrower shall reimburse the
Facing Agent, on the Business Day immediately following the
date of such drawing, in an amount in same day funds equal to
the excess of the amount of such drawing over the amount of
such Revolving Loans, if any, which are so received, plus
accrued interest on such amount at the rate set forth in
Section 2.12(f)(iii).
        (e)  Failure to Reimburse.  In the event that the
Borrower shall fail to reimburse the Facing Agent as provided
in Section 2.12(d) in an amount equal to the amount of any
drawing honored by the Facing Agent under a Letter of Credit
issued by it, the Facing Agent shall promptly notify the Agent
and each Revolving Lender of the unreimbursed amount of such
drawing and of such Lender's respective participation therein.
Each Revolving Lender shall make available to the Agent for
distribution to the Facing Agent an amount equal to its
respective participation in same day funds at the office of the
Agent specified in such notice not later than 1:00 p.m. (New
York City time) on the Business Day after the date notified by
the Facing Agent.  In the event that any Revolving Lender fails
to make available to the Facing Agent the amount of such
Lender's participation in such Letter of Credit as provided in
this Section 2.12(e), the Agent shall be entitled on behalf of
the Facing Agent to recover such amount on demand from the
Lender
together with interest at the Federal Funds Rate until three
days after the date on which the Facing Agent gives notice of
payment and at the Prime Rate for each day thereafter until
such amount is paid.  Further, such Lender shall be deemed to
have assigned any and all payments made of principal and
interest on its Loans, amounts due with respect to its Letters
of Credit and any other amounts due to it hereunder to the
Facing Agent to fund the amount of any drawn Letter of Credit
which such Lender was required to fund pursuant to this Section
2.12(e) until such amount has been funded (as a result of such
assignment or otherwise).  The failure of any Lender to make
funds available to the Facing Agent of such amount shall not
relieve any other Lender of its obligation hereunder to make
funds available to the Facing Agent pursuant to this Section
2.12(e).   The Agent shall distribute to each Revolving Lender
which has paid all amounts payable by it under this Section
2.12(e) with respect to any Letter of Credit issued by the
Facing Agent such Lender's Revolving Loan Pro Rata Share of all
payments received by the Facing Agent from the Borrower in
reimbursement of drawings honored by the Facing Agent under
such Letter of Credit when such payments are received.
          (f)   Letter of Credit Fees.  The Borrower agrees to
pay to the Agent or the Facing Agent, as specified below, the
following amounts with respect to each Letter of Credit issued
by the Facing Agent:
               (i)  a facing fee to the Facing Agent in an
          amount separately agreed to by the Borrower and the
          Facing Agent;
               (ii) a Letter of Credit fee (the "Letter of
          Credit Fee") per annum to the Agent equal to the
          greater of
(A)
          the applicable Borrowing Margin for Eurodollar Rate
          Revolving Loans determined pursuant to Section 2.8(b)
and
          Section 2.9 as in effect from time to time minus
          onehalf percent (.50%) per annum, and (B) one percent
          (1.0%) per annum, of the Stated Amount of  such
          Letter of Credit, payable quarterly in arrears on
          April 1, July 1,
October
          1 and January 1 of each year (or if such day is not a
          Business Day, then on and through the immediately
          preceding Business Day), on the expiration date and
after
          the expiration date, on demand, commencing on the
          first such day of the issuance of such Letter of
          Credit, and calculated on the basis of a 360-day year
          and the
actual
          number of days elapsed;

               (iii) to the Agent with respect to drawings made
          under any such Letter of Credit, interest, payable on
          demand, on the amount paid by the Facing Agent in
respect
          of each such drawing from the date of the drawing
          through the date such amount is reimbursed by the
          Borrower (including any such reimbursement out of the
          proceeds
of
          Revolving Loans pursuant to Section 2.1(b)) at a rate
          that is at all times equal to 2.0% per annum in
          excess
of
          the greatest interest rate otherwise payable under
          this Agreement for Prime Rate Loans as then in
          effect; and
          
               (iv) to the Facing Agent with respect to the
          issuance, amendment or transfer of any such Letter of
          Credit and each drawing made thereunder, documentary
and
          processing charges in accordance with the Facing
          Agent's standard schedule for such charges in effect
          at the time of such issuance, amendment, transfer or
          drawing, as the case may be.
          
          Promptly upon receipt by the Agent of any amount
described in clause (ii) or (iii) of this Section 2.12(f), the
Agent shall distribute to each Revolving Lender its Revolving
Loan Pro Rata Share of such amount; provided, however, that
amounts described in clause (iii) above that accrue prior to
the date upon which Revolving Lenders are required (x) to fund
Prime Rate Revolving Loans pursuant to Section 2.12(d)(ii) or
(y) to make available to the Facing Agent the amount of such
Lender's participation in such Letter of Credit, as the case
may be, in respect of any unreimbursed drawings under any
Letter of Credit may be retained by the Agent.
   (g)  Reimbursement Obligation Unconditional.  The
obligation of the Borrower to reimburse the Facing Agent for
drawings made under the Letters of Credit issued by the Facing
Agent shall be unconditional and irrevocable and shall be paid
strictly in accordance with the terms of this Agreement under
all circumstances including, without limitation, the following
circumstances:

          (i)  any lack of validity or enforceability of any
     Letter of Credit;
     
         (ii)  the existence of any claim, set-off, defense or
     other right which the Borrower may have at any time
     against
a
   beneficiary or any transferee of any Letter of Credit (or
any
     persons or entities for whom any such transferee may be
     acting), the Facing Agent or any other Person, whether in
     connection with this Agreement, the transactions
contemplated
      herein or any unrelated transaction (including any
underlying
     transaction between the Borrower or one of its
     Subsidiaries and the beneficiary for which the Letter of
     Credit was procured);
     
      (iii)  any draft, demand, certificate or any other
document
     presented under any Letter of Credit proving to be forged,
     fraudulent, invalid or insufficient in any respect or any
     statement therein being untrue or inaccurate in any
     respect;
     
         (iv)  payment by the Facing Agent 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, provided that such payment does not
     constitute gross negligence or willful misconduct of the
     Facing Agent;
     
          (v)  any other circumstance or happening whatsoever
     which is similar to any of the foregoing; or
      (vi)  the fact that an Event of Default shall have
     occurred and be continuing.
          (h)  Increased Costs.  If, after the Closing Date, by
reason of (i) any change in applicable law, regulation, rule,
decree or regulatory requirement or any change in the
interpretation or application by any judicial or regulatory
authority of any law, regulation, rule, decree or regulatory
requirement or (ii) compliance by the Facing Agent, the Agent
or any Revolving Lender with any direction, request or
requirement (whether or not having the force of law) of any
governmental or monetary authority including, without
limitation, Regulation D:
          (A)  the Facing Agent, the Agent or any Revolving
          Lender
     shall be subject to any tax, levy, charge or withholding
     of any nature or to any variation thereof or to any
     penalty
with
     respect to the maintenance or  fulfillment  of  its
     obligations  under  this  Section 2.12, whether directly
     or
by
     such being imposed on or suffered by the Facing Agent, the
     Agent or such Revolving Lender (except for (x) changes in
the
    rate of tax on, or determined by reference to, the net
income
   or profits of such Lender imposed by the jurisdiction in
which
     such Lender's principal office or applicable lending
     office is located and (y) United States withholding taxes,
     which shall be governed by the provisions of Section
     3.11);
     
          (B)  any reserve, deposit or similar requirement of
     any Governmental Authority is or shall be applicable,
     imposed or modified in respect of any  Letters of Credit
     issued by the Facing Agent and participated in by the
     Revolving Lenders;
or

          (C)  there shall be imposed on the Facing Agent by
     any Governmental Authority any other condition regarding
     any Letter of Credit issued pursuant to this Section 2.12;
     
and the result of the foregoing is to directly or indirectly
increase the cost to the Facing Agent, the Agent or any
Revolving Lender of issuing, making or maintaining any Letter
of Credit, or to reduce the amount receivable in respect
thereof by the Facing Agent, the Agent or any Revolving Lender,
then and in any case the Agent may, notify the Borrower and the
Borrower shall pay on demand such amounts as the Agent may
reasonably specify to be necessary to compensate the Facing
Agent, the Agent or any Revolving Lender for such additional
cost or reduced receipt together with interest on such amount
from the date demanded until payment in full thereof at a rate
equal at all times to the Default Rate.  The determination by
the Facing Agent,  the Agent or any Revolving Lender of any
amount due pursuant to this Section 2.12(h) shall be set forth
in a certificate delivered to the Agent (which certificate the
Agent shall promptly deliver to the Borrower) setting forth the
calculation thereof in reasonable detail, and shall, in the
absence of manifest error, be final, conclusive and binding on
all of the parties hereto.

          (i)  Indemnification.  In addition to amounts payable
as elsewhere provided in this Section 2.12, the Borrower hereby
agrees to protect, indemnify, pay and hold the Facing Agent,
the Agent and the Revolving Lenders harmless from and against
any and all claims, demands, liabilities, damages, losses,
costs, charges and expenses (including reasonable attorneys'
fees and allocated costs of internal counsel) which the Facing
Agent, the Agent and the Revolving Lenders may incur or be
subject to as a consequence, direct or indirect, of (i) the
issuance of or payment of any drawing under, any Letter of
Credit, other than as a result of the gross negligence or
willful misconduct of the
Facing Agent, the Agent or any Revolving Lender as determined
by a court of competent jurisdiction, or (ii) the failure of
the Facing Agent to honor a
drawing under any Letter of Credit as a result of 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 "Government Acts").
          (j)  Letter of Credit Beneficiaries.  As between (i)
the Borrower and (ii) the Facing Agent, the Agent and the
Revolving Lenders, the Borrower assumes all risks of the acts
and omissions of, or misuse of the Letters of Credit issued by
the Facing Agent by, the respective beneficiaries of such
Letters of Credit.  In furtherance and not in limitation of the
foregoing, the Facing Agent shall not be responsible: (A) for
the form, validity, sufficiency, accuracy, genuineness or legal
effect of any document submitted by any party in connection
with the application for and issuance of such Letters of
Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or
forged; (B) for 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; (C) for failure of any
such Letter of Credit to comply fully with conditions required
in order to draw on such Letter of Credit; (D) for 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; (E) for errors in
interpretation of technical terms; (F) for 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; (G) for the misapplication by the beneficiary
of any such Letter of Credit of the proceeds of any drawing
under such Letter of Credit; and (H) for any consequences
arising from causes beyond the control of the Facing Agent
including, without limitation, any Government Acts, in each
case other than as a result of the gross negligence or willful
misconduct of the Facing Agent.  None of the above shall
affect, impair, or prevent the vesting of any of the Facing
Agent's rights or powers hereunder.
          (k)  Facing Agent.  In furtherance and extension and
not in limitation of the specific provisions hereinabove set
forth, any action taken or omitted by the Facing Agent under or
in connection with the Letters of Credit issued by it or the
related certificates, if taken or omitted in good faith and not
with gross negligence or willful misconduct as determined by a
court of competent jurisdiction, shall not put the Facing Agent
under any resulting liability to the Borrower or any Revolving
Lender.
          (l)  No Indemnification for Certain Acts.  Notwith
standing anything to the contrary contained in this Section
2.12, the Borrower shall have no obligation to indemnify the
Agent, the Facing Agent or any Revolving Lender in respect of
any liability incurred by the Agent, the Facing Agent or any
Revolving Lender arising out of the gross negligence or willful
misconduct of the Agent, the Facing Agent or any Revolving
Lender, as determined by a court of competent jurisdiction, or
out of the wrongful dishonor by the Facing Agent of a proper
demand for payment made under the Letters of Credit issued by
it.
       Section 2.13   Increased Costs, Illegality, Etc.
          (a)  In the event that any Lender shall have
determined (which determination shall, absent manifest error,
be final, conclusive and binding upon all parties hereto but,
with respect to clause (i) below, may be made only by the
Agent):
          (i)  on any Interest Rate Determination Date that, by
      reason of any changes arising after the Closing Date
affecting
     the interbank Eurodollar market, adequate and fair means
     do not exist for ascertaining the applicable interest
     rate on
the
  basis provided for in the definition of Eurodollar Rate; or
                               
         (ii)  at any time, any Lender shall incur increased
     costs or reduction in the amounts received or receivable
     hereunder with respect to any Eurodollar Rate Loan
     because of (x) any change since the Closing Date, in the
     case of any Eurodollar Rate Revolving Loan or Eurodollar
     Rate Term Loan, since the First Restatement Date, in the
     case of any Eurodollar Rate Additional Term Loan, since
     the Second Restatement Date, in the case of any
     Eurodollar Rate Supplemental Revolving Loan
or
     any Eurodollar Rate D Tranche Term Loan and since the
     Restatement Date, in the case of any Eurodollar Rate E
Tranche
     Term Loan, in any applicable law or governmental rule,
     regulation, order, guideline or request (whether or not
having
     the force of law) or in the interpretation or
     administration thereof and including the introduction of
     any new law or governmental rule, regulation, order,
     guideline or request, such as, for example, but not
     limited to:  (A) a change in
the
     basis of taxation of payments to any Lender of the
     principal of or interest on the Obligations or any other
     amounts
payable
     hereunder (except for (a) changes in the rate of tax on,
     or determined by reference to, the net income or profits
     of
such
     Lender imposed by the jurisdiction in which its principal
     office or applicable lending office is located and (b)
United
     States withholding taxes, which shall be governed by the
     provisions of Section 3.11) or (B) a change in official
     reserve requirements (but, in all events, excluding
     reserves required under Regulation D to the extent
     included in the computation of the Eurodollar Rate)
     and/or (y) other circumstances since the Closing Date, in
     the case of any Revolving Lender or Term Lender, since
     the First Restatement Date, in the case of any Additional
     Lender, since the Second Restatement Date, in the case of
     any Supplemental Revolving Lender or any D Tranche Lender
     and since the Restatement
Date,
     in the case of any E Tranche Lender, affecting such
      Lender or the interbank Eurodollar market or the
      position of such
Lender
     in such market (excluding, however, differences in a
Lender's
     cost of funds from those of the Agent which are solely
     the result of credit differences between such Lender and
     the Agent); or
     
        (iii)  at any time, that the making or continuance of
     any Eurodollar Rate Loan has been made (x) unlawful by
     any law
or
     governmental rule, regulation or order, (y) impossible by
     compliance by any Lender in good faith with any
     governmental request (whether or not having force of law)
     or (z) impracticable as a result of a contingency
     occurring after
the
   Closing Date, in the case of any Eurodollar Rate Revolving
     Loan or Eurodollar Rate Term Loan, since the First
Restatement
   Date, in the case of any Eurodollar Rate Additional Term
Loan,
     since the Second Restatement Date, in the case of any
     Eurodollar Rate Supplemental Revolving Loan or any
Eurodollar
     Rate D Tranche Term Loan, and since the Restatement Date,
     in the case of any Eurodollar Rate E Tranche Term Loan,
     which materially and adversely affects the interbank
     Eurodollar market in general;
     
then, and in any such event, such Lender (or the Agent, in the
case of clause (i) above) shall promptly give notice (by
telephone confirmed in writing) to the Borrower and, except in
the case of clause (i) above, to the Agent of such
determination (which notice the Agent shall promptly transmit
to each of the other Lenders). Thereafter (x) in the case of
clause (i) above, Eurodollar Rate Loans shall no longer be
available until such time as the Agent notifies the Borrower
and the Lenders that the circumstances giving rise to such
notice by the Agent no longer exist, and any Notice of
Borrowing or Notice of Conversion or Continuation given by the
Borrower with respect to Eurodollar Rate Loans which have not
yet been incurred (including by way of conversion) shall be
deemed rescinded by the Borrower, (y) in the case of clause
(ii) above, the Borrower shall pay to such Lender, upon
written demand therefore, such additional amounts (in the form
of an increased rate of, or a different method of calculating,
interest or otherwise as such Lender shall determine) as shall
be required to compensate such Lender for such increased costs
or reductions in amounts received or receivable hereunder (a
written notice as to the additional amounts owed to such
Lender, showing the basis for the calculation thereof in
reasonable detail, submitted to the Borrower by such Lender
shall, absent manifest error, be final and conclusive and
binding on all the parties hereto; provided, however, that the
failure to give any such notice (unless the respective Lender
has intentionally withheld or delayed such notice, in which
case the respective Lender shall not be entitled to receive
additional amounts pursuant to this  Section 2.13(a)(y) for
periods occurring prior to the 180th day before the giving of
such notice) shall not release or diminish the Borrower's
obligations to pay additional amounts pursuant to this Section
2.13(a)(y), and (z) in the case of clause (iii) above, the
Borrower shall take one of the actions specified in Section
2.13(b) as promptly as possible and, in any event, within the
time period required by law.  In determining such additional
amounts pursuant to clause (y) of the immediately preceding
sentence, each Lender shall act reasonably and in good faith
and will, to the extent the increased costs or reductions in
amounts receivable relate to such
Lender's loans in general and are not specifically
attributable to a Loan hereunder, use averaging and
attribution methods which are reasonable and which cover all
loans similar to the Loans made by such Lender whether or not
the loan documentation for such other loans permits the Lender
to receive increased costs of the type described in this
Section 2.13(a).

        (b)  At any time that any Eurodollar Rate Loan is
affected by the circumstances described in Section 2.13(a)(ii)
or (iii), the Borrower may (and in the case of a Eurodollar
Rate Loan affected by the circumstances described in Section
2.13(a)(iii) shall) either (i) if the affected Eurodollar Rate
Loan is then being made initially or pursuant to a conversion,
by giving the Agent telephonic notice (confirmed in writing) on
the same date that the Borrower was notified by the affected
Lender or the Agent pursuant to Section 2.13(a)(ii) or (iii),
cancel the respective Borrowing, or (ii) if the affected
Eurodollar Rate Loan is then
outstanding, upon at least three Business Days' written notice
to the Agent, require the affected Lender to convert such
Eurodollar Rate Loan into a Prime Rate Loan, provided that if
more than one Lender is affected at any time, then all affected
Lenders must be treated the same pursuant to this Section
2.13(b).
          (c)  Capital Requirements.  If at any time after the
Closing Date, in the case of any Eurodollar Rate Revolving Loan
or Eurodollar Rate Term Loan, after the First Restatement Date,
in the case of any Eurodollar Rate Additional Term Loan, after
the Second Restatement Date, in the case of any Eurodollar Rate
Supplemental Revolving Loan or any Eurodollar Rate D Tranche
Term Loan, and after the Restatement Date, in the case of any
Eurodollar Rate E Tranche Term Loan, any Lender determines that
the introduction of or any change in any applicable law or
governmental rule, regulation, order, guideline or request
(whether or not having the force of law) concerning capital
adequacy, or any change in interpretation or administration
thereof by any Governmental Authority, central bank or
comparable agency, will have the effect of increasing the
amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender based on the
existence of such Lender's Commitments or Loans hereunder or
its obligations hereunder, then the Borrower shall pay to such
Lender, upon its written demand therefor, such additional
amounts as shall be required to compensate such Lender or such
other corporation for the increased cost to such Lender or such
other corporation or the reduction in the rate of return to
such Lender or such other corporation as a result of such
increase of capital.  In determining such additional amounts,
each Lender will act reasonably and in good faith and will use
averaging and attribution methods which are reasonable and
which will, to the extent the increased costs or reduction in
the rate of return relates to such Lender's commitments or
obligations in general and are not specifically attributable to
the Commitments, Loans and obligations hereunder, cover all
commitments and obligations similar to the Commitments, Loans
and obligations of such  Lender hereunder whether or not the
loan documentation for such other commitments or obligations
permits the Lender to make the determination specified in this
Section 2.13(c), and such Lender's determination of
compensation owing under this Section 2.13(c) shall, absent
manifest error, be final, conclusive and binding on all the
parties hereto.  Each Lender, upon determining that any
additional amounts will be payable pursuant to this Section
2.13(c), will give prompt written notice thereof to the Agent
and the Borrower, which notice shall show the basis for
calculation of such additional amounts in reasonable detail,
although the failure to give any such notice (unless the
respective Lender has intentionally withheld or delayed such
notice, in which case the respective Lender shall not be
entitled to receive additional amounts pursuant to this Section
2.13(c) for periods occurring prior to the 180th day before the
giving of such notice) shall not release or diminish any of the
Borrower's obligations to pay additional amounts pursuant to
this Section 2.13(c).  The obligations of the Borrower under
this Section 2.13(c) shall survive payment in full of the
Obligations and termination of this Agreement.
          Section 2.14   Replacement of Affected Lenders.   If
any Lender is owed increased costs under Section 2.13(a)(ii) or
(iii), Section 2.13(c), Section 2.12(h) or Section 3.11
materially in excess of those of the other Lenders, the
Borrower shall have the right, if no Unmatured Event of Default
or Event of Default then exists, to replace such Lender (the
"Replaced Lender") with one or more other Eligible Assignee or
Assignees (collectively, the "Replacement Lender") reasonably
acceptable to the Agent, provided that (i) at the time of any
replacement pursuant to this Section
2.14, the Replacement Lender shall enter into one or more
Assignment Agreements pursuant to which the Replacement Lender
shall acquire all of the Commitments and outstanding Loans of,
and participation in Letters of Credit and Swing Line Loans by,
the Replaced Lender and all rights and obligations under any
participation agreements to which the Replaced Lender is a
party with respect to the L/C Agreement, and (ii) all
obligations of the Borrower owing to the Replaced Lender
(including, without limitation, such increased costs and
excluding those specifically described in clause (i) above in
respect of which the assignment purchase price has been, or is
concurrently being paid) shall be paid in full to such Replaced
Lender concurrently with such replacement.  Upon the execution
of the respective assignment documentation and the payment of
amounts referred to in clauses (i) and (ii) above, the
Replacement Lender shall become a Lender hereunder and the
Replaced Lender shall be released from its obligations under
the Loan Documents and shall cease to constitute a Lender
hereunder, except with respect to indemnification provisions
under this Agreement, which shall survive as to such Replaced
Lender.   Notwithstanding anything to the contrary contained
above, neither the Facing Agent nor the Swing Line Lender may
be replaced hereunder at any time while it has Letters of
Credit or Swing Line Loans, respectively, outstanding hereunder
unless arrangements satisfactory to the Facing Agent or Swing
Line Lender (including the furnishing of a standby letter of
credit in form and substance, and issued by an issuer
satisfactory to the Facing Agent or the furnishing of
collateral of a kind, in amounts and pursuant to arrangements
satisfactory to the Facing Agent) have been made with respect
to such outstanding Letters of Credit or Swing Line Loans.

          Section 2.15   Change of Lending Office.  Each Lender
agrees that it will use reasonable efforts to designate an
alternate Lending Office with respect to any of its Eurodollar
Rate Loans affected by the matters or circumstances described
in Section 2.13 to reduce the liability of the Borrower or
avoid the results described thereunder, so long as such
designation is not financially disadvantageous to such Lender
as determined by such Lender in its sole discretion and will
not result in the imposition upon the Borrower of an increased
liability for Taxes pursuant to Section 2.13(a) or 3.11(a).

          Section 2.16   Funding Losses.  The Borrower shall
compensate each Lender, upon its written request (which request
shall set forth the basis for requesting such amounts in
reasonable detail and which request shall, absent manifest
error, be final, conclusive and binding upon all of the parties
hereto), for all losses, expenses and liabilities (including,
without limitation, any interest paid by such Lender to lenders
of funds borrowed by it to make or carry its Eurodollar Rate
Loans to the extent not recovered by such Lender in connection
with the liquidation or re employment of such funds and
including the compensation payable by such Lender to a Person
to which the Lender has participated all or a portion of such
Borrowing) and any loss sustained by such Lender in connection
with the good faith liquidation or good faith re employment of
such funds (including, without limitation, a return on such
liquidation or re-employment that would result in such Lender
receiving less than it would have received had such Eurodollar
Rate Loan
remained outstanding until the last day of the Interest Period
applicable to such Eurodollar Rate Loans) which the Lender may
sustain as a result of:  (i) for any reason (other than a
default by such Lender or the Agent) a Borrowing of, or
conversion from or into or continuation of, Eurodollar Rate
Loans does not occur on a date specified therefor in a Notice
of Borrowing or Notice of Conversion or Continuation (whether
or not withdrawn); (ii) any payment, prepayment or conversion
or
continuation of any of its Eurodollar Rate Loans occurring for
any reason whatsoever on a date which is not the last day of an
Interest Period applicable thereto; (iii) any repayment of any
of its Eurodollar Rate Loans not being made on the date
specified in a notice of payment given by the Borrower; or (iv)
(A) any other failure by the Borrower to repay its Eurodollar
Rate Loans when required by the terms of this Agreement or (B)
an election made by
the Borrower pursuant to Section 2.14.  A written notice as to
additional amounts owed such Lender under this Section 2.16 and
delivered to the Borrower and the Agent by such Lender shall,
absent manifest error, be final, conclusive and binding for all
purposes.

          Section 2.17   Pro Rata Borrowings.  All Borrowings
of Term Loans, Additional Term Loans, Revolving Loans,
Supplemental Revolving Loans, D Tranche Term Loans and E
Tranche Term Loans under this Agreement shall be loaned by the
Term Lenders, Additional Lenders, Revolving Lenders,
Supplemental Revolving Lenders, D Tranche Lenders and E Tranche
Lenders, respectively, pro
rata on the basis of their respective Term Loan Pro Rata
Shares, Additional Term Loan Pro Rata Shares, Revolving Loan
Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, D
Tranche Term
Loan Pro Rata Shares and E Tranche Term Loan Pro Rata Shares,
as the case may be.  No Lender shall be responsible for any
default by
any other Lender in its obligation to make Loans hereunder and
each
Lender shall be obligated to make the Loans provided to be made
by it hereunder, regardless of the failure of any other Lender
to fulfill its Commitment hereunder.  Except with respect to
the initial Borrowing of Supplemental Revolving Loans, if any,
which may be made on the Second Restatement Date pursuant to
Section 6.3(k) and with respect to any borrowings of Revolving
Loans for the purpose of repayment of Swing Line Loans pursuant
to Section 2.11(c), all Borrowings of Revolving Loans and
Supplemental Revolving Loans shall be made on a proportionate
basis such that after giving effect to such Borrowings and any
proposed repayment of any Obligations to be made on the
proposed borrowing date of which the Borrower has notified the
Agent, the Revolving Loan Availability Ratio and the
Supplemental Revolving Loan Availability
Ratio are equalized as nearly as possible.  Upon receipt of a
Notice of Borrowing, the Agent shall determine such
proportionate amounts of Revolving Loans and Supplemental
Revolving Loans to be borrowed and shall notify the Revolving
Lenders, Supplemental Revolving Lenders and the Borrower as
provided in Section 2.5. The determination by the Agent shall
be made at the time it receives a Notice of Borrowing, based on
the information the Borrower has provided to the Agent at the
time it delivers such Notice of Borrowing with respect to
anticipated repayments of Obligations, and shall be final,
conclusive and binding on all parties hereto.

          Section 2.18   Florence Letters of Credit.  The Agent
acknowledges that it has caused the expiration date of the
Florence
Letters of Credit to be extended to the Revolver Termination
Date as contemplated in Section 3 of each of the L/C Agreement
amendments executed by Gelco Corporation and Westinghouse
Electric Corporation as of the Closing Date.

                          ARTICLE III
                               
TERMINATION OF COMMITMENTS, PREPAYMENTS AND FEES

          Section 3.1    Mandatory Revolving Loan, Supplemental
Revolving Loan and Swing Line Loan Prepayments and Commitment
Reductions.
       (a)  If at any time the sum of (i) the aggregate
principal amount of all Revolving Loans and Swing Line Loans
outstanding plus (ii) the aggregate amount of L/C Obligations
and Florence L/C Obligations outstanding exceeds the aggregate
of the Revolving Loan Commitments of the Revolving Lenders then
in effect,
the Borrower shall immediately prepay the Revolving Loan
Obligations in an aggregate principal amount equal to such
excess together with any accrued but unpaid interest with
respect to such excess.  If at any time the aggregate principal
amount of all Swing
Line Loans outstanding exceeds the Swing Line Commitment of the
Swing Line Lender then in effect, the Borrower shall
immediately prepay the Swing Line Loan Obligations in an
aggregate principal amount equal to such excess together with
any accrued but unpaid interest with respect to such excess.
If at any time the aggregate
principal amount of all Supplemental Revolving Loans
outstanding for all Supplemental Revolving Lenders exceeds the
aggregate of the
Supplemental Revolving Loan Commitments of the Supplemental
Revolving Lenders then in effect, the Borrower shall
immediately prepay the Supplemental Revolving Loan Obligations
in an aggregate principal amount equal to such excess together
with any accrued but
unpaid interest with respect to such excess.

          (b)  If an Event of Default shall have occurred and
the Agent shall have notified the Borrower of the election of
the Required Lenders to take any action specified in Section
7.2, the Revolving Loan Commitment of each Revolving Lender,
the Swing Line Commitment of the Swing Line Lender and the
Supplemental Revolving Loan Commitment of each Supplemental
Revolving Lender shall, subject to reinstatement pursuant to
Section 7.2,  be automatically
reduced to $0 without any action on the part of or the giving
of notice to the Borrower by any Lender.
          Section 3.2    Voluntary Prepayments.

          (a)  The Borrower may repay Revolving Loans, Terms
Loans,
Additional Term Loans, Swing Line Loans, Supplemental Revolving
Loans, D Tranche Term Loans and E Tranche Term Loans in whole
at any time or in part from time to time, without penalty or
premium (except as provided in Section 3.2(b)), on the
following terms and conditions: (i) the Borrower shall give the
Agent written notice (or telephonic notice promptly confirmed
in writing) of its intent to prepay the Loans, the amount of
such prepayment and, in the case
of Eurodollar Rate Loans, the specific Borrowing or Borrowings
pursuant to which made, which notice shall be given by Borrower
at least one Business Day prior to the date of such prepayment
(or by 11:00 a.m. (New York City time) on the date of
prepayment in the case of a prepayment of Swing Line Loans) and
which notice shall promptly be transmitted by the Agent to each
of the Lenders; (ii) each partial prepayment of any Borrowing
(other than a Borrowing of
Swing Line Loans) shall be in an aggregate principal amount of
at least $5,000,000 and in integral multiples of $1,000,000
above such
minimum and each partial prepayment of a Swing Line Loan shall
be an aggregate principal amount of at least $1,000,000 and in
integral multiples of $1,000,000 above such minimum, provided
that no partial prepayment of Eurodollar Rate Loans made
pursuant to a single Borrowing under the Term Loan, the
Additional Term Loan, the
Revolving Loan, the Supplemental Revolving Loan, the D Tranche
Term
Loan or the E Tranche Term Loan shall reduce the outstanding
Loans made pursuant to such Borrowing to an amount less than
the minimum borrowing amount as set forth in Section 2.4; (iii)
any repayment of a Eurodollar Rate Loan on a day other than the
last day of an Interest Period applicable thereto shall be
subject to the provisions of Section 2.16; (iv) except as
otherwise provided in Section 3.6(f), any voluntary prepayment
of the Term Loan, Additional Term Loan, D Tranche Term Loan and
E Tranche Term Loan must be made on a proportionate basis based
on the respective aggregate outstanding principal amounts of
such Loans, provided that prior to September 30, 1997, any
prepayment of the Term Loan, Additional Term Loan and E Tranche
Term Loan may be made on a proportionate basis based solely on
the respective aggregate outstanding principal amounts of such
Loans and without making any proportionate prepayment of the D
Tranche Term Loan; (v) prepayments of Revolving Loans,
Supplemental Revolving Loans, Term Loans, Additional Term
Loans, D Tranche Term Loans and E Tranche Term Loans shall be
applied pro rata among the Revolving Lenders, Supplemental
Revolving Lenders, Term Lenders, Additional Lenders, D Tranche
Lenders and E Tranche Lenders, respectively, based on their
respective Revolving Loan Pro Rata Shares, Supplemental
Revolving Loan Pro Rata Shares, Term Loan Pro Rata Shares,
Additional Term Loan Pro Rata Shares, D Tranche Term Loan Pro
Rata Shares and E Tranche Term Loan Pro Rata Shares, as the
case may be;
(vi) in the case of a voluntary prepayment of the Term Loans,
Additional Term Loans, D Tranche Term Loans and E Tranche Term
Loans as to which the Borrower requests a waiver pursuant to
Section 3.6(f), the notice of prepayment shall be given at
least ten (10) Business Days prior to the date of such proposed
prepayment and shall, subject to Section 3.6(f), be
irrevocable; (vii) all prepayments of D Tranche Term Loans
shall be subject to Section 3.2(b); and (viii) voluntary
repayments of Revolving Loans and Supplemental Revolving Loans
shall be made in conjunction with one another such that after
giving effect to such repayments and any other proposed
repayments of Obligations to be made on the proposed repayment
date of which the Borrower has notified the Agent, the
Revolving Loan Availability Ratio and the Supplemental
Revolving Loan Availability Ratio are equalized as nearly as
possible, provided that, prior to any acceleration of the
Obligations pursuant to Section 7.2, the Agent shall apply
repayments without regard to such ratios to repay Eurodollar
Rate Loans coming due to the extent necessary to avoid or
minimize breakage costs and expenses imposed under Section
2.16.  Upon receipt by the Agent of any notice provided by the
Borrower to voluntarily repay any Revolving Loans and
Supplemental Revolving Loans, the Agent shall determine the
relative amounts of Revolving Loans and/or Swing Line Loans to
be repaid and shall notify the Borrower as to such amounts.
The determination by the Agent shall be made at the time it
receives a notice of a
proposed repayment of
Revolving Loans and/or Supplemental Revolving Loans, based on
the information the Borrower has provided to the Agent at the
time it receives such notice with respect to anticipated
repayments of Obligations, and shall be final, conclusive and
binding on all parties hereto. The notice provisions, the
provisions with respect to the minimum amount of any prepayment
and the provisions requiring prepayments in integral multiples
above such minimum amount of this Section 3.2 are for the
benefit of the Agent and
may
be waived unilaterally by the Agent.

          (b)  In the event that the Borrower voluntarily
prepays all or any portion of the D Tranche Term Loan pursuant
to Section 3.2(a) on or prior to September 30, 1997, the
Borrower shall, together with any such prepayment, pay to the
Agent for pro rata distribution to the D Tranche Lenders based
on their respective D Tranche Term Loan Pro Rata Shares, a
prepayment fee as additional compensation, and not as a
penalty, equal to (i) one percent (1.0%)
of the principal amount of D Tranche Term Loans repaid during
the period from the Restatement Date to and including March 31,
1997 and (ii) one-half of one percent (.50%) of the principal
amount of D Tranche Term Loans repaid during the period from
April 1, 1997 to
and including September 30, 1997.

          Section 3.3    Voluntary Commitment Reductions.
After the Restatement Date, the Borrower shall have the right,
upon at least five (5) Business Days' prior written notice to
the Agent and
the Revolving Lenders, in the case of any reduction in the
Revolving Loan Commitments, and the Supplemental Revolving
Lenders,
in the case of any reduction in the Supplemental Revolving Loan
Commitments, given prior to 10:00 a.m. (New York City time) on
the fifth Business Day preceding the proposed reduction date,
without premium or penalty, to permanently reduce or terminate
the unutilized portion of the aggregate of the  Total Revolving
Loan Commitments or Total Supplemental Revolving Loan
Commitments in whole at any time or in part from time to time,
in a minimum aggregate amount of $5,000,000 (unless the Total
Revolving Loan Commitments or Total Supplemental Revolving Loan
Commitments, as the case may be, at such time is less than
$10,000,000, in which case, in an amount equal to the Total
Revolving Loan Commitments or
Total Supplemental Revolving Loan Commitments at such time)
and, if
such reduction is greater than $5,000,000, in integral
multiples of
$1,000,000 above such minimum; provided, however, that (i) no
such reduction or termination of the Revolving Loan Commitments
shall be
permitted if, after giving effect thereto and to any prepayment
or payment of the Revolving Loans and Swing Line Loans on the
proposed
reduction date, the then outstanding aggregate principal amount
of Revolving Loans and Swing Line Loans plus the then aggregate
amount
of L/C Obligations and Florence L/C Obligations outstanding
would exceed the aggregate Revolving Loan Commitments of the
Revolving Lenders then in effect, (ii) no such reduction or
termination of the Supplemental Revolving Loan Commitments
shall be permitted if, after giving effect thereto and to any
prepayment or payment of the
Supplemental Revolving Loans on the proposed reduction date,
the aggregate principal amount of Supplemental Revolving Loans
outstanding for all Supplemental Revolving Lenders would exceed
the
aggregate Supplemental Revolving Loan Commitments of the
Supplemental Revolving Lenders then in effect, and (iii) all
prepayments of Eurodollar Rate Loans shall be subject to
Section 2.16.  Any such reduction of the Total Revolving Loan
Commitments and the Total Supplemental Revolving Loan
Commitments shall be made
in conjunction with one another on a proportionate basis (with
the $5,000,000 minimum amount specified in the preceding
sentence applying to the aggregate amount of Revolving Loan
Commitments and Supplemental Revolving Loan Commitments being
reduced) and any such
reduction shall apply proportionately to the Revolving Loan
Commitments of the Revolving Lenders and the Supplemental
Revolving
Loan Commitments of the Supplemental Revolving Lenders based on
such Lender's Revolving Loan Pro Rata Share or Supplemental
Revolving Loan Pro Rata Share, as applicable.  Simultaneously
with each reduction or termination of the Revolving Loan
Commitments, the Borrower shall pay to the Agent for the
account of each Revolving Lender the Revolving Loan Commitment
Fee accrued on the amount of the Revolving Loan Commitments so
reduced or terminated through the date thereof.  Simultaneously
with each reduction or termination of the Supplemental
Revolving Loan Commitments, the Borrower shall pay to the Agent
for the account of each Supplemental Revolving Lender the
Supplemental Revolving Loan Commitment Fee accrued on the
amount of the Supplemental Revolving Loan Commitments so
reduced or terminated through the date thereof.
Any reduction in the Revolving Loan Commitment of the Swing
Line Lender below $25,000,000 shall, without any further action
on the part of the Borrower, cause a dollar for dollar
reduction in the Swing Line Commitment of the Swing Line
Lender.  Notwithstanding the foregoing, the Borrower shall not
be entitled to terminate the Total Revolving Loan Commitment in
full unless, concurrently therewith, the Borrower terminates
the Florence Letters of Credit (whether by obtaining a
replacement letter of credit therefor, repaying the Florence
Bonds or otherwise) such that no Florence L/C
Obligations remain outstanding.

          Section 3.4    Mandatory Prepayments.  Subject in
each case to the provisions of Section 3.5:

          (a)  Prepayments From Excess Cash Flow.  Within five
(5)
Business Days after the delivery to the Agent of any Excess
Cash Flow Schedule pursuant to Section 5.1.1(b) or 5.1.1(c),
beginning with the Excess Cash Flow Schedule delivered in 1996
with respect to the Fiscal Quarter ending June 30, 1996, the
Borrower shall (i) with respect to Excess Cash Flow reported
for the Fiscal Quarters ending June 30, 1996 to and including
September 30, 1997, prepay the Term Loan and the Additional
Term Loan and (ii) with respect to
Excess Cash Flow reported for all Fiscal Quarters ending after
September 30, 1997, prepay the Term Loan, the Additional Term
Loan,
the D Tranche Term Loan and the E Tranche Term Loan, in each
case in accordance with Section 3.6 if the Excess Cash Flow
disclosed on
such Excess Cash Flow Schedule with respect to the preceding
Fiscal
Quarter is positive (but excluding the first $37,500,000 of
positive Excess Cash Flow in the last three Fiscal Quarters in
Fiscal Year 1996 and, thereafter, excluding the first
$50,000,000 of positive Excess Cash Flow in any Fiscal Year).
Any mandatory prepayment pursuant to this Section 3.4(a) shall,
subject to Section 3.6(f), be in an amount equal to (A)(1) the
amount of such positive Excess Cash Flow (but excluding the
first $37,500,000 of positive Excess Cash Flow in the last
three Fiscal Quarters in Fiscal Year 1996 and, thereafter,
excluding the first $50,000,000 of positive Excess Cash Flow in
any Fiscal Year) multiplied by (2) 50% or such lesser Excess
Cash Flow Percentage as may be in effect
at such time, less (B) the amount of any voluntary prepayment
of the Term Loan, the Additional Term Loan, the D Tranche Term
Loan and the E Tranche Term Loan made during the Fiscal Quarter
in which
such Excess Cash Flow is generated; provided, however, that
solely with respect to the calculation of any mandatory
prepayment pursuant to this Section 3.4(a) for the Fiscal
Quarters ending June
30, 1996 to and including September 30, 1997, the portion of
Excess
Cash Flow that would have been allocated to prepay the D
Tranche Term Loan or the E Tranche Term Loan if the D Tranche
Term Loan or the E Tranche Term Loan were required to be
prepaid together with the Term Loan and the Additional Term
Loan shall be deemed to be Waived Proceeds.

       The Borrower and the Term Lenders acknowledge the
waiver,
pursuant to Section 3.6(f) of the Existing Credit Agreement, by
the
Term Lenders of their right to receive mandatory prepayments of
the
Term Loan that would otherwise have become due under Section
3.4(a)
of the Existing Credit Agreement with respect to Excess Cash
Flow for the Fiscal Quarters ending June 30, 1995 through and
including March 31, 1996, all pursuant to the terms and
conditions of Section
3 of that certain Third Amendment of Credit Agreement and
Waiver Request dated as of June 30, 1995 by and among the
Borrower, the Agent, the Co-Agents and the Existing Lenders.
The Borrower, the Agent, the Co-Agents and the Lenders hereby
agree that upon the funding of the Additional Term Loan the
amount of waived Excess Cash Flow prepayments equal to the sum
of (a) the product of (i) the amount of positive Excess Cash
Flow in such Fiscal Quarters (but excluding the first
$50,000,000 of positive Excess Cash Flow in such Fiscal
Quarters) multiplied by (ii) 50%, minus (b) the amount of any
voluntary prepayments of the Term Loan made during such Fiscal
Quarters may be used for Permitted Uses (including Permitted
Uses described in clauses (ii) and (iii) of the definition of
"Permitted Uses").

          (b)  Prepayments From Incurrence of Indebtedness.  If
the
Borrower or any Wholly-Owned Subsidiary of the Borrower
receives any proceeds (whether in cash or marketable
securities) attributable to the issuance and sale or other
disposition of any Indebtedness for Money Borrowed described in
clause (i) of the definition of Indebtedness for Money Borrowed
of the Borrower or any Wholly-Owned Subsidiary of the Borrower
or any rights to acquire any such Indebtedness for Money
Borrowed described in clause (i) of the definition of
Indebtedness for Money Borrowed (other than (i) Indebtedness
permitted by Sections 5.2.2(a)-(f), (h)-(k), (m)-(o) and (q)-
(z), (ii) proceeds received by a Person which cannot be
remitted to the Borrower or a Subsidiary of the
Borrower as a result of any legal or contractual restriction
applicable to such Person existing on the Closing Date and
identified on Schedule 3.4 hereto and any legal or contractual
restriction contained in any Indebtedness which refinances any
Indebtedness referenced on Schedule 3.4 provided that the terms
thereof are no more onerous to the Borrower or any Subsidiary
than those existing on the Closing Date, (iii) Indebtedness
permitted by
Section 5.2.2(p) which is not by the terms of such Section
required
to be used to prepay the Loans), then the Borrower shall prepay
the
Term Loan, the Additional Term Loan, the D Tranche Term Loan
and the E Tranche Term Loan promptly (but in any event within
five Business Days after receipt of such proceeds) to the
extent of all of such proceeds from debt or debt securities
(net of any costs or expenses incurred in connection with the
issuance or sale or other disposition thereof).

          (c)  Prepayments From Asset Sales.  If the Borrower
or any Wholly-Owned Subsidiary of the Borrower receives any
Material Sale Proceeds, then the Borrower shall prepay the
Obligations, to the extent of such proceeds, promptly (but in
any event within five
Business Days) after the first date on which such Persons have
received Material Sale Proceeds totaling an aggregate amount of
$5 million or more and within five Business Days after each
date thereafter when such Persons have received additional
Material Sale
Proceeds totaling an aggregate of $5 million or more; provided,
however, that during the pendency of an Event of Default all
Material Sales Proceeds shall be payable upon the demand of the
Agent.  "Material Sale Proceeds" means, without duplication,
(i) the cash or cash equivalent proceeds or marketable
securities resulting from the sale, issuance or other
disposition (including, without limitation, by a sale-leaseback
transaction) of (A) any assets, capital stock of any Subsidiary
or other tangible or intangible property or rights
(collectively, "Assets") not constituting CP&L Property,
Monetized Assets, Collateral or Mortgaged Property (unless
Substitute Collateral has been provided pursuant to Section
9.13(c)) and having an aggregate fair market value in excess of
$1 million for each separate transaction or series of related
transactions involving the same seller, (B) any Collateral or
Mortgaged Property (and including any Net Awards and Net
Proceeds required to be paid to the Agent pursuant to the terms
of the Mortgages) or (C) any securities, instruments or other
rights of any kind which are convertible into, exchangeable for
or otherwise entitled to receive any Monetized Assets, less
(ii) the amount of income taxes directly payable and any direct
costs or expenses incurred in connection with such sale or
disposition (provided that such income taxes, costs and
expenses attributable to any subsequent conversion, exchange or
other receipt of Monetized Assets shall not be deducted for
purposes of determining Material Sale Proceeds), less (iii) the
amount of indebtedness secured by such Assets that are sold or
otherwise disposed of, which indebtedness is required to be and
is repaid upon such sale (but excluding (1) indebtedness
required to be repaid upon any subsequent conversion, exchange
or other receipt of Monetized Assets and (2) any indebtedness
related to the German Financing that is repaid as contemplated
in clause (H) below), but Material Sales Proceeds shall not
include:  (A) proceeds of inventory sold or otherwise disposed
of in the ordinary course of business; (B) subject to the
giving of notice to and deposit of funds with the Agent as
provided below, proceeds of Assets not constituting (1)
Monetized Assets or (2)
Collateral or Mortgaged Property (unless Substitute Collateral
has been provided pursuant to Section 9.13(c)), sold or
exchanged to the extent such proceeds are utilized in
connection with the replacement thereof within 180 days of the
sale or exchange of such assets; (C) proceeds of Permitted
Investments; (D) proceeds received by a Person which cannot be
remitted to the Borrower or a Subsidiary of the Borrower as a
result of any legal or contractual restriction applicable to
such Person existing on the Closing Date and identified on
Schedule 3.4 hereto and any legal or contractual restriction
contained in any Indebtedness which refinances any Indebtedness
referenced on Schedule 3.4 provided that the terms thereof are
no more onerous to the Borrower or any Subsidiary than those
existing on the Closing Date; (E) proceeds resulting from the
payment of insurance with respect to such Assets provided such
proceeds are used for the replacement of such Assets or are
required to be applied to a purpose specified in a legal
instrument applicable to such Assets or from the payment of
business interruption insurance; (F)proceeds resulting from the
sale or other disposition of Assets between the Borrower and
any Wholly-Owned Subsidiary (other than a Restricted
Subsidiary) of the Borrower or between any Wholly-Owned
Subsidiaries (other than Restricted Subsidiaries) of the
Borrower; (G) subject to the limitations provided in clause (H)
below with respect to Material Sale Proceeds received by Stone-
Canada, up to an aggregate amount of $300 million (such amount
being referred to herein as the "Excluded Sale Proceeds
Basket") of net proceeds from the sale or other disposition of
Assets not constituting (1) Abitibi Shares, (2) the capital
stock of Stone Snowflake as permitted by Section 5.2.12(vi) and
(3) Collateral or Mortgaged Property or Assets constituting
Collateral or Mortgaged Property for which Substitute
Collateral has been provided pursuant to Section 9.13(c),
designated by the Borrower in writing to the Agent
as being excluded from the prepayment requirements of this
Section (any amount so designated being "Excluded Sale
Proceeds"), with the Excluded Sale Proceeds Basket being
subject to reduction by (x) the amount of the Abitibi 75%
Portion and (y) the amount of the German Financing Portion, if
any, of any Material Sale Proceeds as provided in clause (H)
below;  (H) ten percent (10%) of the Material Sale Proceeds
received by StoneCanada resulting from the sale or other
disposition of Assets (other than Abitibi Shares) of Stone-
Canada in an aggregate amount, when combined with the aggregate
amount of any prepayments of the Indebtedness incurred in the
German Financing with the German Financing Abitibi Portion, if
any, of the Abitibi 75% Portion as permitted under clause (I)
of Section 5.2.12(v), not to exceed the Dollar equivalent of DM
80,000,000 so long as such portion of the Material Sale
Proceeds (such portion being referred to herein as the "German
Financing Portion") are, pursuant to the terms and conditions
of the German Financing, required to be used, and are promptly
used directly or indirectly, to repay the Indebtedness incurred
in the German Financing, provided that the remaining portion of
the Material Sale Proceeds are promptly used as a mandatory
prepayment under this Section 3.4(c) to repay the Obligations
promptly upon receipt by Stone-Canada, with the German
Financing Portion of the Material Sale Proceeds being deemed to
be a utilization of the Excluded Sale Proceeds Basket until
such time, and to the extent, that the Excluded Sale Proceeds
Basket has been reduced to zero (provided that the German
Financing Portion of the Material Sale Proceeds shall not be
deemed to be Excluded Sales Proceeds for purposes of

determining Discretionary Funds and the Discretionary Funds
Basket), and with the remaining portion of the Material Sale
Proceeds not being eligible to be designated by the Borrower as
Excluded Sale Proceeds under clause (G) above; (I) proceeds
from the sale or other disposition of the Stone-Canada
Intercompany Note
to any Person other than to the Borrower or any Affiliate of
the Borrower, (J) proceeds from any Abitibi Sale/Monetization,
(K) proceeds from the sale or other disposition of any Assets
constituting collateral which secures the Indebtedness under
the First Mortgage Note Documents or (L) proceeds from the sale
or other disposition of any Assets constituting collateral
which secures the Indebtedness incurred pursuant to Section
5.2.2.(x) but
only to the extent such proceeds are promptly used to repay
such Indebtedness.  The cash, cash equivalent proceeds or
marketable securities resulting from the repayment or other
liquidation of the
investments permitted by Section 5.2.7(i) shall be included
within the meaning of "Material Sale Proceeds."  Proceeds
described in subpart (B) of the exclusion from the definition
of Material Sale Proceeds shall be so excluded only if, within
five (5) Business Days after such proceeds are received, the
Borrower gives the Agent
written notice of its intent to utilize such proceeds for
replacement purposes and (to the extent such proceeds have not
already been so utilized) delivers such proceeds to the Agent
to be
held in an account as security for the Obligations pursuant to
documentation satisfactory to the Agent.  During the period
ending on the 180th day after receipt of such proceeds by the
Borrower or one of its Subsidiaries, the Borrower may, so long
as no Event of Default or Unmatured Event of Default shall have
occurred and be continuing, withdraw funds from such account to
pay or reimburse itself for such replacement costs.  Funds in
such account shall be held and invested in the manner
prescribed for Deposited Monies pursuant to Section 3.5.  All
amounts remaining in such account at the conclusion of such 180
day period shall, subject to Section 3.6(f), be applied on such
date as a prepayment pursuant to this Section and Sections 3.5
and 3.6 as if constituting Material Sale Proceeds received on
such date.

          (d)  Prepayment From Abitibi Sale/Monetization.  If
any Abitibi Sale/Monetization is consummated, the Borrower
shall as soon as practicable (but in any event within five
Business Days after the issuance or sale of any securities,
instruments or other rights that are convertible into,
exchangeable for or otherwise entitled to receive at any time
any Abitibi Shares, or after the sale or other disposition
(including any secondary public offering)
of any Abitibi Shares, in connection with any such Abitibi
Sale/Monetization) prepay the nearest scheduled installments of
the
Term Loan, Additional Term Loan, D Tranche Term Loan and E
Tranche Term Loan set forth in Sections 2.2(a), (d), (f) and
(g), respectively, in an aggregate amount equal to 25% of the
aggregate proceeds from (i) the issuance or sale of any
securities, instruments or other rights that are convertible
into, exchangeable
for or otherwise entitled to receive at any time any Abitibi
Shares, and (ii) the sale or other disposition (including any
secondary public offering) of any Abitibi Shares, in each case
in connection with any such Abitibi Sale/Monetization net of
income taxes directly payable and any direct costs and expenses
incurred in connection with such Abitibi Sale/Monetization
(provided that such income taxes, costs and expenses
attributable to any subsequent conversion, exchange or other
receipt of Abitibi Shares shall not be deducted for purposes of
determining such net proceeds) (such amount being referred to
herein as the "Abitibi
25%
Portion").  In connection with any such Abitibi
Sale/Monetization, the Borrower shall also apply the Abitibi
75% Portion as required pursuant to Section 5.2.12(v).  To the
extent that any of the nearest scheduled installments of the
Term Loan, Additional Term Loan, D Tranche Term Loan and E
Tranche Term Loan occur on the same
date and the Abitibi 25% Portion is not sufficient to prepay
all such scheduled installments occurring on such date, then
the remaining portion of the Abitibi 25% Portion shall be
applied pro rata to such scheduled installments occurring on
such date according to the aggregate principal amount of all
such scheduled installments occurring on such date.

          (e)  Prepayment From Snowflake Sale.  If any sale of
the capital stock of Stone Snowflake described in Section
5.2.12(vi) is
consummated, or if any Indebtedness is incurred pursuant to
Section
5.2.2(y), then the Borrower shall as soon as possible (but in
any event within five Business Days after the consummation of
such sale
or the incurrence of such Indebtedness) prepay the Term Loan,
Additional Term Loan, D Tranche Term Loan and E Tranche Term
Loan to the extent of the cash or cash equivalent proceeds or
marketable
securities resulting from such sale or such incurrence of
Indebtedness, net of income taxes directly payable and any
direct costs or expenses incurred in connection with such sale
or incurrence of Indebtedness; provided, however, that, at the
request
of the Borrower, any marketable securities resulting from such
sale
may be pledged to the Agent to secure the Obligations pursuant
to a Pledge Agreement in form and substance satisfactory to the
Agent until such time as such marketable securities become
Monetized Assets in a transaction permitted hereunder and,
notwithstanding any other provision of this Agreement to the
contrary, the proceeds
from the issuance or sale of any securities, instruments or
other rights that are convertible into, exchangeable for or
otherwise entitled to receive such Monetized Assets net of
income taxes directly payable and any direct costs and expenses
incurred in connection with such sale or issuance (provided
that such income taxes, costs and expenses attributable to any
subsequent conversion, exchange or other receipt of such
Monetized Assets shall not be deducted for purposes of
determining such net proceeds) shall be applied to prepay the
Term Loan, Additional Term
Loan, D Tranche Term Loan and E Tranche Term Loan as provided
above
in this Section 3.4(e) and pursuant to the terms of Section
3.6(b).

          Section 3.5    Other Provisions With Respect to the
Loans.  Subject to the obligations of the Agent provided for in
this Section 3.5 and if no Event of Default or Unmatured Event
of Default shall have occurred and be continuing, any monies
otherwise
required to be used to prepay a Eurodollar Rate Loan pursuant
to Section 3.4 on a date other than the last day of the
Interest Period applicable thereto shall be paid to the Agent
(the "Deposited Monies") when due but, until the earlier of the
occurrence of an Event of Default and the end of the applicable
Interest Period when the Deposited Monies shall be applied to
make such prepayment, shall be held in an account by the Agent
for the benefit of the Lenders and the Borrower shall have no
right to or interest in such funds and such funds shall be used
to prepay such Eurodollar Rate Loan upon the earlier of the
occurrence of an Event
of Default or at the end of the applicable Interest Period;
provided, however, that any funds held in such account shall be
invested by the Agent (to the extent the Agent is reasonably
able to do so) on behalf of the Borrower at the direction of
the Borrower in Permitted Investments selected by the Borrower
and having a maturity not exceeding the Business Day prior to
the end of the relevant Interest Period.  Interest on the
applicable Loans shall continue to accrue until the Deposited
Monies are applied to the prepayment thereof.  Any such
investments shall be held by the
Agent or under the control of the Agent.  The interest accruing
on such investments and any profits realized from such
investments shall be, after giving effect to such repayment of
such Loans with the Deposited Monies, paid to the Borrower;
provided, however, that
any loss resulting from such investments shall be charged to
and be
immediately payable by the Borrower upon demand of the Agent.

        Section 3.6    Order of Prepayment and Payment.
                               
(a)  All prepayments of principal of Revolving Loans and
Supplemental Revolving Loans made by the Borrower pursuant to
Sections 3.1 and 3.2 shall be made with interest on such repaid
Revolving Loans and Supplemental Revolving Loans, and with
respect to each Revolving Lender and Supplemental Revolving
Lender, in proportional amounts equal to such Lender's
Revolving Loan Pro Rata
Share or Supplemental Revolving Loan Pro Rata Share, as
applicable,
of such payment and, shall be applied (i) first to the payment
of Prime Rate Loans and second to the payment of Eurodollar
Rate Loans, and (ii) with respect to Eurodollar Rate Loans, pro
rata in order of the maturity of such Loans.

          (b)  All prepayments of principal of the Term Loan,
the Additional Term Loan, the D Tranche Term Loan and the E
Tranche Term Loan made by the Borrower pursuant to Sections 3.2
or 3.4 (other than prepayments made (A) under Section 3.4(c)
with any Material Sale Proceeds derived from the sale of any
Collateral or Mortgaged Property and (B) under Section 3.4(d)
with any proceeds derived from any Abitibi Sale/Monetization)
shall be applied (i) to
the unpaid principal amount of the Term Loan, the Additional
Term Loan, the D Tranche Term Loan and the E Tranche Term Loan
in the inverse order of the remaining regularly scheduled
principal installments set forth in Sections 2.2(a), (d), (f)
and (g), together with accrued interest on such prepaid
principal amount and
with respect to each Term Lender, Additional Lender, D Tranche
Lender and E Tranche Lender, in proportional amounts based on
such Lender's outstanding principal amount of its Term Loan,
Additional Term Loan, D Tranche Term Loan or E Tranche Term
Loan, as applicable; and (ii) first to the payment of Prime
Rate Loans and second to the payment of Eurodollar Rate Loans,
and within such Eurodollar Rate Loans, pro rata in order of the
maturity of the Interest Periods of such Loans.

          (c)  All prepayments of principal made by the
Borrower pursuant to Section 3.4(c) out of Material Sale
Proceeds derived from the sale of Collateral or Mortgaged
Property (other than Collateral or Mortgaged Property for which
Substitute Collateral
is
provided in accordance with Section 9.13(c)) shall be applied
on a pro rata basis (relative to the outstanding principal
amount of the
Term Loan, Additional Term Loan, D Tranche Term Loan and E
Tranche Term Loan, and the aggregate amount of the Revolving
Loan Commitments and Supplemental Revolving Loan Commitments)
to the unpaid principal amount of the Term Loan, Additional
Term Loan, D Tranche Term Loan and E Tranche Term Loan and to
the unpaid principal amount of the Revolving Loans and
Supplemental Revolving Loans (to the extent thereof), and
contemporaneously with such prepayment there shall be a
permanent reduction of the aggregate outstanding Revolving Loan
Commitments and Supplemental Revolving Loan Commitments (and
with respect to each Revolving Lender and
Supplemental Revolving Lender, based on such Lender's Revolving
Loan Pro Rata Share and Supplemental Revolving Loan Pro Rata
Share,
respectively)in an amount equal to such Revolving Loan and
Supplemental Revolving Loan pro rata portion of such Material
Sale Proceeds (the "Revolving Portion").  In the event that any
Material
Sale Proceeds relative to the Revolving Portion remain after
the prepayment of Revolving Loans and Supplemental Revolving
Loans, any
excess shall be deposited with the Agent to cash collateralize
any L/C Obligations then outstanding, but only to the extent
and in the
aggregate amount of such Obligations; provided, however, that
the Borrower shall only be required to deposit such excess
proceeds if and for so long as an Unmatured Event of Default or
an Event of Default has occurred and is continuing at such time
or if and to the extent the aggregate outstanding Revolving
Loan Commitments have, pursuant to the preceding sentence, been
reduced to an amount
less than the L/C Obligations then outstanding.  Prepayments of
Loans described in this Section 3.6(c) shall be applied first
to the payment of Prime Rate Loans and second to the payment of
Eurodollar Rate Loans, and, within such Eurodollar Rate Loans,
pro rata in order of the maturity of such Loans.  All
prepayments of principal of the Term Loan, Additional Term
Loan, D Tranche Term Loan and E Tranche Term Loan pursuant to
this Section 3.6(c) shall be applied to the unpaid principal
amount of the Term Loan, Additional Term Loan, D Tranche Term
Loan and E Tranche Term Loan in the inverse order of the
remaining installments set forth in Sections 2.2(a), (d), (f)
and (g).
          (d)  All regularly scheduled principal installments
on the Term Loan, Additional Term Loan, D Tranche Term Loan and
E Tranche Term Loan shall be applied first to the payment of
Prime Rate Loans and second to the payment of Eurodollar Rate
Loans.
          (e)  During the pendency of an Event of Default, all
payments in respect of the Obligations shall be applied first
to interest, fees, costs, expenses and other amounts (other
than principal) then owing, and second to principal; provided,
however, that proceeds of collateral realized pursuant to the
exercise of remedies under any security instrument securing the
Obligations shall be applied as specified in such security
instrument.

          (f)  Notwithstanding anything in Section 3.2, 3.4,
3.6 or
9.2 to the contrary, but subject to the last sentence of this
Section 3.6(f), at the request of the Borrower any Term Lender,
Additional Lender, D Tranche Lender or E Tranche Lender may
waive its right to receive all or any part of such Lender's
portion of any voluntary prepayment of the Term Loan,
Additional Term Loan,
D Tranche Term Loan or E Tranche Term Loan made under Section
3.2 or any mandatory prepayment of the Term Loan, Additional
Term Loan, D Tranche Term Loan or E Tranche Term Loan required
to be made under Section 3.4 (other than Section 3.4(e)) (any
such portion, "Waived Proceeds") by delivering such waiver in
writing to the Agent and the Borrower, signed by an authorized
officer of such Lender and in
form satisfactory to the Agent.  Upon receipt of such written
waiver, the Borrower (i) shall, to the extent of any voluntary
prepayment of the Term Loan, Additional Term Loan, D Tranche
Term Loan or E Tranche Term Loan so waived, be relieved of its
obligation, if any, to prepay such amount pursuant to Section
3.4(a) with respect to any Excess Cash Flow reported by the
Borrower for the Fiscal Quarter in which such voluntary
prepayment is made (or was proposed to be made) and may apply
such Waived Proceeds to Permitted Uses, and (ii) shall, to the
extent of any
mandatory prepayment of the Term Loan, Additional Term Loan, D
Tranche Term Loan or E Tranche Term Loan so waived, be relieved
of its obligation to prepay such amount and may apply such
Waived Proceeds to Permitted Uses.  Any request by the Borrower
for a waiver of any prepayment pursuant to this Section 3.6(f)
shall, except with respect to the waiver request made to be
effective on the Second Restatement Date to the Term Lenders
and Additional Lenders, be made to the Term Lenders, Additional
Lenders, D Tranche
Lenders and E Tranche Lenders on a pro rata basis (relative to
the outstanding principal amount of the Term Loan, Additional
Term Loan, D Tranche Term Loan and E Tranche Term Loan), shall
be in writing, shall be made in accordance with Section 3.2(vi)
for any request for a waiver of any voluntary prepayment and
shall be delivered to the Agent, which shall promptly
distribute such request to the Term Lenders, Additional
Lenders, D Tranche Lenders and E Tranche Lenders.  Each Term
Lender, Additional Lender, D Tranche Lender and E Tranche
Lender shall use reasonable efforts to
respond to such waiver request within five Business Days (or
such greater number of Business Days as the Borrower may
specify) following receipt of a written request therefor.  Any
failure by a Term Lender, Additional Lender, D Tranche Lender
or E Tranche Lender to respond to such waiver request within
such period shall be deemed to be an election by such Lender
not to waive its right to receive its portion of such
prepayment and shall in no event give rise to any obligation or
liability of any kind on the part of
such Lender.  Notwithstanding the foregoing, in the event the
Borrower requests a waiver under this Section 3.6(f) in
connection with the Abitibi 25% Portion of any Abitibi
Sale/Monetization, any such Waived Proceeds shall only be used
by the Borrower as follows:
(i) the first $200,000,000 in the aggregate of such Waived
Proceeds
and the Abitibi 75% Portion resulting from such Abitibi
Sale/Monetization shall be applied to prepay, repurchase,
redeem or
otherwise extinguish any scheduled installment or stated
maturity of any Indebtedness for Money Borrowed of the Borrower
which, pursuant to the contractual terms thereof, is scheduled
for repayment or maturity prior to May 15, 1999; and (ii) the
remainder
of such Waived Proceeds shall be applied to prepay, repurchase,
redeem or otherwise extinguish (A) any Indebtedness for Money
Borrowed of the Borrower constituting Senior Indebtedness
and/or (B) any Indebtedness for Money Borrowed of the Borrower
constituting Subordinated Debt, provided that no more than 50%
of the aggregate amount of the remainder of such Waived
Proceeds may
be used to prepay, repurchase, redeem or otherwise extinguish
Subordinated Debt.
          (g)  All prepayments of principal of the Term Loan,
Additional Term Loan, D Tranche Term Loan and E Tranche Term
Loan made by the Borrower pursuant to Section 3.4(d) shall be
applied (i) to the nearest scheduled installments of the Term
Loan, Additional Term Loan, D Tranche Term Loan and E Tranche
Term Loan as provided in Section 3.4(d), with such principal
portion being paid together with accrued interest on such
prepaid principal amount; and (ii) first to the payment of
Prime Rate Loans and second to the payment of Eurodollar Rate
Loans, and within such Eurodollar Rate Loans, pro rata in order
of the maturity of the Interest Periods of such Loans.
          Section 3.7    Commitment Fees.
          (a)  The Borrower shall pay to the Agent for pro rata
distribution to each Revolving Lender (based on its Revolving
Loan
Pro Rata Share) a commitment fee (the "Revolving Loan
Commitment Fee") for the period commencing on the Closing Date
to the Revolver
Termination Date or the earlier termination of the Revolving
Loan Commitments, computed at a rate equal to 1/2 of 1% per
annum on the
average daily unused portion of the aggregate Revolving Loan
Commitments of the Revolving Lenders in effect at the time
under this Agreement; provided, however, that solely for
purposes of computing Commitment Fees, all outstanding Swing
Line Loans, L/C Obligations and Florence L/C Obligations shall
at all times be deemed to be an unused portion of the aggregate
Revolving Loan Commitments.

          (b)  The Borrower shall pay to the Agent for pro rata
distribution to each Supplemental Revolving Lender (based on
its Supplemental Revolving Loan Pro Rata Share) a commitment
fee (the "Supplemental Revolving Loan Commitment Fee") for the
period commencing on the Restatement Date to the Supplemental
Revolver Termination Date or the earlier termination of the
Supplemental Revolving Loan Commitments, computed at a rate
equal to 1/2 of 1% per annum on the average daily unused
portion of the aggregate Supplemental Revolving Loan
Commitments of the Supplemental Revolving Lenders in effect at
the time under this Agreement.

        (c)  Unless otherwise specified herein, accrued
Revolving
Loan Commitment Fees and Supplemental Revolving Loan Commitment
Fees payable under Sections 3.7(a) and (b) shall be due and
payable
(i) quarterly on the Quarterly Payment Dates of each year, (ii)
on the Revolver Termination Date and Supplemental Revolver
Termination
Date, and (iii) upon any reduction or termination in whole or
in part of the Revolving Loan Commitments or Supplemental
Revolving Loan Commitments.  The Revolving Loan commitment Fees
and Supplemental Revolving Loan Commitment Fees shall be
computed on the basis of a year consisting of 360 days and
actual days elapsed.

          Section 3.8    Amendment Fee.  On the Restatement
Date the Borrower shall pay to the Agent for distribution to
the Existing Lenders which execute this Agreement and return an
acknowledgment letter to the Agent on or before 5:00 p.m. (New
York
time) on June 16, 1997 an amendment fee equal to 1/8 of 1% of
such Existing Lender's aggregate outstanding Loans and unused
Commitments (the "Amendment Fee"); provided, however, that the
Amendment Fee shall be payable only in the event that this
Agreement is executed by the Required Lenders, the Majority
Revolving Lenders, the Majority Term Lenders, the Majority
Additional Term Lenders, the Majority Supplemental Revolving
Lenders and the Majority D Tranche Term Lenders (as such terms
are defined in the Existing Credit Agreement).

          Section 3.9    Additional Fees.  On the Restatement
Date the Borrower shall pay to BT, without duplication as to
any fees expressly set forth in this Agreement, the separately
negotiated fees (the "Additional Fees") as required by the
separate agreement between the Borrower and BT.

        Section 3.10   Agent's Administrative Fee.  The
Borrower
shall pay to the Agent for its own account a separately
negotiated annual fee payable in arrears in equal semi-annual
installments as required by the separate agreement between the
Borrower and the
Agent (the "Agent's Administrative Fee").

          Section 3.11   Payments.

          (a)  All payments by the Borrower under this
Agreement or
under any Loan Document shall be made without setoff,
counterclaim or other defense and in such amounts as may be
necessary in order that all such payments (after deduction or
withholding for or on account of any present or future taxes
(withholding or otherwise), levies, imposts, duties,
assessments or other charges of whatsoever
nature imposed by any government or any political subdivision
or taxing authority thereof, other than any franchise tax or
tax imposed on or measured by the income of a Lender pursuant
to the income tax laws of the United States of America or the
jurisdictions where such Lender's principal or lending offices
are located (collectively the "Taxes")) shall not be less than
the amounts otherwise specified to be paid under this
Agreement. The Borrower shall indemnify and hold the Agent, the
Facing Agent and the Lenders harmless against any and all such
Taxes together with all interest or penalties owing in respect
thereof.  A certificate as to any additional amount payable to
a Lender under this Section submitted to the Borrower and the
Agent by such Lender shall show in reasonable detail the amount
payable and the calculations used to determine in good faith
such amount, and shall, absent manifest error, be final,
conclusive and binding upon all parties hereto. With respect to
each deduction or withholding for or on account of any Taxes,
the Borrower shall promptly furnish to each Lender such
certificates, receipts and other documents as may be reasonably
required (in the judgment of such Lender) to establish any tax
credit to which such Lender may be entitled.

          (b)  All payments (including prepayments) to be made
by the Borrower on account of principal or interest on any of
its Obligations shall be made to the Agent at its Payment
Office for the ratable account of the Revolving Lenders, the
Supplemental Revolving Lenders, the Term Lenders, the
Additional Lenders, the D Tranche Lenders, the E Tranche
Lenders or for the Swing Line Lender
or the Facing Agent, as the case may be, not later than 12:00
noon (New York City time) on the date when due, in each case in
lawful money of the United States of America and in immediately
available funds. Except as required under Sections 2.12(h) and
(i), 2.13, 2.16, 3.2(a), 3.12(a), 9.5 and 9.6 or as permitted
under Section 3.6(f), all payments (including prepayments)
received by the Agent on account of principal or interest on
the Obligations or Letter of
Credit Fees, Revolving Loan Commitment Fees or Supplemental
Revolving Loan Commitment Fees shall be deemed made, and shall
be distributed by the Agent to the Revolving Lenders, the
Supplemental
Revolving Lenders, the Term Lenders, the Additional Lenders,
the D Tranche Lenders, the E Tranche Lenders, the Swing Line
Lender or the Facing Agent, as the case may be, and with
respect to any such payments to the Revolving Lenders, the
Supplemental Revolving Lenders, the Term Lenders, the
Additional Lenders, the D Tranche Lenders or the E Tranche
Lenders, distributed by the Agent to the Revolving Lenders, the
Supplemental Revolving Lenders, the Term Lenders, the
Additional Lenders, the D Tranche Lenders and the E Tranche
Lenders in accordance with their Revolving Loan Pro Rata
Shares, Supplemental Revolving Loan Pro Rata Shares, Term Loan
Pro Rata Shares, Additional Term Loan Pro Rata Shares, D
Tranche Term Loan Pro Rata Shares and E Tranche Term Loan Pro
Rata Shares, respectively, and, as among all Lenders (including
the Swing Line Lender and the Facing Agent), be applied ratably
according to the
amount of principal, interest, Letter of Credit Fees, Revolving
Loan Commitment Fees or Supplemental Revolving Loan Commitment
Fees
then due and owing to such Revolving Lenders, Supplemental
Revolving Lenders, Term Lenders, Additional Lenders, D Tranche
Lenders, E Tranche Lenders or the Swing Line Lender or the
Facing Agent, at the time such payment is received.  If any
payment hereunder becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next
succeeding Business
Day (provided, however, that if a payment in respect of a
Eurodollar Rate Loan would otherwise be made on a day which is
not a Business Day and after which no Business Day occurs in
the same month, such payment shall be made on the next
preceding Business Day), and, with respect to payments on
principal and, to the extent
permitted by law, interest thereon, interest thereon shall be
payable at the then applicable rate during such extension.
Payments received after noon (New York City time) on any date
shall
be deemed received on the next succeeding Business Day.

          (c)  Each Lender that is not a United States person
(as such term is defined in Section 7701(a)(30) of the Code),
shall submit to the Borrower within 31 days after it becomes a
Lender hereunder duly completed and signed copies of (i)
Internal Revenue Service ("IRS") Form 1001 (relating to such
Lender and entitling it
to a complete exemption from United States withholding on all
amounts to be received by such Lender at any Lending Office
designated by such Lender, including fees, under this
Agreement) and, if necessary to prevent backup withholding, IRS
Form W-8 (relating to the foreign status exemption from United
States federal income tax backup withholding), (ii) IRS Form
4224 (relating to all amounts to be received by such Lender at
any Lending Office designated by such Lender, including fees,
under this Agreement) and, if necessary to prevent backup
withholding, IRS Form W-9 (certification of taxpayer
identification number) or (iii) IRS Form W-8 (relating to the
exemption from United States federal income tax withholding on
payments of portfolio interest under Section 871(h) or Section
881(c) of the Code) together with a certificate substantially
in the form of Exhibit 3.12(c) hereto. Thereafter and from time
to time, each such Lender, to the extent legally entitled to do
so, shall submit to the Borrower such additional duly completed
and signed copies of the
previously provided forms (or such successor forms as shall be
adopted from time to time by the relevant United States taxing
authorities) as may be (i) requested by the Borrower from such
Lender and (ii) required under then-current United States law
or regulations to avoid United States withholding taxes on
payment in respect of amounts to be received by such Lender at
any Lending Office designated by such Lender, including fees,
under this Agreement. Upon the request of the Borrower, each
Lender that is a United States person (as such term is defined
in Section 7701(a)(30) of the Code) shall submit to the
Borrower a certificate to the effect that it is such a United
States person. If any Lender determines that it is unable to
submit to the Borrower any form or certificate
that such Lender is obligated to submit pursuant to this
Section, or that such Lender is required to withdraw or cancel
any such form
or certificate previously submitted, such Lender shall promptly
notify the Borrower of such fact.  Any amount that would
otherwise have been required to be paid by the Borrower in
respect of United States withholding Taxes pursuant to this
Section shall not be payable by the Borrower to any Lender that
(i) is neither (a)
entitled to submit the form or forms required by the first
sentence
of this Section 3.12(c) (or said successor forms) other than on
account of a change in applicable law or regulations or in any
treaty after the date hereof nor (b) a United States person (as
such term is defined in Section 7701(a)(30) of the Code), or
(ii) has failed to submit any form or certificate that it was
required to file pursuant to this Section and entitled to file
under applicable law.
                          ARTICLE IV
                REPRESENTATIONS AND WARRANTIES
          In order to induce the Agent, the Co-Agents and the
Lenders to enter into this Agreement and the other Loan
Documents and to make the Loans, and issue (or participate in)
the Letters of
Credit as provided herein, the Borrower makes the following
representations and warranties as of the Restatement Date and
as of
the date of each subsequent Credit Event, all of which shall
survive the execution and delivery of this Agreement and the
other Loan Documents and the making of the Loans and issuance
of the Letters or Credit, with the occurrence of each Credit
Event on or after the Restatement Date being deemed to
constitute a representation and warranty that the matters
specified in this Article IV are true and correct on and as of
the Restatement Date and on and as of the date of each such
Credit Event, provided that any representation or warranty
which by its terms is made as of a specified date shall be
required to be true and correct on the date
of each Credit Event but only as of such specified date, and
provided further, that any representation or warranty made by
the Borrower under the Original Credit Agreement, the First
Restated Credit Agreement or the Existing Credit Agreement
shall survive the
execution and delivery of this Agreement, and the termination
hereof:

          Section 4.1    Due Organization and Standing.  The
Borrower and each Subsidiary of the Borrower is a corporation
duly organized, validly existing and in good standing under the
laws of its respective jurisdiction of incorporation.  The
Borrower and each Subsidiary of the Borrower is duly qualified
and in good standing as a foreign corporation, and is duly
authorized to do business, in each jurisdiction in which the
ownership or leasing of
its or their properties or the conduct of its or their business
requires such qualification, except where the failure to be so
qualified would not have a Material Adverse Effect, either
individually or in the aggregate.

          Section 4.2    Power and Authority.  The Borrower and
each Subsidiary of the Borrower has all requisite corporate
power and authority to own, operate and encumber its property
and assets and to carry on its business as presently conducted
and as proposed
to be conducted.  Each of the Borrower and its Subsidiaries has
all
requisite power and authority (corporate and otherwise) (i) to
execute, deliver and perform its obligations under each of the
Basic Agreements to which it is a party, (ii) to assign and
grant a security interest or mortgage in the Collateral and the
Mortgaged
Property in the manner and for the purpose contemplated by the
Security Agreements and the Mortgages, respectively, to which
it is a party, and (iii) to execute, deliver and perform its
obligations under all other agreements and instruments executed
and delivered

by it pursuant to or in connection with any Basic Agreement to
which it is a party or bound thereby.

 Section 4.3    Subsidiaries.   Schedule 4.3 attached hereto is
a
complete and correct list of all Subsidiaries of the Borrower
as of the Restatement Date.  Except as set forth on Schedule
4.3, all of the issued and outstanding shares of capital
stock of each such Subsidiary other than directors' qualifying
shares, if any, are owned directly or indirectly by the
Borrower as
of the Restatement Date.  As of the Restatement Date, all
shares of
capital stock of each Subsidiary of the Borrower have been
validly issued, are fully paid and non-assessable and all such
shares owned
directly or indirectly by the Borrower are owned free and clear
of all Liens other than Permitted Liens.  Except as set forth
on Schedule     4.3, as of the Restatement Date, no authorized
but
unissued or treasury shares of capital stock of any such
Subsidiary
are subject to any option, warrant, right to call or commitment
of any kind or character.  Except as set forth on Schedule 4.3,
as of the Restatement Date, the Borrower has no Subsidiaries
other than Wholly-Owned Subsidiaries.

          Section 4.4    No Violation of Agreements.  The
execution, delivery and performance by each of the Borrower and
its
Subsidiaries of each of the Basic Agreements to which it is a
party
and all other agreements and instruments to be executed and
delivered by the Borrower or any of its Subsidiaries pursuant
hereto or thereto or in connection herewith or therewith, the
assignment of, and the grant of a security interest or mortgage
in,
the Collateral or on the Mortgaged Property in the manner and
for the purpose contemplated by the Security Agreements and the
Mortgages, respectively, do not and will not (i) violate in any
material respect any provisions of any law, statute, rule,
regulation (including, without limitation, Regulations G, T, U
or X of the Board), order, license, permit, writ, judgment,
decree, determination or award presently in effect having
applicability
to the Borrower or any of its Subsidiaries, (ii) conflict with
or result in a breach of or constitute a tortious interference
with or
constitute a default under the certificate of incorporation or
by laws, or other organizational documents, as the case may be,
of either the Borrower or any of its Subsidiaries or any
indenture or loan or credit agreement, or any other material
agreement or instrument, to which the Borrower or any of its
Subsidiaries is a party or by which the Borrower or any of its
Subsidiaries or any of their respective properties are bound or
affected, or any governmental permit, license or order, (iii)
result in or require the creation or imposition of any Lien
(except for Permitted Liens) of any nature upon or with respect
to any of the properties now owned or hereafter acquired by the
Borrower or any of its Subsidiaries, or (iv) require any
approval of stockholders or any approval or consent of any
Person which have not been obtained on or prior to the
Restatement Date, except for such approvals and consents
referred to on Schedule 4.4 hereto. Neither the Borrower nor
any Subsidiary of the Borrower is in default under or in
violation of any such law, statute, rule, regulation, judgment,
decree, license, order or permit described above or any
indenture, mortgage, deed of trust, agreement or other
instrument described
above or under its charter or by-laws, in each case the
consequences of which default or violation, either in any one
case or in the aggregate, would have a Material Adverse Effect.

          Section 4.5    Due Authorization, etc.  The
execution, delivery and performance (or filing, as the case may
be) of each of the Basic Agreements, and the consummation of
the transactions contemplated thereby, have been duly
authorized by all requisite corporate action on the part of the
Borrower or its applicable Subsidiaries party to such Basic
Agreements and no other corporate proceedings on the part of
the Borrower or its applicable Subsidiaries are necessary to
authorize any of the Basic Agreements.  Each of the Basic
Agreements to which it is a party and each other agreement or
instrument executed and delivered by the Borrower or any of its
Subsidiaries pursuant hereto or thereto or in connection
herewith or therewith has been duly executed and delivered (or
filed, as the case may be) by the Borrower or such Subsidiary
and constitutes or will constitute a legal, valid and binding
obligation of the Borrower or such Subsidiary, enforceable
against the Borrower or such Subsidiary in accordance with its
respective terms (subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other similar laws affecting the
enforcement of creditors' rights generally and general
equitable principles).  Each of the Basic Agreements is in full
force and effect and the Borrower and the other parties thereto
(other than the Lenders) have performed and complied in all
material respects with all the terms, provisions, agreements
and conditions set forth therein and required to be performed
or complied with by such parties on or before the Closing Date,
and no default by the Borrower or any Subsidiary of the
Borrower or, to the best knowledge of the Borrower, any of the
other parties thereto (other than the Lenders), exists
thereunder.  From and after the Closing Date, the Security
Agreements will give the Agent for the benefit of the Lenders,
as security for the repayment of the obligations secured
thereby, assuming proper filings and recordations are made, a
valid and perfected first priority lien (which priority is
subject only to prior Liens permitted by such agreements) upon
and security interest in the Collateral, and each of the
Mortgages will give the Agent for the benefit of the Lenders,
as security for the repayment of the obligations secured
thereby, assuming proper filings and recordations are made, a
valid and first priority lien (which priority is subject only
to prior Liens permitted by
the respective Mortgages) upon and security interest in the
respective Mortgaged Property, subject to Permitted Liens.
        Section 4.6    Indebtedness for Money Borrowed.
Attached
hereto as Schedule 4.6 is a complete and correct list of all
Indebtedness for Money Borrowed, exclusive of intercompany
Indebtedness for Money Borrowed owing between and among the
Borrower and its Wholly-Owned Subsidiaries, of the Borrower and
each Subsidiary of the Borrower outstanding as of the
Restatement Date, showing the aggregate principal amount which
will be outstanding on the Restatement Date after giving effect
to the Related Transactions and the making of the Loans
hereunder.  The Borrower has delivered or caused to be
delivered to the Agent a true and complete copy of the form of
each instrument evidencing Indebtedness for Money Borrowed
listed on Schedule 4.6 and of each instrument pursuant to which
such Indebtedness for Money Borrowed was issued.  All
Indebtedness of the Borrower to the Agent or the Lenders under
any Basic Agreement constitutes Senior Indebtedness. No
Indebtedness of the Borrower to any party is senior in priority
of payment to the Obligations.

          Section 4.7    Fiscal Quarters and Year.  The fiscal
quarters (the "Fiscal Quarters") of the Borrower and its
Subsidiaries begin on the first day of January, April, July and
October and end on the last day of March, June, September and
December, respectively, of each year.  The fiscal year (the
"Fiscal Year") of the Borrower and each of its Subsidiaries
commences on January 1 and ends on December 31 of each calendar
year.
          Section 4.8    Title to and Conditions of Properties.
Except as disclosed on Schedule 4.8 hereto, as of the
Restatement Date, the Borrower or one of its Subsidiaries has
valid, legal and marketable title to, or a subsisting leasehold
interest in, all material items of real and personal property
reflected on the Balance Sheet or acquired after the date of
the Balance Sheet except for assets sold, transferred or
otherwise disposed of in the ordinary course of business since
the date of the Balance Sheet, in each case (except as to
leasehold interests) free and clear of all Liens, except
Permitted Liens.  As of the Restatement Date, substantially all
items of real and material personal property owned by, leased
to or used by the Borrower and/or each Subsidiary of the
Borrower are in adequate operating condition and repair,
ordinary wear and tear excepted, are free and clear of any
known defects except such defects as do not substantially
interfere with the continued use thereof in the conduct of
normal operations, and are able to serve the function for which
they are currently being used.
       Section 4.9    Litigation, Proceedings, Licenses,
Permits.  There is no action, suit or proceeding, or any
governmental investigation or any arbitration pending or, to
the knowledge of the Borrower, threatened against the Borrower
or any of its Subsidiaries or any material property of any
thereof before any court or arbitrator or any governmental or
administrative body,
agency or official (i) which asserts the invalidity, or seeks
to enjoin, or otherwise materially interferes with, the
performance or consummation, of any Basic Agreement, or (ii)
which is reasonably likely to have a Material Adverse Effect.
Neither the Borrower nor any of its Subsidiaries (A) is in
default with respect to any order of any court, arbitrator or
governmental body or is subject to or party to any order of any
court or governmental authority arising out of any action, suit
or proceeding against it under any statute or other law
respecting
antitrust, monopoly, restraint of trade, unfair competition or
similar matters or (B) has violated or is in violation of any
statute, rule or regulation of any governmental authority in
each case where such violation or default would have a Material
Adverse Effect.  The Borrower and each of its Subsidiaries have
been and are current and in good standing with respect to all
governmental approvals, permits, certificates, licenses,
inspections, consents and franchises necessary to continue to
conduct their respective businesses in accordance with
applicable laws, rules and regulations and to own or lease and
operate their respective properties, except where the failure
to be so would not have a Material Adverse Effect.
          Section 4.10   Governmental Consents, etc.  Except to
the extent not required to be obtained prior to the Restatement
Date (or, with respect to any future date, required to be
obtained as of such date), and except as disclosed on Schedule
4.10 hereto, no authorization, consent, approval, license,
qualification or formal exemption from, nor any filing,
declaration or registration with, any court, governmental
agency or regulatory authority or any securities exchange or
any other Person is required in connection with the execution,
delivery and performance by the Borrower and its Subsidiaries
of any Basic Agreement or the assignment of, and the grant of a
security interest in or mortgage on the Collateral or the
Mortgaged Property, in the manner and for the purposes
contemplated by the Security Agreements or the Mortgages,
respectively, and all of such consents shall have been obtained
prior to, and shall remain in full force and effect on, and any
requirements described on Schedule 4.10 shall have been met on
or prior to, the Restatement Date.

          Section 4.11   Financial Statements.

          (a) The Borrower has heretofore caused to be
delivered to each Lender complete and correct copies of (i) the
audited consolidated balance sheets of the Borrower and its
Subsidiaries for the fiscal years ended December 31, 1993,
1994, 1995 and 1996, and the audited consolidated statements of
income and consolidated statements of cash flows for such years
then ended, certified by Price Waterhouse, whose report thereon
is incorporated by reference therein, and (ii) the unaudited
consolidated balance sheet of the Borrower and its Subsidiaries
as of March 31, 1997 (such unaudited
consolidated balance sheet and notes thereto as of March 31,
1997 being herein referred to as the "Balance Sheet"), together
with unaudited consolidated statements of income and
consolidated statements of cash flows for the three months
ended March 31, 1997. As of the Restatement Date, such
consolidated balance sheets and the notes thereto fairly
present the assets, liabilities and financial condition of the
Borrower and its Subsidiaries as at the respective dates
thereof, and such consolidated statements of income and
consolidated statements of cash flows and the notes thereto
fairly present the results of operations of the Borrower and
its Subsidiaries for the respective periods therein referred
to, all in accordance with generally accepted accounting
principles consistently applied throughout the respective
periods involved and the prior periods, except as stated
therein or in the notes thereto.

          (b)  The Borrower has furnished to the Agent the pro
forma consolidated balance sheet (the "Pro Forma") of the
Borrower and its Subsidiaries dated as of May 28, 1997 and
attached hereto as Exhibit 4.11(b).  As of May 28, 1997, the
Pro Forma is complete and accurate in all material respects and
fairly presents the Borrower's assets, liabilities and
financial
condition, on a consolidated basis, taking into account the
transactions contemplated by the Basic Agreements, the Related
Transactions and the making of the Loans hereunder based on the
assumptions set forth in the notes to the Pro Forma.

          (c)  The Borrower has furnished to the Agent initial
Forecasts for the Borrower dated May 28, 1997 and attached
hereto as Exhibit 4.11(c).  For purposes of this Agreement,
"Forecasts" shall mean forecasted balance sheets for the
forthcoming five (5) years, year-by-year; forecasted cash flow
statements (including proposed Capital Expenditures) for the
forthcoming five (5) years, year-by-year; forecasted profit and
loss statements for the forthcoming five (5) years, year-by-
year, and for the forthcoming Fiscal Year, quarter-by-quarter,
together with appropriate supporting details consistent with
Exhibit 4.11(c). The initial Forecasts have been prepared by
the Borrower on the basis of the assumptions set forth therein
and represent, as of the Restatement Date, the good faith
estimate of the Borrower regarding the course of the Borrower's
business for the periods covered thereby.  The Borrower
believes in good faith on the Restatement Date that the
assumptions set forth in the initial Forecasts are reasonable.

          (d)  Except as set forth on Schedule 4.11(d) hereto,
neither the Borrower nor any of its Subsidiaries has any
material liabilities or obligations of any nature, whether
absolute, accrued, contingent or otherwise, or any material
unsatisfied judgments or any leases for a period in excess of
five (5) years which either individually or in the aggregate
are material (herein called "Material Liabilities"), except (a)
Material Liabilities which are fully reflected or reserved
against on (i) the Pro Forma, with respect to the period from
the Restatement Date until the delivery of the Most Recent
Balance Sheet in Fiscal Year 1997 for the Second Fiscal Quarter
and (ii) the Most Recent Balance Sheet, with respect to all
periods thereafter, and (b) Material Liabilities incurred
subsequent to the date of the Pro Forma or the Most Recent
Balance Sheet, as the case may be, in the ordinary course of
business consistent with past practice. The reserves, if any,
reflected on the Pro Forma or the Most Recent Balance Sheet, as
the case may be, for all Material Liabilities referred to in
clause (a) above are appropriate and reasonable as of the date
of the Pro Forma or Most Recent Balance Sheet, as the case may
be.

          Section 4.12   No Material Adverse Change.  Except
for the transactions specifically contemplated by the Basic
Agreements or reflected on the Pro Forma and matters disclosed
in the public filings identified on Schedule 4.12 hereto, since
December 31, 1994 there has been no material adverse change in
the condition (financial or otherwise), business, assets,
liabilities, prospects or results of operations of the Borrower
and its Subsidiaries taken as a whole.

          Section 4.13   Tax Returns and Payments.  The
Borrower and each of its Subsidiaries has timely filed or
caused to be filed all tax returns which are required to be
filed, and has paid all taxes shown to be due and payable on
said returns or on any assessments made against it or any of
its property and all other material taxes, fees or other
charges imposed on it or any of its property by any
Governmental Authority (other than those the amount or validity
of which is being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity
with generally accepted accounting principles have been
provided on the books of the Borrower or such Subsidiary, as
the case may be); and no tax liens have been filed and no
claims are being asserted with respect to any such taxes, fees
or other
charges (other than such liens or claims, the amount or
validity of which is currently being contested in good faith
by appropriate proceedings and with respect to which reserves
in conformity with generally accepted accounting principles
have been provided).
          Section 4.14   Patents, etc.  The Borrower and each
of its Subsidiaries own, are licensed or otherwise have the
lawful right to use, or have all permits and other
governmental approvals, patents, trademarks, trade names,
copyrights, technology, knowhow and processes used in or
necessary for the conduct of their businesses except where the
failure to own or have the right to use will not have a
Material Adverse Effect. To the best of Borrower's knowledge,
the use of such permits and other governmental approvals,
patents, trademarks, trade names, copyrights, technolo gy,
know-how and processes by the Borrower and each of its
Subsidiaries does not infringe on the rights of any Person,
subject to such claims and infringements as do not, in the
aggregate, give rise to any liability on the part of the
Borrower or any of its Subsidiaries which has or is reasonably
likely to have a Material Adverse Effect.  The consummation of
the transactions contemplated by the Basic Agreements will not
impair the ownership of or rights under (or the license or
other right to use, as the case may be) any permits,
governmental approvals, patents, trademarks, trade names,
copyrights, technology, know-how or processes by the Borrower
or any of its Subsidiaries in any manner which has or is
reasonably likely to have a Material Adverse Effect.
          Section 4.15   ERISA.
          (a) With respect to the Borrower and its
Subsidiaries (other than Stone-Canada and its Subsidiaries
except to the extent
that a Plan of Stone-Canada or any Subsidiary of Stone-Canada
is subject to ERISA):
          (i)  No termination since September 2, 1974 of any
     Plan of the Borrower or any of its Subsidiaries or any
     ERISA Affiliate has resulted in any material liability of
     the Borrower or any of its Subsidiaries.  All Plans of
     the Borrower or any of its Subsidiaries have been
     operated and administered in a manner so as not to result
     in any material liability for failure to comply with
     ERISA, and if intended
to
     qualify under Section 401(a) or 403(a) of the Code, in a
     manner so as not to result in any material liability for
     failure to comply with the applicable provisions thereof.
     Neither the Borrower nor any of its Subsidiaries or any
ERISA
     Affiliate has engaged in any transaction in connection
     with which any such entity could be subjected to either a
material
     civil penalty assessed pursuant to Section 502(i) of
     ERISA or a material tax imposed by Section 4975 of the
     Code. Full payment has been made on a timely basis of all
     amounts which the Borrower or any of its Subsidiaries or
     any ERISA
Affiliate
   is required under the terms of each Plan to have paid as a
     contribution to such Plan.  None of the Plans which is
subject
     to Part 3 of Subtitle B of Title 1 of ERISA or Section
     412 of the Code has an accumulated funding deficiency (as
     defined in Section 302 of ERISA and Section 412 of the
     Code), whether or not waived.  Neither the Borrower nor
     any of its Subsidiaries
    or ERISA Affiliates has any contingent liability under
Section
     4069 of ERISA.  No material liability to the PBGC has
     been or is expected by the Borrower to be incurred with
     respect to
any
     Plan by the Borrower or any of its Subsidiaries or any
     ERISA Affiliate; and there has been no Reportable Event,
     and no event or condition, which presents a material risk
     of termination of any such Plan by the PBGC which would
     result
in
     material liability of the Borrower or any of its
     Subsidiaries or any ERISA Affiliate. No material
     liability has been or is expected to be incurred by the
     Borrower or any of its Subsidiaries or any ERISA
     Affiliate resulting from any withdrawal by the Borrower,
     any of its Subsidiaries or any ERISA Affiliate from a
     plan in which it was a substantial employer (within the
     meaning of Section 4001 (a)(2) of
ERISA).
     Assuming that no portion of the Loan proceeds to be
     advanced hereunder is attributable, directly or
     indirectly, to the assets of any employee benefit plan
     (within the meaning of Section 3(3) of ERISA) or plan
     (within the meaning of
Section
     4975(e) of the Code), the execution, performance and
delivery
     of the Basic Agreements by any party thereto will not
involve
     any prohibited transaction within the meaning of Section
     406 of ERISA or Section 4975 of the Code for which an
     exemption therefrom is not available.  The aggregate fair
     market value of the assets of the Plans exceeds the
     aggregate present
value
   of accrued benefits under such Plans and, with respect to
any
   Plan the fair market value of the assets of which does not
     exceed the present value of accrued benefits thereunder
     (an "Underfunded Plan"), the amount by which the present
     value
of
   accrued benefits under each Underfunded Plan exceeds the
fair
     market value of the assets of such Underfunded Plan is
     not material to the Borrower and its Subsidiaries taken
     as a whole.
     
         (ii)  No material liability has been or is expected
     to be incurred by the Borrower or any of its
     Subsidiaries or any ERISA Affiliate with respect to any
     Multiemployer Plan
except
 for future contributions to any Multiemployer Plan pursuant
to
     the terms of any applicable collective bargaining
     agreement. Full payment has been made of all amounts
     which the Borrower or any ERISA Affiliate is required
     under the terms of any Multiemployer Plan to have paid
     as a contribution to such Multiemployer Plan as of the
     last day of the most recent fiscal year of such
     Multiemployer Plan, except for any contribution which
     might be required and is unpaid because
of
    mathematical error in the calculation of such amount.
                              
        (iii)  No liability which would have a Material
Adverse
     Effect has been or is expected to be incurred by the
Borrower
     or any of its Subsidiaries or any ERISA Affiliate for
failure
     to comply with the health coverage continuation
     requirements enacted under the Consolidated Omnibus
     Budget Reconciliation Act of 1986.
     
          (b)  With respect to Stone-Canada and its
Subsidiaries, except as set forth on Schedule 4.15, there are
no unfunded liabilities arising out of any pension plan or
under any benefit plan to which Stone-Canada or any Subsidiary
of Stone-Canada is a party or by which either is bound and all
employer contributions required thereunder to date have been
made.
       Section 4.16   Governmental Regulation.  Neither the
Borrower nor any of its Subsidiaries is subject to regulation
under the Public Utility Holding Company Act of 1935, the
Federal Power Act, the Interstate Commerce Act, the Investment
Company Act of 1940 or any other federal or state statute or
regulation such that its ability to incur indebtedness is
limited or its ability to consummate the transactions
contemplated hereby is materially impaired.
          Section 4.17   Federal Reserve Regulations.  Neither
the Borrower nor any Subsidiary of the Borrower is engaged,
directly or
indirectly, principally, or as one of its important
activities, in the business of extending, or arranging for the
extension of, credit for the purpose of purchasing or carrying
any Margin Stock, within the meaning of Regulation G, U or X
of the Board. Following application of the proceeds of each
Loan, not more than 25% of the value of the assets (either of
the Borrower only or of the Borrower
and its Subsidiaries on a consolidated basis) will be Margin
Stock.

          Section 4.18   Transaction Documents.  The Borrower
has delivered to the Agent true, complete and correct copies
of the Transaction Documents (including all schedules,
exhibits, annexes, amendments and all other documents
delivered pursuant thereto or in
connection therewith). The Transaction Documents as originally
executed and delivered by the parties thereto have not been
amended, waived, supplemented or modified without the consent
of the Required Lenders.  Neither the Borrower nor any other
party thereto is in default in the performance or compliance
with any provisions thereof.  The Transaction Documents are in
material compliance with all applicable laws and the
transactions effected thereunder were consummated in
accordance with applicable laws and regulations.
          Section 4.19   Solvency of the Borrower.  As of the
Restatement Date, no obligation shall have been incurred by
the Borrower or any Subsidiary of the Borrower with intent to
hinder, delay, disturb or defraud creditors of the Borrower or
any Subsidiary of the Borrower and the Borrower and each of
its Subsidiaries (i) shall not be "insolvent" (within the
meaning of Section 101(29) of The Bankruptcy Code of 1978, as
amended, Section
2 of the Uniform Fraudulent Conveyance Act or Section 2 of the
Uniform Fraudulent Transfer Act) and will not become
"insolvent" (after giving effect to the financing contemplated
hereby or any application of the proceeds of the Loans or the
proceeds from the Transaction Documents) as a result of the
incurrence of any such obligations; (ii) shall not be engaged
in any business or transaction with unreasonably small capital
(after giving effect to
the financing contemplated hereby); and (iii) shall be able to
perform its contingent obligations and other commitments as
they mature in the normal course of business.
          Section 4.20   Certain Fees.  Other than as set
forth in the Transaction Documents or in the documentation
relating to the public debt financing contemplated thereby, no
broker's or finder's
fees or commissions were paid or will be payable by the
Borrower or
any Subsidiary of the Borrower with respect to the
transactions contemplated by the Basic Agreements.  No similar
fees or commissions were paid or will be payable by the
Borrower or any Subsidiary of the Borrower for any other
services rendered to the Borrower or any Subsidiary of the
Borrower in connection with the transactions contemplated
hereby.  The Borrower covenants that it will indemnify the
Agent, the Co-Agents and each Lender against and
hold the Agent, the Co-Agents and each Lender harmless from
any claim, demand or liability for broker's or finder's fees
or similar
fees or commissions alleged to have been incurred in
connection with any such issuance or offer, issue and sale, or
the transactions contemplated hereby.  The obligations of the
Borrower under this Section shall survive the termination of
this Agreement and the discharge of the Borrower's obligations
hereunder and under
the Obligations.

          Section 4.21   Environmental Matters.  Except as
disclosed on Schedule 4.21, (i) the operations of and the real
property associated with the Borrower and each of its
Subsidiaries is in compliance with all applicable
Environmental Laws except where the failure to so comply could
not be expected to have a Material Adverse Effect; (ii) the
Borrower and each of its Subsidiaries has obtained and
maintains all material environmental,
health and safety permits, certificates, licenses, approvals
and authorizations necessary for their respective operations
under all applicable Environmental Laws (collectively,
"Environmental Permits"), and all such Environmental Permits
are in good standing and the Borrower and its Subsidiaries are
in material compliance with all terms and conditions of such
Environmental Permits; (iii) neither the Borrower nor any of
its Subsidiaries nor any of their present or past properties
or operations (whether owned or leased) are subject to:  (A)
any written claim, request for information, judgment, order,
decree or agreement from or with any Governmental Authority or
private party related to any material violation of or material
noncompliance with Environmental Laws or Environmental
Permits, (B) any pending or, to the knowledge of the Borrower,
threatened judicial or administrative proceeding, action, suit
or investigation related to any Environmental Laws or
Environmental Permits which, if determined adversely to the
Borrower or any of its Subsidiaries, could have a Material
Adverse Effect, or (C) any liabilities, obligations or costs
arising from any Remedial Action or any Release or threatened
Release of a Contaminant into the environment regardless of
whether the Release or threatened Release
is occurring on the Borrower's or any Subsidiaries present or
past properties or at any other location, in each case where
such Remedial Action, Release or threatened Release would have
a Material Adverse Effect; and (iv) except as disclosed on
Schedule 4.21 hereto, as of the Restatement Date, neither the
Borrower nor any of its Subsidiaries has received any written
notice or claim to
the effect that the Borrower or any of its Subsidiaries is or
may be liable to any Person for an amount in excess of
$500,000 as a result of the Release or threatened Release of a
Contaminant into the environment.
          Section 4.22   Disclosure.  No statement, fact,
representation or warranty of the Borrower or its Subsidiaries
contained in the Basic Agreements, the Note Prospectus or any
other
document furnished to the Lenders by or on behalf of the
Borrower or any Subsidiary for use in connection with the
transactions contemplated by the Basic Agreements contains any
untrue statement of a material fact nor do such documents
taken as a whole omit to state a material fact necessary in
order to make the statements contained herein or therein, as
the case may be, not misleading when made. The pro forma
forecasts, projections and pro forma financial information
contained in such materials are based upon good faith
estimates and assumptions believed by the Borrower to be
reasonable at the time made, it being recognized by the
Lenders that such pro forma forecasts and projections as to
future events are not to be viewed as facts and that actual
results during the period or periods covered by any such pro
forma forecasts and projections will differ from the
forecasted or projected results. As of the Restatement Date
there is no fact known to the Borrower (other than matters of
a general economic nature not peculiar to the Borrower, or its
Subsidiaries) which materially and adversely affects the
condition (financial or otherwise), properties, business,
prospects or operations of the Borrower and its Subsidiaries
taken as a whole which has not been disclosed herein or in
such other documents, certificates and statements furnished to
the Lenders for use in connection with the transactions
contemplated hereby.

        Section 4.23   Survival of Warranties; Covenant
Regarding
Disclosure.  All representations and warranties contained in
the Original Credit Agreement, the First Restated Credit
Agreement, the
Existing Credit Agreement, this Agreement and the other Basic
Agreements shall survive the execution and delivery of this
Agreement and such other Basic Agreements, as the case may be,
and the termination hereof and thereof.  The Borrower may from
time to time propose in writing to the Agent and Lenders
modifications or supplements to the disclosures contained
herein or the disclosure schedules attached to this Agreement
in order to maintain the accuracy thereof; provided, however,
that any modifications or supplements to the disclosures
contained in this Agreement or the disclosure schedules
attached to this Agreement and provided by the
Borrower after the Restatement Date shall not be deemed a part
of this Agreement until accepted in writing by the Required
Lenders, provided that a Lender shall be deemed to have
accepted any such proposed modification or supplement if such
Lender fails to give written notice of the rejection thereof
within 30 days after receipt from the Borrower of such
proposed modification or supplement expressly requesting
acceptance thereof under this Section   4.23.
                           ARTICLE V
                           COVENANTS
          Section 5.1    Affirmative Covenants of the
Borrower. The Borrower covenants and agrees that for so long
as this Agreement is in effect and until the Obligations and
all other
obligations incurred hereunder or under any other Loan
Document, whether or not matured, are paid in full and all
Commitments have terminated, the Borrower will, unless first
having procured the written consent of the Required Lenders:
          5.1.1     Financial Data.  Furnish to the Agent and
each Lender:
          (a)  Within five (5) Business Days after an
     Executive Officer of the Borrower shall have obtained
     knowledge of the occurrence of an Event of Default and/or
     an Unmatured Event
of
     Default, the written statement of the chief executive
officer,
      chief operating officer, chief financial officer or
treasurer
     of the Borrower setting forth the details of each such
     Event of Default or Unmatured Event of Default which has
     occurred and is continuing and the action which the
     Borrower proposes to take with respect thereto.
     
          (b)   Within forty-five (45) days (or in the case of
     the financial statements referenced in Sections
     5.1.1(b)(ii), sixty (60) days) after the end of each
     Fiscal Quarter
(except
      the last Fiscal Quarter) of each Fiscal Year of the
Borrower,
     (i) unaudited financial statements consisting of a
     consolidated balance sheet of the Borrower and its
     Subsidiaries as at the end of such quarter and a
consolidated
   statement of income and a consolidated statement of cash
flows
   of the Borrower and its Subsidiaries for such quarter and
for
     the portion of the fiscal year through such quarter, all
     in reasonable detail and certified (subject to normal
     year-end audit adjustments) on behalf of the Borrower by
     the chief executive officer, chief financial officer,
     chief accounting officer or treasurer of the Borrower as
     having been prepared in accordance with generally
     accepted accounting principles consistently applied, (ii)
     unaudited financial statements
     consisting of a consolidated balance sheet of the
Borrower and
     its Subsidiaries as at the end of such quarter and a
     consolidated statement of income and a consolidated
statement
    of cash flows of the Borrower and its Subsidiaries for
     such quarter and for the portion of the fiscal year
     through such quarter, all in reasonable detail and
     certified (subject to normal year-end audit adjustments)
     on behalf of the Borrower by the chief executive officer,
     chief operating officer,
chief
     financial officer, chief accounting officer or treasurer
     of the Borrower as having been prepared in accordance
     with generally accepted accounting principles
     consistently
applied
     (except that in such statements S-CC shall be accounted
     for utilizing the equity method) and (iii) a schedule
     setting forth the computation of Excess Cash Flow for the
     Fiscal Quarter then ended (an "Excess Cash Flow
     Schedule").  The financial statements delivered pursuant
     to Section
5.1.1(b)(i)
     shall be accompanied by a certificate from such officer
     addressed to the Lenders substantially in the form of
Exhibit
     5.1.1, to the extent applicable, stating that no Event of
     Default and no Unmatured Event of Default has come to his
     attention which was continuing at the end of such quarter
     or on the date of his certificate, or if such an Event of
Default
     or Unmatured Event of Default has come to his attention
     and was continuing at the end of such quarter or on the
     date of his certificate, indicating the nature of such
     Event of Default or Unmatured Event of Default and the
     action which
the
     Borrower proposes to take with respect thereto.  Such
     certificate shall also detail the amount of any
Discretionary
     Funds originating during such Fiscal Quarter, any
      utilization of Discretionary Funds during such Fiscal
      Quarter, the
amount
     of the Discretionary Funds Basket and the Dividend Basket
     as of the end of such Fiscal Quarter, the amount of any
     Debt Basket Proceeds and Excess Excluded Sales Proceeds
     remaining in the Discretionary Funds Basket after any
     utilization thereof  and any utilization of the Dividend
     Basket for Investments, Acquisitions or Capital
     Expenditures during
such
  Fiscal Quarter and shall set forth detailed computations as
to
     the Borrower's compliance with the covenants set forth in
     Sections 5.2.1 (with respect to clause (o) of the
definition of Permitted Liens), 5.2.2, 5.2.3, 5.2.5, 5.2.7,
5.2.9, 5.2.11, 5.2.12, 5.2.15, 5.3.1 and 5.3.2 and detailed
computations showing whether an adjustment of Borrowing
Margins pursuant to Section 2.9 is required.  To the extent
that the accounting principles utilized in the preparation
of
  any financial statements delivered by the Borrower pursuant
to
     Section 5.1.1(b) or (c) are at variance with the
     Agreement Accounting Principles (other than accounting
     for S-CC utilizing the equity method for purposes of the
     financial statements delivered pursuant to Sections
     5.1.1(b)(ii) and 5.1.1(c)(ii)), such financial statements
     shall be
accompanied
    by a statement detailing the nature of such variance.  In
     addition to the consolidated financial statements
     delivered pursuant to Section 5.1.1 (b)(i), the Borrower
     will provide, as soon as available and in any event
     within sixty (60) days after the end of each Fiscal
     Quarter (except the last Fiscal Quarter) of each Fiscal
     Year of Stone-Canada, unaudited financial statements
     consisting of a balance sheet and statement of
     stockholders' equity of Stone-Canada as at the end of
     such quarter and a statement of income and cash flows of
     Stone-Canada for such quarter and for the portion of the
     fiscal year through such quarter, all in reasonable
     detail
and
     certified (subject to normal year-end audit adjustments)
     on behalf of Stone-Canada by the chief executive officer,
     chief operating officer, chief financial officer or
     treasurer of Stone-Canada as having been prepared in
     accordance with generally accepted accounting principles
     consistently
applied.

          (c)  Within ninety (90) days after the end of each
Fiscal
   Year of the Borrower, (i) financial statements consisting
     of a consolidated balance sheet and statement of
     stockholders' equity of the Borrower and its Subsidiaries
     as at the end of such fiscal year and a consolidated
     statement of income and
a
     consolidated statement of cash flows of the Borrower and
     its Subsidiaries for such fiscal year, setting forth in
     comparative form the corresponding figures for the
     preceding fiscal year, certified without qualification as
     to scope of audit by independent public accountants of
     ecognized
national
     standing and reputation selected by the Borrower, (ii)
     unaudited financial statements, consisting of a
     consolidated balance sheet of the Borrower and its
     Subsidiaries as at the end of such fiscal year and a
     consolidated statement of
 income and a consolidated statement of cash flows of the
 Borrower and its Subsidiaries for such fiscal year, all in
reasonable detail and certified on behalf of the Borrower by
the
     chief executive officer, chief financial officer, chief
     accounting officer or treasurer of the Borrower as having
     been prepared in accordance with generally accepted
     accounting principles consistently applied (except that
     in such statements S-CC shall be accounted for utilizing
     the equity method) and
(iii)
     an Excess Cash Flow Schedule setting forth the
     computation of Excess Cash Flow for the last Fiscal
     Quarter in the Fiscal Year then ended.  The financial
     statements delivered
pursuant
     to Section 5.1.1(c)(i) shall be accompanied by a
     certificate from the chief executive officer, chief
     operating officer, chief financial officer, chief
     accounting officer or
treasurer
*     of the Borrower to the Lenders substantially in the form
of
     Exhibit 5.1.1, to the extent applicable, (x) stating that
     no Event of Default and no Unmatured Event of Default has
     come
to
     his attention which was continuing at the end of such
     fiscal year or on the date of his certificate, or, if
     such an Event of Default or Unmatured Event of Default
     has come to his attention which was so continuing, the
     certificate shall indicate the nature of such Event of
     Default or Unmatured Event of Default and the action
     which the Borrower proposes
to
     take with respect thereto, (y) setting forth detailed
     computations showing whether an adjustment of Borrowing
     Margins pursuant to Section 2.9(a) is required, and (z)
     setting forth computations as to the Borrower's
     compliance
 for
   the preceding fiscal year with the covenants set forth in
     Sections 5.2.1 (with respect to clause (o) of the
     definition of Permitted Liens), 5.2.2, 5.2.3, 5.2.5,
     5.2.7, 5.2.9, 5.2.11, 5.2.12, 5.2.15, 5.3.1 and 5.3.2.
     Such certificate shall also detail the amount of any
     Discretionary Funds originating during the final Fiscal
     Quarter of the preceding Fiscal Year, any utilization of
     Discretionary Funds during such Fiscal Quarter, the
     amount of the Discretionary Funds Basket and the Dividend
     Basket as of the end of such Fiscal Quarter, the amount
     of any Debt Basket Proceeds and Excess Excluded Sale
     Proceeds remaining in the Discretionary Funds Basket
     after any utilization thereof and any utilization of the
     Dividend Basket for Investments, Acquisitions or Capital
     Expenditures during such Fiscal Quarter. In addition to
     the consolidated financial statements delivered pursuant
     to Section 5.1.1(c)(i), the Borrower will provide, as
     soon as available and in any event within one hundred
     twenty (120) days after the end of each fiscal year of
     StoneCanada, audited financial statements (to the extent
     available, and,
 if
     unavailable, then unaudited financial statements)
     consisting of a balance sheet and statement of
     stockholders' equity of Stone-Canada as at the end of
     such fiscal year and a
statement
   of income and cash flows of Stone-Canada for such fiscal
 year,
     setting forth in comparative form the corresponding
     figures for the preceding fiscal year, certified (i) in
     the case of audited financial statements, without
     qualification as to scope of audit by independent public
     accountants of
recognized
   national standing and reputation elected by Stone-Canada;
and
    (ii) in the case of unaudited financials, by the chief
     executive officer, chief operating officer, chief
     financial officer or treasurer of Stone-Canada as having
     been prepared in accordance with generally accepted
     accounting principles consistently applied.
     
     
          (d)  Within ninety (90) days after the end of each
fiscal
     year of the Borrower, projections for the Borrower and
     its Subsidiaries (except for S-CC, which shall be
     accounted for utilizing the equity method) for the next
     five Fiscal Years (on a quarter-by-quarter basis for the
     next succeeding
fiscal
   year and on a year-by-year basis for the duration of such
five
     year period), except with respect to the first
     projections to be delivered in 1995, which shall be for
     the next six
Fiscal Years, consisting of forecasted consolidated balance
sheets, statements of income and statements of cash flow,
together with appropriate supporting details and a statement
of underlying assumptions, all in substantially the form of
Exhibit 4.11(c) hereto; provided, however, that in no event
shall the Borrower be required to deliver projections
covering
   any period subsequent to the last day of the calendar year
     following the year during which the later of (i) the D
Tranche
     Term Loan Maturity Date is scheduled to occur and (ii)
     the E Tranche Term Loan Maturity Date is scheduled to
     occur.
     
   (e)  Within ninety (90) days after the end of each Fiscal
   Year of the Borrower, a year to year variance analysis
     which
    sets forth a reasonably detailed reconciliation of the
     actual consolidated (except for S-CC, which shall be
     accounted for
   utilizing the equity method) financial results of the
     Borrower for such year and the projections of results
     for such year previously delivered by the Borrower
     pursuant to Section 5.1.1(d).
     
          (f)  Promptly upon any Executive Officer of the
     orrower obtaining knowledge thereof, notice of any
     action, suit, proceeding or investigation pending or
     threatened against or affecting the Borrower or any
     Subsidiary of the Borrower or any of its or their
     respective properties before any court, governmental
     agency or regulatory authority (Federal,
  provincial, state or local) which is reasonably likely to
     have a Material Adverse Effect.

          (g)  Promptly upon their distribution, copies of
     financial statements, reports, notices and proxy
     statements sent by the Borrower or any publicly-held
     Subsidiary of the Borrower to their respective security
     holders generally (in their capacity as security holders
     only) and all regular and periodic reports and final
     registration statements or other official statements
     (and all amendments or supplements thereto) required to
     be filed by the Borrower or any
publicly-held Subsidiary of the Borrower with the Securities
     and Exchange Commission, any competent securities
     regulatory authority in Canada or with any national
     securities exchange
   on which any of its securities are listed with respect to
    its securities outstanding or to be outstanding and
    copies of all
     press releases and other statements made available
     generally by the Borrower or any publicly-held
     Subsidiary of the
   Borrower to the public concerning material developments in
     the business of the Borrower or any publicly-held
     Subsidiary of the Borrower.
     
          (h)  Promptly upon their distribution or receipt,
   as applicable, copies of all information delivered to the
   lenders extending the German Financing and copies of all
   notices given
   or received by the Borrower or any of its Subsidiaries
     with
   respect to noncompliance with any term or condition
   related to the German Financing, and, within five (5)
   Business Days after
     obtaining knowledge of any potential or actual event of
     default with respect to the German Financing, the
     written statement of a Responsible Officer of the
     Borrower setting
   forth the details of each such event of default and the
   action which the Borrower or any of its Subsidiaries
   proposes to take
     with respect thereto.

          (i)  Such other information respecting the
   properties, business affairs, financial condition and/or
   operations of the
     Borrower or any Subsidiary of the Borrower as any Lender
     through the Agent may from time to time reasonably (with
     respect to frequency as well as scope) request.

5.1.2   Discharge of Taxes, etc.  Pay and cause each
of
its Subsidiaries to pay (i) all taxes, assessments and
governmental charges or levies imposed upon it or any
of
 them or upon its or any of their income, profits or
property
 prior to the date on which penalties attach thereto, and
(ii)
 all claims for labor, material
or supplies which, if unpaid, might become a Lien upon the
property
of the Borrower or any Subsidiary prior to the time they
are overdue and may become a Lien upon any such property,
except to
 the extent that the aggregate of all such taxes, assessments,
governmental charges, levies, penalties and claims referred to
in (i) and (ii) above not so paid, does not exceed $25 million
at any time outstanding for the Borrower and its Subsidiaries
taken as a whole; provided, however, that neither the Borrower
nor any Subsidiary of the Borrower shall be required to pay or
discharge any such tax, assessment, charge, levy or claim
while the same is being contested by it in good faith and by
appropriate proceedings and so long as the Borrower or such
Subsidiary, as the case may
 be,
shall have set aside on its books reserves (segregated to the
extent required by generally accepted accounting principles)
reasonably deemed by it to be adequate with respect thereto.

           5.1.3     Corporate Existence; Business.
                               
        (a)  Except for the Mergers, except as otherwise
permitted by Section 5.2.8 and except that any Subsidiary may
be liquidated, dissolved, wound up, merged or amalgamated
(other than Seminole Kraft with respect to any merger, unless,
in the case of Seminole Kraft, such merger is permitted by
Section 5.2.8) where such liquidation, dissolution, merger,
winding-up or amalgamation will not have a Material Adverse
Effect, (i) preserve and maintain,
and cause each of its Subsidiaries to preserve and maintain,
its corporate existence, rights and franchises and (ii)
qualify and remain qualified, and cause each of its
Subsidiaries to qualify and
remain qualified, as a foreign corporation authorized to do
business in each other jurisdiction in which the failure to so
qualify or remain qualified would have a Material Adverse
Effect.

       (b)  Maintain and operate, and cause each of its
Subsidiaries to maintain and operate, its business in
substantially
the manner in which it is currently conducted and operated.

          5.1.4     Compliance With Laws.  Comply, and cause
each of its Subsidiaries to comply, with all laws, rules,
regulations and governmental orders (foreign, federal,
provincial, state and local) having applicability to any of
them or to the business or businesses at any time conducted by
any of them, where the failure to so comply would have a
Material Adverse Effect.
          5.1.5     Performance of Basic Agreements.  Duly and
punctually pay and perform its obligations and cause each of
its Subsidiaries to pay and perform its obligations under the
Basic Agreements in all material respects in accordance with
the terms thereof and without breach of the terms of each
thereof.
          5.1.6     Inspection of Books and Properties. (a)
        Permit, and cause each of its Subsidiaries to
permit,
any Lender or its respective representatives (including
without limitation any accounting and/or financial advisor or
other similar
professional retained by or on behalf of the Agent pursuant to
Section 9.5), at any reasonable time during regular business
hours,
and from time to time upon reasonable written notice of such
Lender
to the Borrower, to visit and inspect its and their respective
properties, to examine and make copies of and take abstracts
from its and their respective records and books of account,
and to
discuss its and their respective affairs, finances and
accounts with its and their respective principal officers and,
with the written consent of the Borrower (which consent shall
not be required if an Event of Default has occurred and is
continuing), their respective independent public accountants,
in all cases acting reasonably both as to frequency and as to
scope.

         (b)  The Agent and each Lender agree that all
materials and information (other than publicly available
material and information) obtained by or provided to the Agent
or such Lender pursuant to the foregoing provisions of this
Section which are identified or designated by the Borrower in
writing as confidential
and which was not previously in the possession of or known to
the recipient thereof on a non-confidential basis shall be
held in confidence and that the Agent or such Lender, as the
case may be, will use its best efforts not to disclose any
such information unless the same has previously been made
public, provided that nothing in this Agreement shall prohibit
the Agent or such Lender, as the case may be, from, or subject
the Agent or such Lender to liability for, disclosing any of
such information (i) pursuant to any order, writ, judgment,
decree, injunction or ruling of any governmental body
(including any bank regulators) to whose jurisdiction the
Agent or such Lender may be subject, (ii) pursuant
to any applicable requirement of law or regulation, (iii) to
the auditors, attorneys and other advisors of the Agent or
such Lender to the extent required in connection with their
services to the Agent or such Lender with respect to this
Agreement, (iv) to the extent necessary in the enforcement of
rights hereunder or under the Basic Agreements during the
continuance of an Unmatured Event of Default or Event of
Default, (v) to actual or prospective Assignees or
participants as permitted by Section 9.12(g) or to any
Lender hereunder.

          5.1.7     Maintenance of Books and Records.  Keep,
or cause to be kept, and cause each of its Subsidiaries to
keep or cause to be kept, proper books of record and account,
in which complete and accurate entries are made reflecting
its and their business and financial transactions.
          5.1.8     ERISA.
          (a) Other than with respect to Stone-Canada and its
Subsidiaries (except to the extent that a Plan of Stone-
Canada or any Subsidiary of Stone-Canada is subject to
ERISA), (i) within ten
(10) days, after it or any of its Subsidiaries or any ERISA
Affiliate knows that a Reportable Event has occurred with
respect to any Plan or Multiemployer Plan (whether or not the
requirement for notice of such Reportable Event has been
waived
by the PBGC), deliver, or cause such Subsidiary or any ERISA
Affiliate to deliver
to the Agent in sufficient quantity for distribution to each
Lender
a certificate of a Responsible Officer of the Borrower or such
Subsidiary or any ERISA Affiliate, as the case may be, setting
forth the details of such Reportable Event; provided, however,
that
with respect to any Reportable Event described in ERISA Section
4043(b)(3) this clause (i) shall not apply if the PBGC has
waived the requirement that notice of the Reportable Event be
given to the
PBGC and if this clause (i) shall apply to any Reportable Event
described in ERISA Section 4043(b)(3) then the ten (10)-day
period
of time referred to above shall be extended to thirty days;
(ii) upon the request of the Agent or any Lender made from time
to time and promptly confirmed in writing, deliver to the Agent
in sufficient quantity for distribution to each Lender a copy
of the most recent available actuarial report and annual report
completed with respect to any Plan; (iii) within ten (10) days,
after it or any of its Subsidiaries or any ERISA Affiliate
knows that any of the following have occurred with respect to
any Plan:  (A) any such
Plan has been terminated, (B) the Plan Sponsor initiates any
action
to terminate any such Plan, or (C) the PBGC has instituted or
will institute proceedings under Section 4042 of ERISA to
terminate any such Plan, deliver, or cause such Subsidiary or
ERISA Affiliate to deliver, to the Agent and each Lender a
written notice thereof; (iv) within ten (10) days, after it or
any of its Subsidiaries or any ERISA Affiliate knows that any
of them has caused a complete withdrawal or partial withdrawal
(within the meaning of Sections 4203 and 4205, respectively, of
ERISA) from any Multiemployer Plan or a withdrawal from a Plan
in which any such entity was a substantial employer within the
meaning of Section 4001(a)(2) of ERISA (or a deemed withdrawal
within the meaning of Section 4062(e)
of ERISA with respect to an Underfunded Plan) deliver, or cause
such Subsidiary or ERISA Affiliate to deliver, to the Agent in
sufficient quantity for distribution to each Lender a written
notice thereof; and (v) within ten (10) days after it or any of
its
Subsidiaries or any ERISA Affiliate knows that a prohibited
transaction (within the meaning of Section 406 of ERISA) with
respect to any Employee Benefit Plan has occurred and knows
such transaction will result in a material liability to such
entity under Section 4975 of the Code or otherwise, if such
transaction is
not corrected, deliver, or cause such Subsidiary or ERISA
Affiliate
to deliver, to the Agent in sufficient quantity for
distribution to
each Lender a certificate of an Executive Officer of the
Borrower or such Subsidiary or ERISA Affiliate, as the case may
be, setting forth the details of such prohibited transaction
and such entity's proposed response thereto.  For purposes of
this Section, the Borrower, any of its Subsidiaries and any
ERISA Affiliate shall be deemed to have knowledge of all facts
known by the Plan Administrator of any Plan of which such
entity is the Plan Sponsor;
provided, however, that with respect to any Multiemployer Plan,
the
Borrower, any of its Subsidiaries and any ERISA Affiliate shall
not
be deemed to have any knowledge other than the actual knowledge
of their respective officers.
          (b)  With respect to Stone-Canada and its
Subsidiaries, except for Europa Carton, A.G., within ten (10)
days after the Borrower or any of its Subsidiaries knows that
Stone-Canada or any of its Subsidiaries has unfunded
liabilities which exceed the liabilities set forth on Schedule
4.15 arising out of any pension plan to which Stone-Canada or
any of its Subsidiaries is a party or
by which either is bound, deliver to the Agent in sufficient
quantity for distribution to each Lender a certificate of a
Responsible Officer of the Borrower or such Subsidiary
disclosing such unfunded liabilities.

          5.1.9     Insurance.  Maintain, and cause each of its
Subsidiaries to maintain, such insurance, to such extent and
against such hazards and liabilities, as is customarily
maintained by Persons similarly situated to the extent that
such insurance is available at commercially reasonable rates,
and furnish to the Agent in sufficient quantity for
distribution to each Lender, upon written request, information
as to the insurance carried by the Borrower or any Subsidiary
of the Borrower.  The provisions of this
Section 5.1.9 shall be deemed to be supplemental to, but not
duplicative of, the provisions of any of the other Loan
Documents that require the maintenance of insurance with
respect to the Collateral and Mortgaged Property.

          5.1.10    Maintenance of Properties.  Except as to
equipment no longer used or useful to the business of the
Borrower and its Subsidiaries, keep and maintain all material
properties, equipment and other assets (and shall cause its
Subsidiaries to keep and maintain their respective material
properties, equipment and other assets) in good repair, working
order and condition (ordinary wear and tear excepted) and shall
make all necessary replacements thereof and renewals and
repairs thereto so that the value thereof and the operating
efficiency of the Borrower and its Subsidiaries shall at all
times be maintained and preserved in a manner consistent with
past practices of the Borrowers' and its Subsidiaries'
business. With respect to all items of leased equipment, the
Borrower shall, and shall cause its Subsidiaries to,
keep, maintain, repair, replace and operate such leased
properties,
equipment and other assets in accordance with the terms of the
applicable lease, in either case, to the extent failure to do
so would result in a Material Adverse Effect.

          5.1.11    Use of Proceeds.  (i) Use the proceeds of
the Term Loan, Revolving Loans, Letters of Credit and Swing
Line Loans (A) to provide all or a portion of the funds
necessary to repay in full all of the indebtedness outstanding
under the U.S. Credit Agreement on the Closing Date, (B) to
make loans and/or capital contributions on the Closing Date to
Stone-Canada, which will, on the Closing Date, repay all of the
indebtedness outstanding under the Canadian Credit Agreements,
(C) to repay in whole or in part the indebtedness outstanding
under the Stone Savannah Credit Agreement and to fund the Stone
Savannah Transactions, (D) in the case of Letters of Credit,
for general corporate purposes and (E) for ongoing working
capital and general corporate purposes; (ii) use the proceeds
of the Additional Term Loan to (A) voluntarily repurchase,
prepay, redeem or otherwise extinguish Indebtedness of the
Borrower consisting of (1) all or any portion of the 8-7/8%
Notes (including the payment of principal and interest
thereon), (2) all or any portion of the 12-1/8% Subordinated
Debentures
(including the payment of principal and interest thereon)
and/or (3) Senior Indebtedness (including the payment of
principal, premium, whether or not stated, if any, and interest
thereon), (B) pay certain fees and expenses incurred in
connection with the execution and delivery of the First
Restated Credit Agreement and/or (C) repay outstanding
Revolving Loans under the Original Credit Agreement; (iii) use
the proceeds of the D Tranche Term Loan
from time to time to, directly or indirectly, (A) repurchase,
repay, redeem or otherwise extinguish any senior or
subordinated Indebtedness for Money Borrowed of the Borrower
(other than the Obligations) (it being understood that, to the
extent of such proceeds, any such repurchase, repayment,
redemption or other extinguishment occurring on or after the
Second Restatement Date shall be deemed made directly or
indirectly out of such proceeds, with the Borrower having no
duty or obligation to escrow or
segregate such proceeds until such time as they are directly or
indirectly applied), (B) pay certain fees and expenses incurred
in connection with the execution and delivery of the Existing
Credit Agreement and/or (C) repay outstanding Revolving Loans
under the First Restated Credit Agreement; (iv) use the
proceeds of the Supplemental Revolving Loans for ongoing
working capital and general corporate purposes; (v) use the
proceeds of the E Tranche Term Loan (A) to repay outstanding
Revolving Loans and Supplemental
Revolving Loans under the Existing Credit Agreement, (B) to pay
certain fees and expenses incurred in connection with the
execution
and delivery of this Agreement and (C) after the outstanding
Revolving Loans and Supplemental Revolving Loans under the
Existing
Credit Agreement have been repaid in full, to prepay,
repurchase, redeem or otherwise extinguish any Indebtedness for
Money Borrowed of the Borrower constituting Senior Indebtedness
and/or for general
corporate purposes; and (vi) not use any part of the proceeds
of any Loan or Letter of Credit hereunder for any purpose other
than as set forth in this Section, including without
limitation, to purchase or carry any Margin Stock or to extend
credit to others for such purpose in violation of Regulation G,
U or X of the Board.

          5.1.12    Lender Meeting.  Cause a meeting open to
all Lenders to be held at least once in each fiscal year for
the purpose of having officers of the Borrower describe
generally the Borrower's business, financial results and
prospects and respond to
inquiries from the Lenders regarding such matters.

          5.1.13    Redemption of Senior Subordinated Notes and
Stone Savannah Stock.  On or prior to December 30, 1994, (i)
cause the amounts deposited with the trustee under the Stone
Savannah Senior Subordinated Note Indenture on the Closing Date
to be used to redeem in full all of the Stone Savannah Senior
Subordinated Notes at par (plus stated premium), together with
accrued and unpaid interest thereon, (ii) redeem in full or
otherwise purchase,
(A) all of the outstanding Stone Savannah Preferred Stock at
par (plus stated premium), together with accrued and unpaid
dividends thereon, and (B) all of the issued and outstanding
Stone Savannah Common Stock not owned by the Borrower and (iii)
cause Stone Savannah to merge into the Borrower or make other
arrangements satisfactory to the Required Lenders with respect
to the Collateral
and Mortgaged Property owned by Stone Savannah.  The
redemptions
and purchases described in (i) and (ii) of this Section 5.1.13
are collectively referred to as the "Stone Savannah
Transactions".
          5.1.14    Environmental Notification.
          (a)  Notify the Agent, in writing, promptly, and in
     any event within twenty (20) days after a Responsible
     Officer learns thereof, of any:  (A) written notice or
     claim to the effect that the Borrower or any of its
     Subsidiaries is or
may
     be liable to any Person in an amount in excess of
     $1,000,000 as a result of the Release or threatened
     Release of any Contaminant into the environment; (B)
     written notice that
the
     Borrower or any of its Subsidiaries is subject to
     investigation by any governmental authority evaluating
whether
  any Remedial Action involving potential claims or costs to
the
    Borrower or its Subsidiaries in excess of $1,000,000 is
needed
   to respond to any material Release or threatened Release of
     any Contaminant into the environment; or (C)  notice of
     violation to the Borrower or any of its Subsidiaries of
     conditions which result in a notice of violation of any
     Environmental Laws or Environmental Permits, which could
     reasonably be expected to have a Material Adverse Effect.
     
          (b)  Upon written request by the Agent, the Borrower
     shall promptly submit to the Agent and the Lenders a
     report providing an update of the status of each
     environmental, health or safety compliance, hazard or
     liability issue identified in any notice or report
     required pursuant to
clause
     (i) above and any other environmental, health and safety
     compliance obligation, remedial obligation or liability
     that could reasonably be expected to have a Material
     Adverse Effect.
     
          5.1.15    Environmental Compliance.  The Borrower
shall, and shall cause each of its Subsidiaries, in the
exercise of its reasonable business judgment, to take prompt
and appropriate action
to respond to any material non-compliance with Environmental
Laws or Environmental Permits or to any unpermitted Release or
threatened Release of a Contaminant, and shall regularly report
to the Agent on such response.  Without limiting the generality
of the
foregoing, whenever the Agent or any Lender has a reasonable
basis to believe that the Borrower is not in material
compliance with all
Environmental Laws or Environmental Permits or that any
property of
the Borrower or its Subsidiaries, or any property to which
Contaminants generated by Borrower or its Subsidiaries have
come to
be located ("Offsite Property") has or may become contaminated
or subject to an order or decree such that any such non
compliance, contamination or order or decree could reasonably
be expected to have a Material Adverse Effect then the Borrower
agrees to, at the Agent's request and the Borrower's expense:
(a) cause a qualified environmental engineer reasonably
acceptable to the Agent to assess
the site where the alleged or actual noncompliance
contamination
has occurred and prepare and deliver to the Agent, the Lenders
and the Borrower a report reasonably acceptable to Agent
setting forth the results of such assessments, a proposed plan
and schedule for responding to any environmental problems
described therein, and an estimate of the costs thereof; and
(b) provide the Agent, the Lenders and the Borrower a
supplemental report of such engineer whenever the scope of the
environmental problems or the Borrower's response thereto or
the estimated costs thereof, shall change in any material
respect; or, as an alternative to subparagraphs (a) and (b)
above, the Borrower, upon the Agent's or any Lender's request,
shall allow the Agent or such Lender, as the case may be, or an
agent or representative of the Agent or such Lender, to enter
onto the property to conduct any desired environmental audits
and tests at the Borrower's expense.  The Agent and the Lenders
hereby covenant and agree that any reports, records, notices,
estimates or
other information they receive in connection with this
subsection shall be kept strictly confidential, and shall not
be disclosed to or used by any Person (other than the Agent's
or any Lender's
authorized representatives for the purpose of reviewing or
enforcing the Agent's or such Lender's rights hereunder, which
persons shall also be bound by this sentence) unless and only
to the extent that disclosure is required pursuant to any
Environmental Laws, Environmental Permits, or order of a court
of competent jurisdiction, in which case the Agent or such
Lender, as the case may be, shall promptly notify the Borrower
in writing of such requirement and the nature and extent of the
required disclosure.
          5.1.16    Additional Subsidiary Guarantees.  Upon the
request of the Agent, the Borrower shall cause any domestic
Subsidiary (other than StoneSub) from time to time having
assets with a fair market value in excess of $25 million to
execute a Subsidiary Guarantee; provided, however, that in the
event the Borrower acquires, directly or indirectly, a domestic
Subsidiary in
an Acquisition after the Closing Date, such Subsidiary shall
not be
required to execute a Subsidiary Guarantee so long as (i) all
of the funds used by the Borrower, directly or indirectly, to
acquire such Subsidiary were Discretionary Funds and (ii)
neither the Borrower nor any other Subsidiary shall make any
loans or advances to, or any Investments in (other than the
initial Investment therein), such Subsidiary, or assume,
guarantee or endorse or otherwise become directly or
contingently liable in respect of, any
obligation of such Subsidiary until a Subsidiary Guarantee is
so delivered.
          5.1.17    Delayed Collateral.
(a)  The parties acknowledge that as a result of delays
associated with title and survey matters, third party consent
requirements and other matters (i) with respect to certain
converting plants it has been impractical to consummate on the
Closing Date the mortgaging of the interests of the Borrower or
a Subsidiary, as applicable, in the Mortgaged Property (the
"Delayed Properties") marked with an asterisk on Schedule
1.1(c), and (ii) with respect to certain of the
Mortgaged Properties that were mortgaged on the Closing Date,
certain title, survey, local counsel
opinions and other documents ("Ancillary Documents") may not be
available on the Closing Date.

          (b)  As soon as practicable, but in any event on or
prior
to February 17, 1995, the Borrower shall, or, as applicable,
shall cause its applicable Subsidiaries to, execute and
deliver, or cause
to be delivered, to the Agent (i) Mortgages with respect to the
Delayed Properties together with all fixed assets and inventory
located at such facilities and including such environmental
information and studies, leases, title reports, title insurance
(with all requirements for the issuance thereof having been
satisfied), lien searches, opinions of counsel, evidence of
recordation and payment of applicable taxes as the Agent may
reasonably request and (ii) such Ancillary Documents as the
Agent may reasonably request.  The Borrower shall also take or
cause to be taken all actions reasonably requested by the Agent
in order to perfect or protect the Liens of the Mortgages with
respect to the Delayed Properties.  Without limiting the
foregoing, the Borrower shall use its best non-financial
efforts to secure such landlord consents, waivers and similar
documents as the Agent may reasonably
request in connection with leasehold mortgages and related
mortgages or pledges of the Delayed Properties.

          (c)  To the extent that the Agent shall, in its sole
discretion, determine that in light of environmental, legal or
other considerations it would be adverse to the interests of
the Lenders or impractical to accept as collateral one or more
of the Delayed Properties, it may in writing release the
Borrower from its
obligations to pledge any of such Delayed Properties, provided
that
the Borrower shall provide, or cause to be provided, such
alternative collateral of reasonably comparable value as may be
acceptable to the Agent.  Such additional collateral shall be
granted pursuant to such documentation and within such time
period as may be satisfactory to the Agent.

          (d)  To the extent that the Borrower or an applicable
Subsidiary is contractually prohibited from granting a
leasehold mortgage or mortgage on any Delayed Property which is
leased or subject to an industrial revenue bond financing and
the Borrower has complied with the last sentence of Section
5.1.17(b), the Borrower shall be released from its obligation
to grant a leasehold
mortgage or mortgage thereupon but shall not be released from
its obligation to pledge the fixed assets or inventory located
at such Delayed Property unless the Borrower or its applicable
Subsidiary is contractually prohibited from doing so in the
relevant lease.

          5.1.18    Merger of Stone Southwest.  The Borrower
shall cause Stone Southwest to be merged with and into the
Borrower promptly after the earlier of (i) at such time as when
such merger would no longer cause a violation or breach of the
terms and conditions of the Stone Southwest Indenture or any
other material agreement or indenture to which Stone Southwest
is a party and (ii)
such time as all Indebtedness issued under the Stone Southwest
Indenture and such other agreements and indentures has been
paid in
full and such merger is no longer restricted thereby.

         5.1.19    Additional Collateral.  As soon as
practicable,
but in any event on or prior to January 30, 1997, the Borrower
shall execute and deliver, or cause to be delivered, to the
Agent a Mortgage and a Security Agreement (or an amendment to
the existing Security Agreement) with respect to the Borrower's
paper mill located in Jacksonville, Florida and all fixed
assets, inventory and other tangible personal property located
at such facility, together with such surveys, environmental
information and
studies, title reports, title insurance (with all requirements
for the insurance thereof having been satisfied), financing
statements,
lien searches, opinions of counsel, evidence of recordation and
payment of applicable recording and other taxes as the Agent
may reasonably request, and all in form and substance
reasonably satisfactory to the Agent.  The Borrower shall also
take or cause to be taken all actions reasonably requested by
the Agent in order to perfect or protect the Lien of the
Mortgage and Security Agreement with respect to such properties
and assets.

          Section 5.2    Negative Covenants of the Borrower.
The Borrower covenants and agrees that for so long as this
Agreement is
in effect and until the Obligations and all other obligations
incurred hereunder, whether or not matured, are paid in full
and all Commitments have terminated, without the prior written
consent of the Required Lenders, the Borrower will not nor will
it permit
any Subsidiary of the Borrower to:
          5.2.1     Liens.  Except for Permitted Liens, create,
incur, assume or permit to exist any Lien on any of its or any
of its Subsidiaries' existing or future properties, assets
(including stock of any Subsidiaries), income or rights in any
thereof whether
now owned or hereafter acquired.

          5.2.2     Indebtedness for Money Borrowed.  Create,
incur, assume or suffer to exist any Indebtedness for Money
Borrowed except for:

        (a)  the Obligations under the Loan Documents;
                               
       (b)  Indebtedness for Money Borrowed as shown on
Schedule
     4.6  hereto;
          (c)  Indebtedness for Money Borrowed incurred by
     Europa Carton A.G., Stone Container GmbH, Ston Forestal,
     S.A.,
Stone
     Container de Mexico S.A. de C.V., Cartomills, S.A.,
     Societe Emballages des Cevennes, S.A., Stone Container
     Australia
Pty.
     Ltd and Stone Container Japan Co., Ltd. or any Subsidiary
     thereof, or any foreign Subsidiary created or acquired
     after the Second Restatement Date (other than a Subsidiary
     created or existing under United States or Canadian laws,
     or any State, Province or other subdivision thereof), in
     each case which is not guaranteed by (except as permitted
     by Section 5.2.3(i)) and is non-recourse to the Borrower
     or any other Subsidiary of the Borrower (it being
     understood and agreed that the Stone-Canada Intercompany
     Note shall not be deemed
to
     make the Indebtedness incurred in the German Financing
     recourse to Stone-Canada for purposes of this Section
     5.2.2(c));
     
          (d)  intercompany loans and advances (i) made in the
     ordinary course of business to the Borrower or Wholly-
     Owned
Subsidiaries of the Borrower and, in the case of non-Wholly-
Owned Subsidiaries, Indebtedness arising out of Investments
     permitted by Section 5.2.7; (ii) evidenced by the Stone-
Canada
     Intercompany Note; or (iii) made to StoneSub in an
     aggregate principal amount at any time outstanding not in
     excess (together with any unreimbursed capital
     contributions made pursuant to Section 5.2.7(h)) of (A)
     the amounts
contemplated
     from time to time by the terms of the respective
     Receivables Financings and (B) those amounts, up to an
     aggregate at any one time outstanding of $5 million for
     each $100 million (on a pro-rated basis) of Receivables
     Financings which have been established and are in
     existence at such time, which may be advanced to StoneSub
     in order to cure or remedy, or
otherwise
    avoid the commencement of, liquidation, termination or
similar
     events in connection with the Receivables Financings;
     provided, however, that (1) all such intercompany loans
     and advances owing to or in favor of the Borrower from
     Stone-
Canada are evidenced by an intercompany promissory note in the
     form of Exhibit 5.2.2(d) hereto (or such other form,
including
     a subordination provision which subordinates an aggregate
     principal amount not exceeding the Dollar equivalent of
     DM 80,000,000 to the payment of the Stone-Canada
     Intercompany Note and the Stone-Canada Guarantee, in form
     and substance satisfactory to the Agent), which notes are
     delivered to the Agent and pledged by the Borrower to the
     Agent as Collateral pursuant to a Pledge Agreement, (2)
     except as otherwise expressly permitted under this
     Agreement, this clause (d) shall not be deemed to permit
     intercompany Indebtedness for Money Borrowed made to
     SVCPI (other than pursuant to contractual agreements
     permitted by this Agreement and as in effect on the date
     hereof) or to S-CC or any of S-CC's Subsidiaries other
     than Indebtedness for Money Borrowed made between S-CC
     and its Subsidiaries or between Subsidiaries of S-CC, and
     (3) this clause (d) shall not be deemed to permit
     intercompany Indebtedness for Money Borrowed made to
     Stone Container GmbH or any of its Subsidiaries except
     for (x) Indebtedness for Money Borrowed made between
     Stone Container GmbH and its Subsidiaries or between
     Subsidiaries of Stone Container GmbH and (y) Indebtedness
     for Money Borrowed evidenced by the Stone-Canada
     Intercompany Note;
        (e)  the Indebtedness for Money Borrowed of any
Person at
     the time such Person becomes a Subsidiary, or is merged
     or consolidated with or into the Borrower or a Subsidiary
     of
the
   Borrower, so long as such Indebtedness for Money Borrowed
was
     not created in anticipation of or as a result of such
     Person becoming a Subsidiary of the Borrower or of such
     merger or consolidation;
     
          (f)  refinancings of Indebtedness for Money Borrowed
       due to remarketing provisions, to provisions relating
       to
computing
  a variable rate of interest or to provisions providing for
the
     fixing of interest rates on theretofore variable rate
     obligations as provided for in the instruments pursuant
     to which such Indebtedness for Money Borrowed was issued
     as in effect on the date hereof or assumed pursuant to
     Section 5.2.2(e), provided that the principal amount of
     such
     Indebtedness for Money Borrowed is not increased thereby
     except to the extent necessary to finance the fees and
     costs of such refinancing;
       (g)  Indebtedness for Money Borrowed all the net
proceeds
   of which are used promptly (but in no event more than five
     Business Days) after the date of the incurrence of such
     Indebtedness for Money Borrowed to effect the prepayments
     as set forth in Sections 3.4 and 3.6 so long as: (i) with
respect
   to any such Indebtedness for Money Borrowed in an aggregate
     principal amount not to exceed $300,000,000, (A) such
     Indebtedness for Money Borrowed is not secured by any
     Lien (other than Permitted Liens described in clause (h)
     of the definition of Permitted Liens), (B) such
     Indebtedness has an average life which is at least equal
     to one year greater
than
     the remaining average life of the Term Loan but is less
     than one year greater than the remaining average life of
     the Additional Term Loan, D Tranche Term Loan and the E
     Tranche Term Loan, and (C) such Indebtedness has a
     maturity which is at least one year after the latest date
     (taking into account the application of all previous
     prepayments) on which any regularly scheduled principal
     installment is at the time due
     to be paid on the Term Loan but is less than one year
     after the latest date (taking into account the
     application of all previous prepayments) on which any
     regularly scheduled principal installment is at the time
     due to be paid on the Additional Term Loan, D Tranche
     Term Loan and the E Tranche Term Loan; and (ii) with
     respect to any such Indebtedness
for
     Money Borrowed (other than any such Indebtedness for
     Money Borrowed referred to in clause (i) above), (A) such
     Indebtedness for Money Borrowed is not secured by any
     Lien (other than Permitted Liens described in clause (h)
     of the definition of Permitted Liens), (B) such
     Indebtedness has an average life which is at least equal
     to one year greater
than
    the remaining average life of the Additional Term Loan,
     D Tranche Term Loan and the E Tranche Term Loan and (C)
     such Indebtedness has a maturity which is at least one
     year after the latest date (taking into account the
     application of all previous prepayments) on which any
     regularly scheduled principal installment is at the time
     due to be paid on the Additional Term Loan, D Tranche
     Term Loan and the E Tranche Term Loan;
     
          (h)  Indebtedness for Money Borrowed (i) in respect
     of tax-exempt financings or (ii) all of the net proceeds
     of
which
     are used to effect a prepayment or defeasance of any IRB
     identified on Schedule 5.2.2 hereto (A) in the event that
     amendments to the Code are enacted which would require
     that the Borrower prepay or defease such IRB, (B) which
     is put to the Borrower pursuant to presently existing
     contractual arrangements identified on Schedule 5.2.2
     hereto and which
the
     Borrower is not able to resell at a market interest rate
     without effecting a "reissuance" thereof for tax
     purposes,
or
     (C) which is being refinanced on terms requiring
     repayment of such Indebtedness for Money Borrowed at
     times no earlier
than
     and in amounts no greater (except to the extent necessary
     to finance the fees and costs of such refinancing) than
required
     by the present amortization schedule for the IRB being
     refinanced and subject to covenants, defaults and other
terms
     which are not materially more restrictive upon or
     disadvantageous to the obligor than the existing terms;
     
          (i)  Indebtedness for Money Borrowed consisting of
     Financing Lease Obligations (including, without
     limitation, Indebtedness under the Florence Agreements);
     provided, however, that the amount of such obligations
     incurred after the date hereof and payable prior to the
     Additional Term
Loan
     Maturity Date, D Tranche Term Loan Maturity Date or the E
     Tranche Term Loan Maturity Date shall not exceed $100
million;

          (j)  Indebtedness for Money Borrowed constituting
     guarantees by the Borrower or any Subsidiary permitted by
     Section 5.2.3;
     
          (k)  Indebtedness for Money Borrowed of the Borrower
     or a Subsidiary of the Borrower, as the case may be,
     issued, incurred or assumed in respect of the purchase
     price of property which is not secured by any Lien other
     than a Lien
     referred to in clause (b) of the definition of Permitted
     Liens; provided, however, that not more than $125 million
     in aggregate principal amount of such Indebtedness for
     Money Borrowed shall mature prior to the Additional Term
     Loan Maturity Date, D Tranche Term Loan Maturity Date or
     the E Tranche Term Loan Maturity Date;
          (l)  Subordinated Debt;
          (m)  Indebtedness for Money Borrowed consisting of
     an unsecured line of credit not exceeding at any time
outstanding
   $50 million in aggregate principal amount by Stone-Canada
     or any Subsidiary of Stone-Canada (other than S-CC);
                               
          (n)  Indebtedness for Money Borrowed as defined in
clause
     (vi) of the definition of such term contained in the
     Definitional Appendix;

          (o)  Indebtedness for Money Borrowed incurred in
     respect of (i) foreign exchange, interest rate swap,
     interest rate
cap
     insurance, hedging agreements or similar arrangements
entered
     into in the ordinary course of business by the Borrower
     in connection with the Obligations with a notional amount
     of
such
  agreements not exceeding the aggregate principal amount of
the
      Obligations, (ii) foreign exchange or currency swap
agreements
  or similar arrangements entered into in the ordinary course
of
     business by the Borrower or any Subsidiary to protect the
     Borrower or any Subsidiary against fluctuations in
     currency
     values and (iii) one or more unsecured interest rate swap
     or similar hedging arrangements entered into in the
     ordinary course of business by the Borrower pursuant to
     which the
fixed
     interest rate payment obligations up to $500 million
aggregate
     principal amount of Indebtedness for Money Borrowed at
     any time outstanding would be converted to floating
     interest
rate
     payment obligations;

          (p)  Indebtedness for Money Borrowed of the Borrower
     as permitted by the penultimate sentence of Section
     5.2.13; and Indebtedness for Money Borrowed by StoneSub
     from the Issuer pursuant to Receivables Financings which
     in the aggregate shall not permit StoneSub to incur
     Indebtedness for Money Borrowed in excess of, subject to
     the third proviso of the penultimate sentence of Section
     5.2.13, $500 million at any one time outstanding (and in
     the event that the Accounts Receivable Financing Program
     includes Canadian dollar Receivables of Subsidiaries
     organized under Canadian laws, without giving effect to
     increases in such amount after the date of the incurrence
     of such Indebtedness for Money Borrowed, or portion
     thereof, solely as the result of subsequent fluctuations
     in the exchange rate between U.S.
and
     Canadian dollars); provided, however, that if (i) the
Borrower
     either (A) acquires any Subsidiaries not in existence as
     of the Closing Date (other than through the formation of
     Subsidiaries in the ordinary course of business to
     conduct existing lines of business) or (B) enters into
     any lines of business in which it is not engaged as of
     the Closing Date
and
     (ii) the Borrower and/or StoneSub engages in a
     Receivables Financing or financing permitted by the
     penultimate sentence of Section 5.2.13, in each case with
     respect to the Receivables of the Subsidiary so acquired
     or the line of business so acquired (each such financing,
     solely to the extent relating to such new Subsidiary or
     new line of business, a "New Receivables Financing")
     then, in such
event,
       the initial proceeds to the Borrower or StoneSub (as
     applicable) of such New Receivables Financing, net of the
     amount of any initial  deposit to,  the applicable cash
     collateral spread account and of the fees and expenses of
the
     Borrower or StoneSub incurred in establishing such New
     Receivables Financing and net of any amounts required to
     refinance then existing New Receivables Financings, shall
     be used (following remittance to the Borrower or the
     Participating Subsidiary, as applicable, for the purchase
     of Receivables therefrom) to make a mandatory prepayment
     as required by Section 3.4(b) in the order required by
     Section 3.6(b) and (ii) in the case of any New
     Receivables Financing structured as a borrowing by
     StoneSub (or deemed to be a borrowing pursuant to the
     terms hereof), StoneSub shall
borrow
   (A) on the initial date of any New Receivables Financing,
the
     maximum borrowings then available to it (based on the
initial
     amount of Receivables transferred) under such New
     Receivables Financing (except that such initial maximum
     borrowings may be reduced by no more than $2 million for
     each New Receivables Financing for reasons of
     administrative practicality) and
(B)
     after such initial date, in the reasonable business
     judgment of StoneSub, the maximum borrowings practicable
     under such
New
     Receivables Financings which have been established and
     are continuing.  For purposes of this Agreement, (i) in
     the
event
  that the terms of any New Receivables Financing are amended
to
     increase the potential borrowings or sales thereunder,
     the initial borrowing or sale by StoneSub under such
     amended program shall be deemed to constitute a borrowing
     or sale under an additional New Receivables Financing to
     the extent
of
     such increase, provided that this clause (i) shall not
     apply in the event that the increase in the potential
     borrowings
or
     sales under such New Receivables Financing is being made
     solely to finance additional purchases of Receivables
     from then existing business lines of Participating
     Subsidiaries whose Receivables with respect to such
     business line or
lines
     have grown or are expected to grow as the result of price
     increases, greater sales or similar changes in general
     business lines, (ii) in the event that any sale or
     purported sale of Receivables to StoneSub by the Borrower
     or any Participating Subsidiary is required to be
     recharacterized
as
   a loan, the resulting obligations of the Borrower or such
     Participating Subsidiary shall not be deemed to be
     Indebtedness for Money Borrowed and (iii) any Receivables
     Financing structured as a sale of Receivables by StoneSub
     to the Issuer shall, for all purposes of this Agreement,
     and regardless of the treatment thereof by the Borrower
     on its financial statements, be deemed to be an
     incurrence by StoneSub of Indebtedness for Money Borrowed
     in respect of
the
     financing of the Receivables involved and not as a sale
     of such Receivables by StoneSub;
     
          (q)  Indebtedness for Money Borrowed constituting
     refinancings of Indebtedness for Money  Borrowed
     identified
on
     Schedule 4.6 hereto or in Section 5.2.2(v) so long as the
     proceeds of such newly issued Indebtedness for Money
Borrowed
     are used promptly (but in no event more than five
     Business Days, or such longer period of time (not to
     exceed ninety
(90)
   days) provided such proceeds are held pursuant to escrow
     arrangements satisfactory to the Agent) after the
     incurrence of such Indebtedness for Money Borrowed to
     consummate such refinancing; provided, however, that no
     such refinancing
shall
     shorten the final maturity or average loan life of the
     refinanced Indebtedness, increase the collateral, if any,
     securing any such refinanced Indebtedness (provided that
     any collateral securing such refinanced Indebtedness may
     be substituted with other property or assets so long as
     the
fair
     market value thereof does not exceed the fair market
     value of the collateral being substituted at the time of
     such substitution), be on terms which, taken as a whole,
     are
materially more adverse to the obligor or modify in any way
adverse to the Lenders any subordination provisions
applicable
     to such Indebtedness and, to the extent the refinanced
     Indebtedness is non-recourse to the Borrower and its
     other Subsidiaries and is not otherwise permitted to be
     recourse Indebtedness, such Indebtedness shall be non-
     recourse to the Borrower and its other Subsidiaries;
     
          (r)  Indebtedness for Money Borrowed the net
     proceeds of which are used to pay annual premiums for
     property and casualty insurance policies maintained by
     the Borrower or
its
     Subsidiaries and other prepaid amounts in respect of
     goods or services purchased by the Borrower or its
     Subsidiaries in
the
     ordinary course of business, which Indebtedness at no
     time exceeds $40 million in aggregate outstanding
     principal
amount,
   is unsecured (except for Liens described in clause (n) of
the
     definition of Permitted Liens) and is incurred on terms
     and pursuant to documentation satisfactory to the Agent;
     
          (s)  from and after the date on which the Borrower
     has repaid all outstanding Revolving Loan Obligations,
     Supplemental Revolving Loan Obligations and Swing Line
     Obligations, has terminated the Swing Line Commitment,
     all Revolving Loan Commitments and all Supplemental
     Revolving
Loan
     Commitments, and has caused the Florence Letters of
       Credit to be terminated, and there exists no L/C
       Obligations or
Florence
     L/C Obligations, Indebtedness for Money Borrowed under a
     replacement revolving credit facility in an aggregate
     principal amount not to exceed $450 million, all of the
     proceeds of which (net of issuance costs) are used for
general
     corporate purposes (including without limitation
     repayment of Revolving Loans, Supplemental Revolving
     Loans and Swing Line Loans), provided that such
     Indebtedness for Money Borrowed shall be on terms not
     materially more adverse to the
Borrower
     than those existing hereunder;
       (t)  secured or unsecured Indebtedness for Money
Borrowed
     in an aggregate principal amount not to exceed $400
     million for general corporate purposes; provided,
     however, that (i)
if
     such Indebtedness for Money Borrowed constitutes Senior
     Indebtedness, the terms and conditions of such
     Indebtedness and the documentation relating thereto shall
     be
substantially
   similar to, or shall be not materially more burdensome or
     restrictive with respect to the Borrower and its
     Subsidiaries or the Agent and the Lenders than, the terms
     and conditions of, and the documentation relating to, the
     Borrower's Indebtedness for Money Borrowed issued
     pursuant to the
Senior
     Indentures, and such Senior Indebtedness shall bear a
     market rate of interest for comparable instruments at the
     time of issue or sale and shall have no scheduled
     amortization payments or otherwise mature on or prior to
     October 1, 2003, (ii) if such Indebtedness for Money
     Borrowed does not constitute Senior Indebtedness, the
     terms and conditions of such Indebtedness and the
     documentation relating thereto
shall
   be substantially similar to the terms and conditions of,
     and the documentation relating to, the Borrower's
     Subordinated Debt issued pursuant to the Senior
     Subordinated Note Indenture, and such Subordinated Debt
     shall bear a market
rate
  of interest for comparable instruments at the time of issue
or
     sale and shall have no scheduled amortization payments or
     otherwise mature on or prior to October 1, 2003, (iii) to
the
     extent such Indebtedness for Money Borrowed is secured,
     such Liens are permitted by clause (o) of the definition
     of Permitted Liens and the Indebtedness secured thereby
     shall
not
   be less than 66% of the value of the collateral securing
such
     Indebtedness as of the date which such Indebtedness is
     incurred, as such value is evidenced by appraisals or
     other information delivered to the Agent by the Borrower,
     and (iv) in no event shall any Subsidiary incur
     Indebtedness pursuant to this subsection that is recourse
     to the Borrower or any other Subsidiary if such
     Indebtedness refinances
Indebtedness
     that is non-recourse to the Borrower and its other
     Subsidiaries and is not otherwise permitted to be
     recourse
to
     the Borrower and its other Subsidiaries;
          (u)  Indebtedness for Money Borrowed of S-CC and
     Subsidiaries of S-CC to the extent permitted by the S-CC
Debt
     Documents.  Any such Indebtedness for Money Borrowed
     shall be non-recourse to the Borrower or any of its other
     Subsidiaries (except S-CC and its Subsidiaries);
          (v)  Indebtedness for Money Borrowed incurred
pursuant to
     the Senior Notes and the First Mortgage Notes;

          (w)  unsecured Indebtedness for Money Borrowed the
     proceeds of which shall be used to repay Revolving Loans
     and which shall be in an aggregate principal amount which
     does
not
   exceed the lesser of (i) the aggregate cash consideration
paid
     by or on behalf of the Borrower to repurchase or prepay
the 87/8% Notes plus the aggregate cash consideration which
the
     Borrower notifies the Agent prior to the issuance of such
     Indebtedness for Money Borrowed that it intends (although
not
     obligated) to pay to repurchase or prepay the remaining
     outstanding 8-7/8% Notes, in each case, as permitted by
     Section 5.2.10(a)(xiv), and (ii) $50 million; provided,
     however, that (A) if such unsecured Indebtedness for Money
     Borrowed shall constitute Senior Indebtedness, then the
terms
     and conditions of such Indebtedness for Money Borrowed,
     and the documentation relating thereto, shall be
     substantially similar to the terms and conditions of, and
     the
documentation
     relating to, the Borrower's Senior Indebtedness issued
     pursuant to the Indenture dated November 1, 1991 between
     the Borrower and The Bank of New York, as trustee, or the
     Indenture dated October 12, 1994 between the Borrower and
The
   Bank of New York, as trustee, and such Senior Indebtedness
     shall bear a market rate of interest for comparable
     instruments at the time of issue or sale and shall have no
     scheduled amortization payments on or prior to October 1,
     2003, and (B) if such Indebtedness for Money Borrowed does
not
      constitute Senior Indebtedness, then the terms and
conditions
     of such Indebtedness for Money Borrowed, and the
documentation
    relating thereto, shall be substantially similar to the
terms
     and conditions of, and the documentation relating to, the
        Borrower's Subordinated Debt issued pursuant to the
Indenture
   dated March 15, 1992 between the Borrower and The Bank of
New
     York, as trustee, and such Indebtedness shall bear a
     market rate of interest for comparable instruments at the
     time of issue or sale and shall have no scheduled
     amortization payments on or prior to October 1, 2003;
     
          (x)  secured Indebtedness for Money Borrowed in an
     aggregate principal amount not to exceed $100 million and
all
     the net proceeds of which may be used (i) for general
     corporate purposes permitted hereunder and/or (ii) to
prepay,
     repurchase, redeem or otherwise extinguish any scheduled
     installment or stated maturity of any other Indebtedness
     for Money Borrowed of the Borrower which, pursuant to the
     contractual terms thereof, is scheduled for repayment or
     maturity on or before May 1, 1999; provided, however, that
(A)
      the terms and conditions of such Indebtedness for Money
     Borrowed and the documentation relating thereto shall be
     substantially similar to, or shall be not materially more
     burdensome or restrictive with respect to the Borrower and
its
   Subsidiaries or the Agent and the Lenders than, the terms
and
     conditions of, and the documentation relating to, the
     Borrower's Indebtedness for Money Borrowed issued pursuant
to
     the Specified Senior Indentures (and other terms and
     conditions which are normal and customary for real estate
     securitizations and satisfactory to the Agent), and such
     Indebtedness for Money Borrowed shall bear a market rate
     of interest for comparable instruments at the time of
     issue or sale and which has scheduled amortization
     payments in an aggregate principal amount not exceeding
     $20 million on or prior to October 1, 2003, (B) such
     Indebtedness for Money Borrowed is secured by mortgages on
     one or more box
converting
  facilities owned by the Borrower, which mortgages secure
only
     the real property and not any personal property
     (including machinery and equipment) located at such
     facilities,
provided
     such Liens are permitted by clause (o) of the definition
     of Permitted Liens and the value of the collateral shall
     not exceed 200% of the Indebtedness secured thereby as
     of the
date
     such Indebtedness is incurred, as such value is
     evidenced by appraisals or other documentation
     satisfactory to the Agent, (C) the documentation
     relating to such Indebtedness for
Money
     Borrowed shall be in form and substance satisfactory to
     the Agent and (D) the Borrower and the Persons issuing
     or extending such Indebtedness for Money Borrowed shall
     have executed and delivered to the Agent such
     intercreditor agreements as the Agent may request, in
     form and substance satisfactory to the Agent;
     
          (y)  Indebtedness for Money Borrowed of Stone
     Snowflake incurred on or prior to June 30, 1998 in an
     aggregate principal amount not less than $150 million,
     which indebtedness is non-recourse to the Borrower and
     its other Subsidiaries, the proceeds of which are
     applied to repay the Term Loan, Additional Term Loan, D
     Tranche Term Loan and E Tranche Term Loan in accordance
     with Section 3.4(e) and 3.6(b), which Indebtedness is
     incurred on terms and pursuant to documentation
     reasonably satisfactory to the Required Lenders (and
     upon the making of such prepayment the
Subsidiary
    Guarantee of Stone Snowflake shall be released); and
                              
          (z)  Indebtedness for Money Borrowed issued or
     incurred in connection with an Abitibi Sale/Monetization
     the proceeds of which are used in accordance with
     Section 3.4(d) and 5.2.12(v); provided, however, that
     (A) such Indebtedness
shall
     bear a market rate of interest for comparable
     instruments at the time of issue or sale, (B) such
     Indebtedness for Money Borrowed shall constitute
     Indebtedness which qualifies as Subordinated Capital
     Base (as such term is utilized and defined in the
     Specified Senior Indentures), and the terms
and
     conditions of such Indebtedness for Money Borrowed, and
     the documentation relating thereto (other than terms and
     conditions providing for the creation of a trust and
     related Lien permitted by clause (t) of the definition
     of Permitted Liens and exchange or conversion provisions
     relating to the exchange or conversion of such
     Indebtedness for Money
Borrowed
     for or into Abitibi Shares), shall be substantially
     similar to, or shall be not materially more burdensome
     or
restrictive
  with respect to the Borrower and its Subsidiaries or the
Agent
     and the Lenders than, the terms and conditions of, and
     the documentation relating to, the Borrower's
     Subordinated
     Debt issued pursuant to the Indenture dated March 15,
1992 between
     the Borrower and The Bank of New York, as trustee, and
     (C) such Indebtedness for Money Borrowed shall only be
     subject
to
      a Lien permitted by clause (t) of the definition of
Permitted
     Liens.
Any Indebtedness for Money Borrowed used in the calculation of
any threshold amount specified in any clause of this Section
5.2.2 shall not be used to calculate the threshold amounts
specified in another of such clauses.
          5.2.3     Guarantees.  Assume, guarantee or endorse,
or otherwise become directly or contingently liable in respect
of, any
obligation of any Person, except, without duplication:

          (a)  subject to Section 5.3.2, the Borrower may
     assume, guarantee or endorse, or otherwise become
     directly or contingently liable in respect of, any
     obligation of any Person, provided that notwithstanding
     the foregoing the Borrower shall not be permitted to
     assume, guarantee or otherwise take any of the foregoing
     actions with respect to any Indebtedness for Money
     Borrowed incurred by S-CC,
Seminole
     Kraft (except as permitted by Sections 5.2.8(g) and
     5.2.10(a)(xiii)), StoneSub, SVCPI or any Subsidiary of
     any
of
  such entities except as set forth on Schedule 5.2.3 hereto;
                               
          (b)  by way of endorsement of negotiable instruments
     for deposit or collection and similar transactions;
     
          (c)  guarantees identified on Schedule 5.2.3 hereto;

          (d)  guarantees by any Subsidiary of the Borrower of
     Indebtedness for Money Borrowed constituting Financing
     Lease Obligations of any of its Subsidiaries (other than
     SCC, SVCPI, or any of their respective Subsidiaries)
     permitted by Section 5.2.2;
     
          (e)  guarantees by a Subsidiary of the Borrower
     (other than S-CC or any of its Subsidiaries) in the
     ordinary course of business of such Subsidiary of
     Indebtedness of any Person not exceeding in principal
     amount $75 million in the
aggregate
     for the Subsidiaries of the Borrower taken as a whole
     (excluding S-CC and any of its Subsidiaries) at any time
     outstanding;
     
          (f)  as contemplated by Section 10.01 of the
     Leveraged Lease;
          (g)  guarantees by a Subsidiary of the Borrower in
     effect at the time of its becoming a Subsidiary of the
     Borrower and not created in contemplation thereof;
          (h)  to the extent not otherwise permitted by this
     Section, guarantees by and other contingent liabilities of
     S-
CC and Subsidiaries of S-CC to the extent permitted by the S-CC
Debt Documents; and

          (i)  (A) guarantees by the Borrower or any Subsidiary
     of the Borrower of Indebtedness of any Person not exceeding
     $10 million in aggregate principal amount at any time, and
     (B) a guarantee by Stone-Canada of the Indebtedness of
     Stone Container GmbH incurred in the German Financing,
     provided
such
     guarantee shall not exceed the Dollar equivalent of DM
     80,000,000 and shall be on terms and conditions
substantially
     similar to the terms and conditions set forth on Schedule
     1.1(h) hereto and on other terms and conditions, and
pursuant
     to documentation, in form and substance satisfactory to the
Agent (such guarantee being referred to herein as the "Stone-
Canada Guarantee").

         5.2.4     Affiliate Transactions.  Enter into or engage
in any material transaction or contract (other than (i)
agreements existing on the Closing Date and identified on
Schedule 5.2.4 hereto,  (ii) transactions or contracts with
affiliates permitted by Section 5.2.3, 5.2.7, 5.2.8 or 5.2.9,
(iii) the Stone-Canada Intercompany Note and (iv) agreements
between S-CC and any of its Subsidiaries or between Subsidiaries
of S-CC) with any Affiliate other than Wholly-Owned Subsidiaries
of the Borrower (except for the Restricted Subsidiaries of the
Borrower), on a basis less favorable to the Borrower or such
Subsidiary of the Borrower than those that could be obtained at
the time in a comparable good faith arms length transaction with
an unrelated third party.  Except as specified on Schedule 5.2.4
or as otherwise specifically permitted under this Agreement, the
Borrower shall not permit any contract identified on Schedule
5.2.4  to be directly or indirectly amended or extended without
the prior consent of the Required Lenders; provided, however,
that any such contract may be amended without the prior consent
of the Required Lenders if the applicable amendment is not
materially adverse to the Borrower or its applicable Subsidiary
and if a copy of the amendment is delivered to the Agent within
five Business Days after its execution.
          5.2.5     Dividends.  Declare or pay any dividend or
distribution, or purchase or redeem any shares of any class of
capital stock of the Borrower or any Subsidiary of the Borrower,
or make any other payment or distribution on or in respect of
any class of capital stock of the Borrower or any of its
Subsidiaries, or set aside any amounts for any such purposes,
except that:
          (a)  any Subsidiary may pay dividends or make
     distributions (including, without limitation, distributions
in
     the form of the redemption or purchase for cancellation of
     shares or in connection with the reduction of capital) to
the
     Borrower or to any Wholly-Owned Subsidiary of the Borrower;
     provided, however, that in no event shall Stone-Canada pay
     dividends or make distributions in the form of the
redemption
     or purchase for cancellation of shares or in connection
     with the reduction of capital) with respect to any shares
     of its capital stock other than (i) shares of capital stock
     that
are
     owned of record by the Borrower or Stone Finance and (ii)
     shares of capital stock issued in connection with an
     Abitibi Sale/Monetization;
     
          (b)  the Borrower may pay cash dividends, make
     distributions on its capital stock or make purchases or
     redemptions of its capital stock to the extent that the
     aggregate amount of all such dividends, distributions,
     purchases and redemptions from October 1, 1994 to the date
of
   the proposed dividend, distribution, purchase or redemption
     (after giving effect to such proposed dividend,
distribution,
     purchase or redemption) would not exceed the sum of (A) an
     amount equal to (1) 75% of the Consolidated Net Income of
the
     Borrower for the period from October 1, 1994 to the date
     of payment of such proposed dividend, distribution,
     purchase or redemption minus (2) 100% of the Consolidated
     Net Loss of
the
     Borrower for the period from October 1, 1994 to the date
     of payment of such proposed dividend, distribution,
     purchase or redemption plus (B) 100% of the cash proceeds
     (net of the
pro
     rata fees, costs and expenses of sale and underwriting
     discounts and commissions) of sales of common stock and
     Permitted Preferred Stock of the Borrower from the Closing
     Date to the date of payment of such proposed dividend,
     distribution, purchase or redemption minus (C) the sum of
the
     amount of Investments made pursuant to Section 5.2.7(g),
     and Capital Expenditures made pursuant to subsection (ii)
     of the penultimate sentence of Section 5.2.11 plus (D) the
principal
    amount of all Subordinated Debt which is converted into
equity
     securities of the Borrower in accordance with the terms of
the
     instruments pursuant to which such Subordinated Debt was
     issued, as in effect on June 30, 1995, exclusive of the
     principal amount of any 8-7/8% Notes converted to equity
     securities of the Borrower in connection with the
transactions
     permitted by Section 5.2.10(a)(xiv); provided, however,
     that without respect to the foregoing limitations, the
     Borrower shall be permitted to pay cash dividends and to
     make distributions with respect to its Permitted Preferred
     Stock outstanding as of the date hereof (but not with
     respect to
its
     common stock or subsequently issued preferred stock) to
     the extent such dividends or distributions are at the time
     permitted by the terms of the Borrower's Indenture to the
Bank
     of New York, as trustee, dated as of March 15, 1992 as in
effect on the Restatement Date; and provided further, that if
all of the conditions to the declaration of a dividend or
distribution set out in this subsection are satisfied at the
time such dividend or distribution is declared, then,
subject
     to the proviso which follows Section 5.2.5(h), such
     dividend or distribution may be paid or made within forty-
     five (45) days after such declaration even if the payment
     of such dividend, the making of such distribution or the
     declaration thereof would not have been permitted under
     this Section 5.2.5(b) at any time after such declaration;
     and provided further, that solely for purposes of
     computing Consolidated Net Income and Consolidated Net
     Loss pursuant to clause (A)
of
     this Section 5.2.5(b), there shall be excluded from the
     computation thereof (x) fees and other charges or write-
     offs incurred or accrued (including, without limitation,
     the
write-off of previously unamortized debt issuance costs related
     to the Debt Refinancing) in respect of Indebtedness
     incurred or repaid in connection with the consummation of
     this
Agreement,
     the Related Transactions and the Stone Savannah
     Transactions and (y) to the extent not otherwise excluded
     from the computation thereof, any non-cash loss recognized
     by the
      Borrower in respect of the repurchase, prepayment,
conversion,
    redemption or other extinguishment of the 8-7/8% Notes
     pursuant to Section 5.2.10(a)(xiv);
          (c)  the Borrower may distribute shares of its common
     stock to holders of the same or another class of its
     common stock as a stock dividend or in connection with a
     stock
split;

          (d)  the Borrower may distribute rights to purchase
     for cash Permitted Preferred Stock or common stock to the
holders
     of its capital stock;

          (e)  the Borrower may exchange shares of its common
stock
  or Permitted Preferred Stock for any outstanding shares of
its
     capital stock other than preferred stock which is not
     Permitted Preferred Stock;

          (f)  the Borrower may acquire the capital stock of
     Stone Savannah as contemplated by Section 5.1.13;
     
          (g)  the Borrower or any Subsidiary of the Borrower
     may make any Investment permitted by Section 5.2.7; and
     
          (h)  S-CC and its Subsidiaries may pay dividends or
     may make distributions on their respective capital stock
     or purchase or redeem any shares of any capital stock of S-
     CC
or
  its Subsidiaries, in each case to the extent not prohibited
by
     the terms of the S-CC Debt Documents;

provided, however, that in the case of clause (b) above no
Event of
Default or Unmatured Event of Default (except in the case of
regular quarterly dividends on the Borrower's common stock,
and/or Permitted Preferred Stock which do not exceed the amount
of the regular quarterly dividend paid by the Borrower on its
common stock and/or Permitted Preferred Stock for the calendar
quarter ending prior to such proposed dividend, in which case
an Unmatured Event of Default relating to a payment default
only) shall have occurred and be continuing before or after
giving effect to any such proposed dividend.

         5.2.6     Negative Debt Covenants.  Except for (i)
instruments evidencing Indebtedness for Money Borrowed set out
in Schedule    4.6 hereto, (ii) instruments set out in Schedule
3.4,
4.3,
5.2.2 or 5.2.4 hereto, in either case as in effect on the
Closing
Date, (iii) agreements to which StoneSub is or becomes a party
pursuant to the Accounts Receivable Financing Program, (iv) the
SCC Debt Documents and other agreements to which S-CC or any
Subsidiary of S-CC is a party, (v) documentation governing the
German Financing or (vi) in the case of any Person becoming a
Subsidiary after the Closing Date, agreements in existence at
the time it becomes a Subsidiary to the extent they were not
entered into in anticipation of such Person becoming a
Subsidiary, directly
or indirectly, voluntarily create or otherwise voluntarily
cause or suffer to exist or become effective any encumbrance or
restriction (other than encumbrances or restrictions existing
on the Closing Date and referenced on Schedule 3.4 and any
encumbrances or restrictions contained in any Indebtedness
which
refinances any Indebtedness referenced on Schedule 3.4 provided
that the terms thereof are no more onerous to the Borrower or
any Subsidiary than those existing on the Closing Date) on the
ability of any Subsidiary of the Borrower to:  (A) pay
dividends or make any other distributions on its capital stock;
(B) make loans or advances to the Borrower; or (C) repay loans
or advances from the Borrower. In addition, the Borrower shall
not, nor shall it permit any of its Subsidiaries to, directly
or indirectly, voluntarily create or otherwise voluntarily
cause or suffer to exist or become effective any encumbrance or
restriction upon its ability to encumber any of its property to
secure the Obligations or any Subsidiary Guarantee or to
guaranty the Obligations and encumber its property to secure
such guaranty except for (1) encumbrances or restrictions set
forth on Schedule 5.2.6 hereto, (2) encumbrances or
restrictions upon StoneSub created in connection with the
Accounts Receivable Financing Program, (3) in the case of any
Person becoming a Subsidiary after the Closing Date,
encumbrances or restrictions existing at the time it becomes a
Subsidiary to the extent they were not created in anticipation
of such Person becoming a Subsidiary, (4) Permitted Liens
(provided that the reference to Permitted Liens in this clause
(4) shall not permit any contractual or voluntary restriction
upon the ability of the Borrower or any Subsidiary to (x)
encumber any of its property to secure the Obligations or any
Subsidiary Guarantee or (y) guaranty the Obligations and
encumber its property to secure such guaranty, it being
understood and agreed that any such restriction may only be
incurred under clause (1), (2), (3), (5) or (6) of this
sentence), (5) encumbrances or restrictions arising pursuant to
the documentation governing the German Financing or the
documentation governing the Indebtedness incurred pursuant to
Section 5.2.2.(x), or (6) encumbrances or restrictions on S-CC
or Subsidiaries of SCC to the extent not prohibited by the S-CC
Debt Documents.
          5.2.7     Investments.  Have or make any Investment
in any Subsidiary or other Affiliate or any other Person except
for:
          (a)  existing Investments and commitments to make
     Investments set forth on Schedule 5.2.7 hereto and
     existing Investments and Investments to be made in the
     future
pursuant
     to the existing commitments or contracts of the Borrower
     and its Subsidiaries set forth on Schedule 5.2.7-A hereto,
     but
in
     no event in excess of the amounts specified on such
     Schedule 5.2.7-A;
     
          (b)  Permitted Investments;

          (c)  Investments in Wholly-Owned Subsidiaries of the
     Borrower other than (i) Investments in StoneSub, (ii)
     Investments in S-CC or any of S-CC's Subsidiaries (except
     as specifically permitted by clause (j) of this Section),
     (iii) Investments in Stone Container GmbH or any of Stone
Container
     GmbH's Subsidiaries (except for Investments in Stone
Container
     GmbH described on Schedule 5.2.7 hereto and Investments by
     Stone Container GmbH in its Subsidiaries) and (iv)
additional
     Investments in SVCPI made after the date, if any, on which
     such Person has become a Wholly-Owned Subsidiary of the
     Borrower;
     
         (d)  in Fiscal Year 1994 and each Fiscal Year
thereafter,
     Investments (other than Investments in Stone Container
       GmbH or any of its Subsidiaries) in an amount equal to
       15% of
Capital
     Expenditures permitted in such year by Section 5.2.11
     (excluding Capital Expenditures permitted by the final two
     sentences thereof but including Capital Expenditure
     amounts carried over from year to year so long as the
     Borrower had positive Consolidated Net Income in the
     Fiscal Year in which such carryover amount originates);
     provided, however, that
the
     amount of such Investments shall be reduced by the amount
     of any Investments made by the Borrower or its
     Subsidiaries during Fiscal Year 1994 and thereafter and
     identified on Schedule 5.2.7-A (other than the Belgium
     Cartomills Investment) and shall also be reduced by the
     amount of any Acquisitions pursuant to Section
     5.2.9(e)(i).
     
        (e)  Investments by the Borrower in Persons as
permitted
     by Section 5.2.9;
          (f)  loans or advances of a type included in the
     definition of Investments and made by the Borrower or any
     Subsidiary of the Borrower in the ordinary course of the
     Borrower's or such Subsidiary's business; provided,
     however, that no such loans or advances shall be made to
     Stone Container GmbH or any of its Subsidiaries other than
     (A)
such
     loans and advances made between Stone Container GmbH and
     its Subsidiaries or between Subsidiaries of Stone
     Container GmbH and (B) payments under the Stone-Canada
     Guarantee which are made pursuant to the terms thereto and
     not in violation of Section 5.2.17;
     
          (g)  Investments (including Investments in S-CC and
     SVCPI but excluding Investments in Stone Container GmbH
     and its Subsidiaries) in amounts not exceeding the amount
     of the Dividend Basket immediately prior to the making of
     such Investment;
     
          (h)  Investments in StoneSub not in excess (together
     with outstanding Indebtedness for Money Borrowed under
     Section 5.2.2(d)(ii)) of (i) the amounts contemplated from
     time to time by the terms of the respective Receivables
     Financings
and
     (ii) those amounts, up to an aggregate at any one time
     outstanding, of $5 million for each $100 million (on a pro-
rated basis) of Receivables Financings which have been
     established and are in existence at such time, which may
     be advanced to StoneSub in order to cure or remedy, or
otherwise
    avoid the commencement of, liquidation, termination or
similar
     events in connection with the Receivables Financings;
                               
          (i) Investments made by the Borrower or any
     Subsidiary of the Borrower in respect of debt or equity
     securities to the extent received in a transaction
     permitted by  Section 5.2.8(b) or 5.2.12;
          (j)  Investments by S-CC in its Subsidiaries and
     other Investments by S-CC and its Subsidiaries to the
     extent not prohibited by the S-CC Debt Documents;
        (k) Investments by Europa Carton, A.G. or Stone
Container
     GmbH out of the proceeds of Indebtedness incurred by
     Europa Carton, A.G. or Stone Container GmbH, respectively,
     pursuant
     to Section 5.2.2(c);
          (l)  additional Investments (other than Investments
     in Stone Container GmbH, S-CC, SVCPI or any of their
     respective Subsidiaries) out of Discretionary Funds (other
     than any Discretionary Funds resulting from any Debt
     Basket Proceeds
or
    any Excess Excluded Sales Proceeds) in an amount not to
exceed
     the Discretionary Funds Basket made at a time when no
     Event of Default or Unmatured Event of Default shall have
     occurred
and
     be continuing;
          (m)  Investments in Stone Savannah on the Closing
Date as
     contemplated by Sections 5.1.13 and 6.1(l);

          (n)  Investments consisting of securities or notes
     received in settlement of accounts receivable incurred in
the
     ordinary course of business from a customer which the
Borrower
     has reasonably determined is unable to make cash payments
     in accordance with the terms of such account receivable;
     
          (o)  additional Investments in amounts and pursuant
     to the terms and conditions set forth on Schedule 1.1(b)
hereto;

          (p)  an additional Investment in Seminole Kraft in an
     amount not to exceed $1,250,000 for the purpose of
     acquiring the remaining 1% of outstanding capital stock of
     Seminole Kraft that was not previously owned by the
     Borrower; and
     
          (q)  the Borrower may contribute all of its retail
     bag division assets (except for real estate owned by the
     Borrower), including, without limitation, inventory,
     equipment, customer lists, licenses and intellectual
property,
     but excluding trade accounts receivable which have been
     sold by the Borrower to StoneSub, and assign its
     liabilities and assign (or sublease) real estate leases
     and equipment
leases,
     which assets, liabilities and leases, immediately prior to
     such contribution, are utilized by the Borrower in its
retail
     bag division, and which assets do not exceed $55 million
     in aggregate book value, to a newly formed limited
     liability company (the "Retail Bag Joint Venture") in
     exchange for an initial 65% equity ownership interest in
     the Retail Bag
Joint
     Venture (it being understood that the initial contribution
     of assets and liabilities may occur contemporaneously or
     may occur over a period of time).
     
Except as specifically provided in the foregoing clauses (d)
(with respect to SVCPI only), (g) and (j) neither the Borrower
nor any Subsidiary shall be permitted to make additional
Investments in Stone Container GmbH, Seminole Kraft, S-CC,
SVCPI or any of their respective Subsidiaries (other than (A)
pursuant to contractual agreements permitted by this Agreement
and as in effect on the date hereof and set forth on Schedule
5.2.7-A and (B) Investments in Seminole Kraft, the proceeds of
which are promptly used to prepay Indebtedness for Money
Borrowed pursuant to Section 5.2.10(a)(xiii)).

       5.2.8     Mergers.  Merge into or consolidate or
amalgamate with any Person except that:

          (a)  any Wholly-Owned Subsidiary of the Borrower
     (except for StoneSub and any Restricted Subsidiary) may
     merge, consolidate or amalgamate with or into the Borrower
     or
another
     Wholly-Owned Subsidiary of the Borrower (except for
     StoneSub and any Restricted Subsidiary) and any
     corporation that is a StoneSub may merge or consolidate
     with any other corporation that is a StoneSub; provided,
     however, that StoneSub may
merge
     with and into the Borrower in order to consummate a
     refinancing of the Receivables Financings existing on the
     Closing Date so long as (i) the Borrower immediately
     contributes and transfers all or a substantial portion of
the
      assets of StoneSub into a newly formed StoneSub in
connection
     with such refinancing and (ii) all Indebtedness of the
     StoneSub which has been merged with and into the Borrower
     is immediately repaid in full with the proceeds of such
     refinancing;
     
          (b)  any Subsidiary of the Borrower may merge with a
     third party in a transaction for which the Borrower or one
of
     its Wholly-Owned Subsidiaries receives less than $50
     million in aggregate consideration or in a transaction in
     which the Borrower or one of its Wholly-Owned Subsidiaries
     receives
$50
     million or more in aggregate consideration and receives
     (i) at least 70% of such consideration for such merger in
     cash or
cash equivalents and readily marketable securities, (ii)
noncash consideration for such merger consisting of debt
obligations
     of the purchaser and (iii) if any consideration
to
   be received consists of a note or other debt obligation,
such
     note or debt obligation shall be either (A) a note which
     is not by its terms or the terms of any related instrument
     subordinate to any other indebtedness or (B) a note or
     debt obligation secured by a first priority security
     interest in the assets of the Subsidiary of the Borrower
     so merged
subject
     only to the Permitted Liens described in subsections (c)
     and (f) of the definition of Permitted Liens;
     
          (c)  any Wholly-Owned Subsidiary of the Borrower may
     merge with a third party in a transaction in which the
     only consideration paid by the Borrower or such Subsidiary
     of the Borrower is common stock of the Borrower or
     Permitted Preferred Stock;
          (d)  a Wholly-Owned Subsidiary may be liquidated and
    its assets distributed to one or more Wholly-Owned
    Subsidiaries
     and/or the Borrower;

          (e)  the Borrower may merge or consolidate with any
     Person (except for StoneSub, SVCPI and any Restricted
     Subsidiaries and Wholly-Owned Subsidiaries that borrow
     independently on a non-recourse basis) so long as (i) the
     Borrower is the surviving entity, (ii) the Consolidated
     Tangible Net Worth of the Borrower immediately following
such
     merger or consolidation is greater than or equal to the
     Consolidated Tangible Net Worth of the Borrower
     immediately prior to such merger or consolidation and
     (iii) at the time
of
     such merger or consolidation and immediately thereafter no
     Event of Default or Unmatured Event of Default shall have
     occurred and be continuing;
     
          (f)  (A) any Wholly-Owned Subsidiary of S-CC may
merge with S-CC or with any other Wholly-Owned Subsidiary of S-
CC to the extent not prohibited by the S-CC Debt Documents and
SCC or any Subsidiary of S-CC may merge with a third party to
the
   extent not prohibited by the S-CC Debt Documents, and (B)
any
   Wholly-Owned Subsidiary of Stone Container GmbH may merge
with
      Stone Container GmbH or with any other Wholly-Owned
Subsidiary
     of Stone Container GmbH; and
        (g)  Seminole Kraft may merge with and into the
Borrower
   with the Borrower as the surviving corporation, provided
that
     (i) the Borrower shall have prepaid, defeased or otherwise
     deposited under an irrevocable trust agreement in form and
     substance reasonably satisfactory to the Agent, or caused
     to be prepaid, defeased or so deposited, pursuant to the
     terms and conditions of Section 5.2.10(a)(xiii), the
     Indebtedness
of
     Seminole Kraft under (A) the Credit Agreement dated as of
     March 27, 1991, as amended, among Seminole Kraft,
     Citibank, N.A., as agent, and the financial institutions
     party thereto and (B) Seminole Kraft's 13.50% Subordinated
     Notes due
October
     15, 1996 issued under the Indenture dated as of October
     15, 1986, as supplemented and amended, between Seminole
     Kraft
and
   Norwest Bank, as successor trustee to Manufacturers Hanover
     Trust Company, (ii) Seminole Kraft shall have no
Indebtedness
     for Money Borrowed outstanding at the time of such merger
     other than the Indebtedness for Money Borrowed set forth
     on Schedule 5.2.8(g) hereto, (iii) on the date of such
     merger
the
     Borrower shall deliver to the Agent a certificate of a
     Responsible Officer of the Borrower certifying that both
     before and after giving effect to the prepayment of such
     Indebtedness and the consummation of such merger, no Event
of
     Default or Unmatured Event of Default has occurred is
     continuing and the representations and warranties
     contained
in
     the Credit Agreement and the other Loan Documents are true
      and correct in all material respects at and as of the
      date
thereof
     as though made on and as of the date thereof (except to
     the extent specifically made with regard to a particular
     date)
and
  (iv) such merger shall occur on or prior to June 30, 1995.
                               
The Borrower shall cause any equity interest or other non-cash
consideration received by the Borrower or any of its
Subsidiaries in consideration of any transaction permitted by
this Section and
involving aggregate consideration of $50 million or more to be
pledged by the Borrower or such Subsidiary, as applicable, to
the Agent for the benefit of the Lenders pursuant to a
Supplemental Pledge Agreement.  For purposes of this Section,
the use of the terms "merge" and "merger" shall be deemed to
include, in the case of Canadian Subsidiaries of the Borrower,
the terms "amalgamate" and "amalgamation," respectively.
          5.2.9     Purchase of Stock or Assets.  Acquire any
assets, capital stock or debt securities of any Person (an
"Acquisition") except that:
          (a)  the Borrower and its Subsidiaries may acquire
     assets other than capital stock in the ordinary course of
     business;
     
          (b)  the Borrower or any Subsidiary of the Borrower
     may purchase assets or capital stock of a Person for a
     consideration consisting in whole of common stock or
Permitted
    Preferred Stock of the Borrower so long as no Event of
Default
     or Unmatured Event of Default shall have occurred and be
        continuing after giving effect to such Investment;
        
          (c)  the Borrower or any Subsidiary of the Borrower
     may make any Investment permitted by Section 5.2.7 hereof;
     
          (d)  the Borrower may purchase the Facility pursuant
     to Section     10.01, 10.04 or 19.09 of the Leveraged
     Lease;
          (e)  the Borrower or any Subsidiary of the Borrower
     may make Acquisitions for cash consideration or property,
provided
   that the aggregate cash consideration or property paid by
the
     Borrower and its Subsidiaries for such Acquisition shall
     not exceed (i) the maximum amount of Investments then
     permitted pursuant to Section 5.2.7(d) plus (ii) after
     such maximum amount has been reduced to zero, and so long
     as no Event of Default or Unmatured Event of Default shall
     have occurred
and
   be continuing, an amount of Discretionary Funds (other than
     any Discretionary Funds resulting from any Debt Basket
     Proceeds or any Excess Excluded Sales Proceeds) not
exceeding
     the Discretionary Funds Basket;

         (f)  the Borrower or any Subsidiary may make
Acquisitions
     for cash consideration or property provided that the cash
     consideration or property paid by the Borrower and its
     Subsidiaries for any Acquisition shall not exceed the
     amount of the Dividend Basket immediately prior to the
     making of
such
     Acquisition;
          (g)  Capital Expenditures permitted by Section 5.2.11
     hereof and expenditures of the type described in
     subsections (i)-(v) of the definition of Capital
     Expenditures may be
made;

          (h)  [Intentionally Omitted];

          (i)  the Borrower or any Subsidiary of the Borrower
may acquire assets in connection with the asset exchanges
permit ted by the first proviso to the first sentence of
Section 5.2.12;

          (j)  the Borrower or any Subsidiary of the Borrower
     may acquire capital stock or debt securities to the
     extent permitted by Section 5.2.10;
          (k)  StoneSub may purchase or otherwise acquire an
     interest in Receivables (with cash or by means of the
issuance
     of Indebtedness for Money Borrowed permitted by Section
     5.2.2(d)(ii)) pursuant to the Accounts Receivable
     Financing Program; and
     
       (l)  S-CC may make Acquisitions to the extent not
     prohibited by the S-CC Debt Documents.
Any acquisition or purchase counted for purposes of any of
Sections
5.2.9(a)-(l) shall not be counted for the purposes of any
other such subsection.

         5.2.10    Prepayment of Indebtedness; Certain
Amendments.

          (a)  Make any voluntary purchase or prepayment of or
     defease any Indebtedness for Money Borrowed or purchase,
     voluntarily redeem or otherwise voluntarily acquire any
     preferred or preference stock of the Borrower or any of
     its Subsidiaries, except (i) the Obligations (to the
     extent otherwise permitted hereby); (ii) a prepayment or
     defeasance of the IRBs as permitted in Section 5.2.2(h);
     (iii) the redemption, purchase, defeasance or voluntary
     prepayments of any Indebtedness of the Borrower arising
     under or in connection with the Florence Agreements; (iv)
     repayment of
the
     unsecured lines of credit permitted by Section 5.2.2(m)
     or of intercompany loans or advances permitted by Section
     5.2.2(d) other than the Stone-Canada Intercompany Note;
     (v) the redemption or purchase of preferred or preference
     stock of
(A)
     Stone-Canada to the extent held of record by the Borrower
     or (B) any Wholly-Owned Subsidiaries of Stone-Canada
     (other
than
     Stone Container GmbH and its Subsidiaries); (vi)
     refinancings permitted by Section 5.2.2; (vii) a purchase
     or acquisition permitted under Section 5.2.7; (viii) S-CC
     or any Subsidiary of S-CC may voluntarily purchase,
     prepay or defease any of
its
      Indebtedness for Money Borrowed or any preferred or
preference
     stock of S-CC or any Subsidiary of S-CC; (ix) so long as
     no Event of Default or Unmatured Event of Default shall
     have occurred and be continuing, the prepayment of any
     maturity
or
   maturities of debt securities of the Borrower (including
the
     payment of principal, stated premium, if any, and
     interest thereon) out of Discretionary Funds in an amount
     not to
exceed
     the Discretionary Funds Basket; (x) the Debt Refinancing
     and the Stone Savannah Transactions, all of which shall
     occur on the Closing Date, except as otherwise provided
     in Section 5.1.13, as a Related Transaction pursuant to
     the Transaction Documents; (xi) transactions permitted by
     Section 5.2.10(b); (xii) prepayments of Indebtedness for
     Money Borrowed
utilizing
     the proceeds of Indebtedness permitted by Section
     5.2.2(t); (xiii) the Borrower may voluntarily prepay, or
     cause to be prepaid, the Indebtedness of Seminole Kraft
     consisting of
(A)
  Indebtedness under the Credit Agreement dated as of March
27,
     1991, as amended, among Seminole Kraft, Citibank, N.A.,
     as agent, and the financial institutions party thereto,
     (B) Seminole Kraft's 13.50% Subordinated Notes due
     October 15, 1996 issued under the Indenture dated as of
     October 15,
1986,
   as supplemented and amended, between Seminole Kraft and
     Norwest Bank, as successor trustee to Manufacturers
     Hanover Trust Company, and (C) if necessary, up to
     $8,400,000 of Indebtedness under the 1991 Settlement
     Agreement dated as of March 26, 1991 entered into by
     Champion International Corporation and Seminole Kraft,
     so long as the aggregate amount of all such Indebtedness
     prepaid does not exceed $140,000,000, and may use
     proceeds of the Revolving Loan to prepay any such
     Indebtedness for Money Borrowed, provided
that
     (1) all existing Liens securing any such Indebtedness
     for Money Borrowed of Seminole Kraft are promptly
     released upon the prepayment of such Indebtedness for
     Money Borrowed and
(2)
     the Borrower shall, promptly upon the prepayment of such
     Indebtedness for Money Borrowed, cause Seminole Kraft to
     be merged with and into the Borrower pursuant to the
     terms and conditions of Section 5.2.8(g); (xiv) the
     Borrower may use proceeds of Revolving Loans to
     voluntarily repurchase,
prepay,
     redeem or otherwise extinguish the Indebtedness
     consisting of (A) all or any portion of the 8-7/8% Notes
     (including the payment of principal and interest
     thereon) and (B) all or
any
     portion of the 12-1/8% Subordinated Debentures at par
     value (including the payment of principal or par value
     and
interest
     thereon) and/or any Indebtedness for Money Borrowed of
     the Borrower constituting Senior Indebtedness (including
     the payment of principal, premium, whether or not stated,
     if
any,
  and interest thereon), provided that (1) no Unmatured Event
of
     Default or Event of Default shall have occurred and be
     continuing at the time of any such repurchase,
     prepayment, redemption or extinguishment (or, if
     irrevocable notice must be given to affect a redemption
     or extinguishment, then at
the
     time of giving such notice) and (2) (i) the aggregate
     amount of cash consideration paid by or on behalf of the
     Borrower
to
     repurchase, prepay, redeem or otherwise extinguish
     Indebtedness pursuant to this clause (xiv) shall not
     exceed the lesser of (x) $250,000,000 or (y) the
     aggregate
principal
     amount or par value of such Indebtedness repurchased,
prepaid,
     redeemed or otherwise extinguished, and (ii) the
     aggregate amount of cash consideration paid by or on
     behalf of the Borrower to repurchase, prepay, redeem or
     otherwise
extinguish
     12-1/8% Subordinated Debentures or Senior Indebtedness
     under clause (B) above shall not exceed (x) $250,000,000
     minus (y) the aggregate cash consideration paid by or on
     behalf of the Borrower in connection with the repurchase
     or prepayment of the 8-7/8% Notes pursuant to clause (A)
     above; (xv) prepayments, repurchases, redemptions and
     other extinguishments of Indebtedness for Money Borrowed
     utilizing (A) the proceeds of Indebtedness permitted by
     clause (ii) of Section 5.2.2.(x), (B) utilizing proceeds
     from an Abitibi Sale/Monetization in accordance with
     Section 5.2.12(v), (C) utilizing proceeds from the E
     Tranche Term Loan in
accordance
     with Section 5.1.11(v) and (D) utilizing the proceeds of
     the German Financing as permitted by clause (iii) of the
     definition of "German Financing", (xvi) prepayments of
     the Indebtedness permitted by Section 5.2.2(x) utilizing
proceeds
     from the sale or other disposition of any Assets
       constituting collateral which secures such
       Indebtedness and (xvii)
StoneSub
   may prepay, or otherwise cause a reduction in,
     Indebtedness for Money Borrowed owing to the Issuer
     utilizing funds
arising
     from the collection of Receivables;
      (b) Amend, modify, cancel or issue any securities
(except
     for debt securities which are otherwise permitted by
     Section 5.2.2) in exchange for any Indebtedness for
     Money Borrowed
or
     any preferred or preference stock of the Borrower or any
     of its Subsidiaries, except that (i) the Borrower may
     issue its common stock or Permitted Preferred Stock in
     exchange for Indebtedness for Money Borrowed; (ii) any
     Wholly-Owned Subsidiary of Stone-Canada may issue common,
     preferred or preference stock to any other Wholly-Owned
     Subsidiary in exchange for intercompany debt; (iii)
     subject to the terms
of
   the Pledge Agreements, Stone-Canada may issue common and/or
      preferred shares of capital stock to the Borrower in
exchange
     for intercompany debt of Stone-Canada to the Borrower or
     in exchange for preferred shares of capital stock of
     Stone-
Canada
     held by the Borrower; and (iv) with respect to S-CC or
     any of its Subsidiaries, to the extent not prohibited by
     the SCC Debt Documents; or
     
          (c)  Materially amend, modify or grant any material
     waiver (for purposes hereof any amendment, modification
     or waiver with respect to subordination provisions,
     increasing the principal amount, increasing the interest
     rate or shortening maturity shall be deemed material)
     with respect
to
     any indenture (including, without limitation, the Senior
     Subordinated Note Indenture), note or other instrument
     (including, without limitation, the Continental Guaranty)
     evidencing or creating such Indebtedness for Money
     Borrowed
or
   preferred stock of the Borrower or any Subsidiary (other
than
     Permitted Preferred Stock which remains Permitted
     Preferred Stock after giving effect to any such
     amendment,
modification
     or waiver) or pursuant to which any such Indebtedness for
     Money Borrowed or preferred stock was issued, provided
     that this clause (c) shall not apply to (i) agreements
     for Indebtedness for Money Borrowed of S-CC or any
     Subsidiary of S-CC which Indebtedness is nonrecourse to
     the Borrower or
any
     other Subsidiary of the Borrower (other than S-CC or any
     Subsidiary of S-CC, as the case may be), (ii) any
     amendment, supplement, modification or grant of a waiver
     with respect
to
     any indenture, note or other instrument evidencing or
creating
     Indebtedness for Money Borrowed of the Borrower or any
     Subsidiary solely to permit the transactions contemplated
     by Sections 5.2.12(v) or (vi) which are not adverse to
     the interests of the Agent and the Lenders, (iii) any
     amendment, supplement, modification or grant of a waiver
     with respect
to
     any indenture evidencing or creating Indebtedness for
     Money Borrowed of the Borrower or any Subsidiary which is
     not more burdensome or restrictive with respect to the
     Borrower and
its
   Subsidiaries, and is not adverse to the interests of the
Agent
      and the Lenders, or (iv) any agreement, document or
instrument
     executed and delivered, or otherwise created, in
     connection with or pursuant to the German Financing, it
     being
understood
     and agreed that clause (d) below shall apply in such
     circumstances.
        (d)  (i) Amend, modify, grant any waiver of or
otherwise
      change any provision of any agreement, document or
instrument
     executed and delivered, or otherwise created, in
     connection with or pursuant to the German Financing or
     the Indebtedness incurred pursuant to Section 5.2.2(x),
     except for any amendment, modification, waiver or other
     change which does
not
     in any way adversely affect the interests of the Agent
and the
       Lenders (for purposes hereof any such amendment,
modification,
      waiver or other change that would shorten the final
scheduled
    maturity of any loan, increase the rate or shorten the
time of
     payment of interest or fees, increase the principal
     amount of any loan, increase the amount or shorten the
     time of
payment of any scheduled amortization payment, increase the
collateral
     securing the Indebtedness incurred in connection with the
     German Financing or the Indebtedness incurred pursuant to
     Section 5.2.2(x) or issue any additional guarantees with
     respect to the German Financing shall be deemed to
     adversely affect the interests of the Agent and the
     Lenders), provided that the Borrower shall promptly
     notify, in writing, the
Agent
     of any such amendment, modification, waiver or other
     change and shall deliver together with any such notice a
     copy of
such
     amendment, modification, waiver or other change; (ii)
     enter into any new agreement, document or instrument with
     respect
to
     or in connection with the German Financing or the
Indebtedness
     incurred pursuant to Section 5.2.2(x) subsequent to the
     initial consummation of the German Financing or issuance
     of such Indebtedness, respectively; or (iii) amend,
     modify,
grant
   any waiver or otherwise change any provision of the Stone
Canada Guarantee or the Stone-Canada Intercompany Note.

          (e)  Make any mandatory offer to purchase, or redeem
     or purchase, any Indebtedness created pursuant to or
     evidenced
by
     any of the Specified Senior Indentures pursuant to a
     "Deficiency Offer" made in accordance with Article XI (or
any
     other similar Article or provision) of any thereof (it
     being understood and agreed that no such Deficiency Offer
     may be directly or indirectly made out of the proceeds of
     Indebtedness incurred as permitted by Section 5.2.2(q) or
out
     of Discretionary Funds).

          5.2.11    Capital Expenditures.  Expend or incur any
Capital Expenditure in any Fiscal Year if the aggregate amount
of the Capital Expenditures expended or incurred by the
Borrower and its Subsidiaries (exclusive of S-CC and
Subsidiaries of S-CC) in such Fiscal Year would exceed the
following amounts, as such amounts may be increased in any
Fiscal Year pursuant to the terms and conditions set forth on
Schedule 1.1(b):

          Fiscal Year                      Amount

          1994                          $225  million
          1995                          $225  million 1996 and
          each Fiscal          $275  million Year thereafter
          
Each of the foregoing amounts established for Fiscal Years
commencing with and including 1994 may be carried forward from
one year to the next to the extent not used for Capital
Expenditures (or for Investments pursuant to Section 5.2.7(d))
during any prior Fiscal Year.  Capital Expenditures permitted
above (i) shall be reduced for any Fiscal year by the amount of
Investments made during such Fiscal Year pursuant to Section
5.2.7(d) and by the amount of expenditures made during such
Fiscal Year pursuant to Section 5.2.9(e), (ii) at the option of
the Borrower, may be increased at any time or from time to time
by an amount not exceeding the amount of the Dividend Basket
immediately prior to the making of such Capital Expenditure,
and (iii) at the option of the Borrower, so long as no Event of
Default or Unmatured Event of Default shall have occurred and
be continuing, may be increased at any time or from time to
time by an amount of Discretionary Funds (other than any
Discretionary Funds resulting from any Debt Basket Proceeds or
any Excess Excluded Sales Proceeds) not exceeding the
Discretionary Funds Basket.  Notwithstanding the foregoing
limitations on Capital Expenditures in this Section 5.2.11, (A)
the
Borrower and its Subsidiaries may make Cluster Expenditures and
(B)
Europa Carton, A.G. and Stone Container GmbH may make Capital
Expenditures out of the proceeds of Indebtedness incurred by
Europa
Carton, A.G. or Stone Container GmbH, respectively, pursuant to
Section 5.2.2(c).

        5.2.12    Sale of Assets.  Sell, lease, assign,
transfer
or otherwise dispose of, or sell or issue any securities,
instruments or other rights of any kind which are convertible
into,
exchangeable for or otherwise entitled to receive, any Asset
(other
than cash or Permitted Investments) or related group of Assets,
including shares of capital stock, to a Person which is not the
Borrower or a Wholly-Owned Subsidiary of the Borrower (other
than a Restricted Subsidiary) except sales or other
dispositions of inventory in the ordinary course of business
for cash or represented by accounts receivable, unless the
transaction (i) is a disposition permitted by Section 5.2.13,
(ii) is a disposition of
Collateral or Mortgaged Property (other than a disposition
described in Section 5.2.12(vi)) and is for consideration
consisting solely of cash, cash equivalents or readily
marketable securities, (iii) is a disposition not involving
Collateral or Mortgaged Property, or any Monetized Assets, and
is for aggregate consideration of not more than $50 million,
(iv) is a disposition not involving Collateral or Mortgaged
Property, or any Monetized Assets, and is for aggregate
consideration in excess of $50 million, of which at least 70%
consists of cash or cash equivalents
and readily marketable securities and any non-cash
consideration consists of debt obligations of the purchaser
which are either in the form of (A) a note which is not by its
terms or the terms of any related instrument subordinate to any
other indebtedness or (B)
a note or debt obligation secured by a first priority security
interest in the assets of the purchaser purchased in such
transaction subject only to the Permitted Liens described in
subsections (c) and (f) of the definition of Permitted Liens,
(v) is an Abitibi Sale/Monetization and within (A) five
Business Days after the issuance or sale of any securities,
instruments or other rights, or after the sale or other
disposition, in connection with such Abitibi Sale/Monetization,
the Borrower shall use the Abitibi 25% Portion to effect the
prepayments in accordance with Section 3.4(d), and (B) five
Business Days after the issuance or sale of any securities,
instruments or other rights, or after the sale or other
disposition, in connection with such Abitibi Sale/Monetization
(or such longer period of time so long as proceeds are held
pursuant to escrow arrangements satisfactory to the Agent), the
Borrower shall (1) use (I) in the event such Abitibi
Sale/Monetization constitutes a sale or other disposition
(including a secondary public offering) of Abitibi Shares and
such Abitibi Shares do not constitute Monetized Assets, a
portion of the
Abitibi 75% Portion equal to ten percent (10%) of the aggregate
of the Abitibi 75% Portion plus the Abitibi 25% Portion (but
not exceeding in an aggregate amount, when combined with the
aggregate amount of any prepayments of the Indebtedness
incurred in the German Financing with the German Financing
Portion, if any, of any Material Sales Proceeds as permitted
under clause (H) of the second
sentence in Section 3.4(c), the Dollar equivalent of DM
80,000,000)
(such portion being referred to herein as the "German Financing
Abitibi Portion") to repay the Indebtedness incurred in the
German
Financing but only to the extent such repayment is required to
be made under the terms and conditions of the documentation
governing the German Financing, and (II) the first $200,000,000
in the
aggregate of the Abitibi 75% Portion (after giving effect to
any repayment of the Indebtedness incurred in the German
Financing with
the German Financing Abitibi Portion as specified in clause (I)
above) to prepay, repurchase, redeem or otherwise extinguish
any scheduled installment or stated maturity of any
Indebtedness for Money Borrowed of the Borrower which, pursuant
to the contractual terms thereof, is scheduled for repayment or
maturity prior to May 15, 1999, and (2) use the remainder of
the Abitibi 75% Portion to prepay, repurchase, redeem or
otherwise extinguish (x) any Indebtedness for Money Borrowed of
the Borrower constituting Senior
Indebtedness and/or (y) any Indebtedness for Money Borrowed of
the Borrower constituting Subordinated Debt, provided that no
more than
50% of the aggregate amount of the remainder of the Abitibi 75%
Portion may be used to prepay, repurchase, redeem or otherwise
extinguish Subordinated Debt; or (vi) is a sale or exchange of
100%
of the capital stock of Stone Snowflake occurring on or prior
to June 30, 1998 for consideration consisting of cash, cash
equivalents or readily marketable securities of at least $150
million with the amount of cash, cash equivalent or readily
marketable security proceeds thereof being used to prepay the
Term Loan, Additional Term Loan, D Tranche Term Loan and E
Tranche Term Loan in accordance with Section 3.4(e) and with
any other proceeds therefrom being pledged to the Agent to
secure the Obligations, all
pursuant to documentation in form and substance reasonably
satisfactory to the Required Lenders.  Notwithstanding the
foregoing, (A) mills and plant facilities and leasehold
interests therein not constituting Collateral or Mortgaged
Property may be exchanged for like-kind assets on an arms-
length basis, (B) that SCC and any Subsidiary of S-CC may sell,
lease, assign, transfer or otherwise dispose of assets to the
extent not prohibited by, and in
accordance with the requirements of, the S-CC Debt Documents;
and (C) in no event may the Borrower sell, lease, assign  or
otherwise transfer any Collateral or Mortgaged Property to any
Subsidiary unless Substitute Collateral is provided in
accordance with Section
9.13(c), except (x) to the extent provided in the Security
Agreements and Mortgages and (y) that the Borrower may, on or
prior
to June 30, 1998, transfer Collateral or Mortgaged Property
relating to the production of newsprint at the Borrower's
manufacturing facility located at Snowflake, Arizona to a newly
formed Wholly-Owned Subsidiary of the Borrower ("Stone
Snowflake"),
provided that (1) the transfer of such assets to Stone
Snowflake shall be pursuant to documentation satisfactory to
the Agent and (2) prior to or contemporaneously with such
transfer, the Borrower shall execute and deliver a Pledge
Agreement in form and substance
satisfactory to the Agent pursuant to which the Borrower shall
pledge to the Agent to secure the Obligations all of the
outstanding capital stock of Stone Snowflake, Stone Snowflake
shall
execute and deliver  an unsecured Subsidiary Guarantee (which
guarantee shall include covenants by Stone Snowflake
prohibiting it
from incurring Indebtedness (other than Indebtedness described
in Section 5.2.2(y)) or trade payables and from creating or
suffering to exist Liens on its property (other than certain
Liens acceptable
to the Agent) and requiring Stone Snowflake's obligations to
the Borrower with respect to the Borrower's payment of Stone
Snowflake's trade payables to be evidenced by an intercompany
note payable by Stone Snowflake to the Borrower, which note is
subordinated to such Subsidiary Guarantee and is pledged to the
Agent to secure the Obligations), and such other documents and
legal opinions as requested by the Agent, all pursuant to
documentation in form and substance satisfactory to the Agent.
The Borrower shall cause any equity interest or other non-cash
consideration received by the Borrower or any of its
Subsidiaries in consideration of any transaction permitted by
this Section and involving aggregate consideration of $50
million or more to be pledged by the recipient thereof to the
Agent for the benefit of the Lenders pursuant to a Supplemental
Pledge Agreement; provided, however, that such requirement
shall not apply if (i) the Assets disposed of are subject to a
Lien and such equity interest or other
non-cash consideration is required to be and is pledged or paid
over to the holder of such Lien or (ii) such consideration
constitutes Excluded Sale Proceeds.  Notwithstanding the
foregoing,
the Borrower may contribute and transfer its property and
assets to
the Retail Bag Joint Venture as permitted by Section 5.2.7(q)
in connection with the initial capitalization (it being
understood that the initial capitalization and related
transfers of property may occur contemporaneously or over a
period of time) of the Retail
Bag Joint Venture.

        5.2.13    Sale of Accounts Receivable.  Sell or
otherwise
dispose of any account receivable, including any sale or
transfer to any Subsidiary of the Borrower, except that (a) any
Subsidiary of the Borrower may sell or transfer any of its
accounts receivable
to the Borrower, (b) the Borrower or any Subsidiary of the
Borrower
may sell its accounts receivable in the ordinary course of
business
consistent with the Borrower's or such Subsidiaries' collection
practices as in effect from time to time and not as part of a
financing and (c) the Borrower or any Participating Subsidiary
may sell or otherwise grant an interest in its Receivables to
StoneSub,
and StoneSub may sell or otherwise grant an interest in its
Receivables to other Persons, in each case pursuant to the
Accounts
Receivable Financing Program.  In addition to the foregoing,
the Borrower or any Subsidiary eligible to be a Participating
Subsidiary may directly sell interests in Receivables to a
financial institution or other Person (whether on a revolving
purchase basis or in a one-time transaction); provided,
however, that all such sales shall be on terms (considered as a
whole) not materially more onerous to the Borrower and the
Lenders than those permitted for sales by StoneSub to the
Issuer under the Receivables
Financings in existence on the Closing Date; and provided
further, that any such sales of receivables shall, for all
other purposes of
this Agreement, and regardless of the treatment thereof
by the Borrower on its financial statements, be deemed
to be an incurrence
by the Borrower of Indebtedness for Money Borrowed in
respect of the financing of the receivables involved
and not as a sale of such
receivables; and provided further, that the aggregate
of the Indebtedness for Money Borrowed deemed to have
been incurred and at
any time outstanding pursuant to this sentence shall
reduce on a dollar-for-dollar basis the aggregate
principal amount of Indebtedness for Money Borrowed
which StoneSub is permitted to have
outstanding at any time under Section 5.2.2(p) pursuant
to Receivables Financings.  Notwithstanding anything in
this Section to the contrary, S-CC and its Subsidiaries
shall be permitted to dispose of any account receivable
to the extent not prohibited by the S-CC Debt
Documents.

          5.2.14    Subsidiaries.  (a) Other than non
WhollyOwned Subsidiaries in existence on the Closing
Date, S-CC and Subsidiaries of S-CC, permit to exist
Subsidiaries which are not Wholly-Owned Subsidiaries;
or (b) permit any Subsidiary which was a Wholly-Owned
Subsidiary on the Closing Date to cease to be a Wholly-
Owned Subsidiary, except in either case as otherwise
permitted by Sections 5.2.8, or 5.2.12, as a result of
honoring the
existing contractual commitments referenced on Schedule
5.2.7-A or,
in the case of clause (b), as a result of a transaction
otherwise permitted hereby whereby such entity ceases
to be a Subsidiary. Notwithstanding the foregoing
clause (a) of this Section 5.2.14, the Borrower may
maintain Graficarton S.A., a corporation organized
and existing under the laws of Spain ("Graficarton
S.A."), 96% of the issued and outstanding capital stock
of which is owned by the Borrower as of the Restatement
Date, as a non-Wholly-Owned Subsidiary so long as the
Borrower's percentage ownership interest in Graficarton
S.A. is not reduced after the Restatement Date except
as otherwise permitted by clause (b) of this Section
5.2.14.

          5.2.15    Lease Payments.  Except for lease
payments arising in connection with the Leveraged Lease
or any Financing Lease, incur, assume or suffer to
exist or permit any of its Subsidiaries to incur,
assume or suffer to exist, any obligation for rental
payments as lessee, whether directly or as guarantor,
if
after giving effect thereto, the aggregate amount of
lease payments
required to be made by the Borrower and its
Subsidiaries (other than S-CC and Subsidiaries of S-CC)
will exceed $150 million during
any calendar year, provided, however, that S-CC and its
Subsidiaries may incur, assume or suffer to exist any
obligations for rental payments, as lessee, whether
directly or as guarantor, to the extent not prohibited
by the S-CC Debt Documents.

          5.2.16    Accounts Receivable Financing
Program. Enter into any initial documentation in
connection with a Receivables Financing or any sales of
receivables permitted by the penultimate sentence of
Section 5.2.13 unless such documentation (i) has been
approved by the Required Lenders or is on terms and
conditions which, taken as a whole, are not materially
more adverse to the Borrower and the Lenders than the
documentation in existence on the
Closing Date with respect to existing Receivables
Financings or (ii) is non-material documentation
entered into pursuant to such approved documentation or
amend or modify in any material respect any of such
documentation unless such amendment or modification has
been so approved or otherwise satisfies the conditions
of clause (i) above.

          5.2.17    Stone-Canada.  Allow Stone-Canada
or Stone Finance to (a) issue any shares of capital
stock (whether common, preferred or otherwise) on or
after the Restatement Date (other than (i) a designated
series of preferred stock issued by Stone Canada to
Stone Finance in connection with principal and interest
payments on the 11 1/2% Senior Notes due August 15,
2006 issued by Stone Finance and (ii) the issuance of
shares of capital stock by Stone-Canada in connection
with an Abitibi Sale/Monetization, provided that 51% of
all outstanding preferred stock of Stone Canada (other
than preferred stock issued pursuant to clause (ii)
above) is at all time pledged to the Agent to secure
the Obligations pursuant to documentation reasonably
satisfactory to the Agent), or (b) use any funds
received from the Borrower or any other Subsidiary of
the Borrower (other than Stone Container GmbH),
whether directly or indirectly, and in whatever form
(including, without limitation, through intercompany
loans or advances or through the issuance, sale,
redemption, exchange or other transaction involving
capital stock, through the payment of fees for
management, investment banking or other similar fees
for services, or otherwise), to directly or indirectly
make any payments with respect to, or to repay any
Indebtedness owing pursuant to, the Stone-Canada
Intercompany Note, the StoneCanada Guarantee or the
German Financing.  For purposes of the foregoing clause
(b), any cash flow from operations generated by
StoneCanada shall be deemed to be used by Stone-Canada
first to make any required payments under the Stone-
Canada Intercompany Note and the Stone-Canada Guarantee
which are permitted hereunder, and second for any other
general corporate purposes permitted hereunder.

          Section 5.3    Financial Covenants of the
Borrower. The Borrower covenants and agrees that for so
long as this Agreement is
in effect and until the Obligations and all other
obligations incurred hereunder whether or not matured,
are paid in full, the Borrower will, unless first
having procured the written consent of the Required
Lenders:

          5.3.1     Interest Coverage Ratio.
          (a)  As of the end of each Fiscal Quarter,
calculated for
 the most recently completed four Fiscal Quarters (but
                          if
four
     Fiscal Quarters have not been completed since the
     Closing Date, then for the number of Fiscal
     Quarters that have been completed since the
     Closing Date), except as otherwise provided in
     Section 5.3.1(b) below, maintain an Interest
     Coverage Ratio for such period ending on a date
     set forth below of not less than the ratio set
     forth opposite such
date:

                  Date                          Ratio
               December 31, 1994             1.00 to 1
               March 31, 1995                1.15 to 1
               June 30, 1995                 1.25 to 1
               September 30, 1995            1.35 to 1
               December 31, 1995             1.50 to 1
               March 31, 1996                1.65 to 1
               June 30, 1996                 1.75 to 1
               September 30, 1996            1.85 to 1
               December 31, 1996             1.00 to 1
               March 31, 1997                0.65 to 1
               June 30, 1997                 0.35 to 1
               September 30, 1997            0.35 to 1
               December 31, 1997             0.25 to 1
               March 31, 1998                0.50 to 1
               June 30, 1998                 0.75 to 1
               September 30, 1998            1.00 to 1
               December 31, 1998             1.25 to 1
               March 31, 1999                1.50 to 1
               June 30, 1999                 1.75 to 1
               September 30, 1999
               and thereafter                2.00 to 1
        (b)  In the event that the Borrower fails to
  maintain an Interest Coverage Ratio as provided in
 Section 5.3.1(a) as of the end of any Fiscal Quarter
 ending on September 30, 1997, December 31, 1997, June
30, 1998, September 30, 1998, December31, 1998 or March
         31, 1999 (each such date, a "Step-Up-
  Date"),the Borrower shall be allowed to satisfy the
                       Interest
CoverageRatio requirements under this Section 5.3.1 on
any two (2) Step-Up-Dates by maintaining an Interest
Coverage Ratio calculated for the period of one Fiscal
Quarter (it being understood and agreed that all
calculations under the definition of "Interest Coverage
Ratio" would, for purposes of
 this Section 5.3.1(b), be made on a one-quarter basis
     rather than on a four-quarter basis) ending on
     such Step-UpDate,
of
          not less than the ratio set forth below
opposite such Step-Up-Date:
      Step-Up-Date      Ratio
September 30, 1997    1.00 to 1
December 31, 1997     1.25 to 1
June 30, 1998      1.50 to 1
September 30, 1998    1.75 to 1
December 31, 1998     2.00 to 1
March 31, 1999      2.25 to 1

     5.3.2     Indebtedness Ratio.  Have an Indebtedness
Ratio
of
not more than the following amounts as of the end of each
Fiscal Quarter ending on a date set forth below:

                  Date                          Ratio
               December 31, 1994 through
                 March 31, 1997              .85 to 1
               June 30, 1997                 .86 to 1
               September 30, 1997 through
                 June 30, 1998               .88 to 1
               September 30, 1998            .87 to 1
               December 31, 1998             .85 to 1
               March 31, 1999                .83 to 1
               June 30, 1999                 .81 to 1
               September 30, 1999            .78 to 1
               December 31, 1999 and
                 thereafter                  .75 to 1


                           ARTICLE VI
                                
                      CONDITIONS OF CREDIT
                                
          Section 6.1    Conditions Precedent to the Borrowing
of Initial Loans.  The right of the Borrower to make the
Borrowing of the Initial Loans and the obligation of the Lenders
to make the Initial Loans under this Agreement shall be subject
to the fulfillment, at or prior to the time of the making of
such Initial Loans, of each of the following conditions:

         (a)  The Borrower shall have duly executed and
delivered
to the Agent, with a signed counterpart for each Lender, this
Agreement and, subject to Section 5.1.17, all of the other Loan
Documents, all of which shall be in full force and effect.

          (b)  All of the other Basic Agreements shall have been
duly executed and delivered in form and substance satisfactory
to the Agent and shall be in full force and effect.
          (c)  No Event of Default or Unmatured Event of Default
shall have occurred and be continuing or will occur after giving
effect to the making of the Initial Loans and the consummation
of the transactions contemplated by the Basic Agreements.
         (d)  The Mergers shall have been consummated in
compliance with the Merger Documents and with all applicable
laws. The Agent shall have received duly executed copies of the
Merger documents as filed with the Secretary of the State of
Delaware.
          (e)  The Agent shall have received proof that the
applicable Loan Documents and appropriate financing statements
and other documents required by the applicable Loan Documents
have been filed and/or recorded in such jurisdictions as the
Agent shall have specified or arrangements for such filing or
recording satisfactory
to the Agent have been made; provided, however, that with
respect to the recordations of the Mortgages in the real estate
records of any jurisdictions, proof of recordation shall not be
required if the Agent receives the title insurance or binders to
assure the same in accordance with this Section 6.1.
          (f)  The Agent shall have received copies of searches
of financing statements filed under the Uniform Commercial Code,
lien and judgment searches and title searches, as appropriate,
with respect to the Collateral and the Mortgaged Property which
searches are reasonably satisfactory to the Agent.
          (g)  Subject to Section 5.1.17, the Agent shall have
received binding policies of mortgagee's title insurance (with
such co-insurance and/or reinsurance arrangements as are
satisfactory to the Agent and with such special endorsements as
the Agent shall require, all in form reasonably satisfactory to
the Agent), together with such surveys as the Agent shall
require, on each parcel of the Mortgaged Property specified by
the Agent pursuant to policies on the applicable ALTA form which
will insure that the mortgagees thereunder will have a valid
first mortgage lien (subject to Permitted Liens) in the amounts
specified on Schedule 6.1(g) hereto, subject to such exceptions
as are provided for in the Mortgages.
          (h)  The Agent shall have received the signed opinion
of Sidley & Austin, counsel to the Borrower and its
Subsidiaries, dated the Closing Date and addressed to the Agent,
the Co-Agents and all of the Lenders in substantially the form
set forth on Exhibit 6.1(h) hereto, with such changes (if any)
therein as shall be acceptable to the Agent and as to such other
matters as the Agent may reasonably request, and the Agent shall
have received the signed opinions addressed to all of the
Lenders of such local counsel reasonably satisfactory to the
Agent as the Agent may reasonably request.
          (i)  The Agent shall have received a copy of all
resolutions (in form and substance reasonably satisfactory to
the Agent) adopted by the Board of Directors of each of the
Borrower and those Subsidiaries (including, without limitation,
each of the Stone Merger Subsidiaries and Stone Southwest Merger
Subsidiaries) as reasonably deemed necessary by the Agent,
authorizing or relating to (i) the execution, delivery and
performance of the Basic Agreements and the other documents and
instruments provided for therein, (ii) the consummation of the
Mergers, and (iii) the consummation of the transactions
contemplated hereby and thereby, (iv) the granting and
confirmation of the liens, pledges, mortgages and security
interests pursuant to the Security Agreements, and the Mortgages
by the Borrower and its applicable Subsidiaries, together with
bylaws of the Borrower and such Subsidiaries, all certified by
the Secretary or a Vice-President of the Borrower and such
Subsidiary.  Such certificate shall be dated the Closing Date
and shall state that the resolutions set forth therein have not
been amended, modified, revoked or rescinded as of such date and
are at such date in full force and effect.

          (j)  The Agent shall have received certified copies of
the charters of each of the Borrower and those Subsidiaries as
reasonably deemed necessary by the Agent in their respective
jurisdictions of incorporation and evidence of their good
standing therein.

          (k)  The Agent shall have received a certificate of
the Secretary or a Vice-President of the Borrower, dated the
Closing Date as to the incumbency and signature of the officers
of the
Borrower and any applicable Subsidiary executing any Basic
Agreement and any certificate or other document or instrument
to be delivered pursuant thereto by or on behalf of the
Borrower or such Subsidiary, together with evidence of the
incumbency of such Secretary or Vice-President, as the case may
be.
          (l)  Contemporaneously with the funding of the
Initial Loans, the Borrower shall have (i) paid in full all
outstanding indebtedness under the U.S. Credit Agreement, the
U.S. Credit Agreement shall have been terminated and all Liens
existing pursuant thereto shall have been released and
terminated, (ii) made loans and/or capital contributions to
Stone-Canada, the proceeds of which Stone-Canada shall have
used to pay in full all outstanding indebtedness under the
Canadian Credit Agreements such that the Canadian Credit
Agreements shall have been terminated and all Liens existing
pursuant thereto shall have been released and terminated, (iii)
caused the payment in full of all outstanding indebtedness
under the Stone Savannah Credit Agreement such that the Stone
Savannah Credit Agreement shall have been terminated and all
Liens existing pursuant thereto shall have been released and
terminated, and (iv) shall have given irrevocable notice of
redemption to the trustee of the Stone Savannah Senior
Subordinated Note Indenture with respect to all outstanding
Stone Savannah Senior Subordinated Notes and shall have caused
to be deposited with such trustee funds sufficient to redeem in
full all of the Stone Savannah Senior Subordinated Notes at par
(plus stated premium), together with interest accrued and to
accrue through the date of redemption, which shall be on or
prior to December 30, 1994.  All of the foregoing shall be
pursuant to documentation reasonably satisfactory to the Agent.
          (m)  The Agent shall have received a certificate
executed by a Responsible Officer on behalf of the Borrower,
dated the Closing Date and in the form of Exhibit 6.1(m)
hereto.
          (n)  All outstanding participations in the Florence
Letters of Credit shall have been terminated and all Revolving
Lenders (other than BT) shall have entered into a Participation
Agreement with respect to its Revolving Loan Pro Rata share of
the Florence L/C Obligations.
          (o)  Each of Westinghouse Electric Corporation, Gelco
Corporation and BT shall have entered into amendments to the
L/C Agreement in substantially the forms of Exhibits 6.1(o)-A
and B hereto.
          (p)  Contemporaneously with the funding of the
Initial Loans, the Borrower shall have paid in full all accrued
Revolving Loan Commitment Fees and the Facility Fee.
          (q)  The Borrower shall have paid the Agent the
Agent's Fees due on the Closing Date.
        (r)  The Agent shall have received a Notice of
Borrowing
by 3:00 p.m. New York time on the Business Day prior to the
Closing Date with respect to its Initial Loans hereunder.

          (s)  The Agent shall have received the Environmental
Study, the results of which shall be acceptable to the Agent.

          (t)  The Agent shall have received certificates of
insurance evidencing insurance required to be maintained
pursuant to Section 5.1.9 and the other Loan Documents,
evidence of full payment of premiums thereon and loss payable
endorsements, all as required by this Agreement and the other
Loan Documents.

          (u)  The Borrower shall have realized gross proceeds
of
$700 million from the issuance and sale of the Senior Notes and
the First Mortgage Notes and the Agent shall have received a
duly executed copy of each of the Senior Note Documents and the
First Mortgage Note Documents, the terms, conditions,
representations, warranties, covenants, events of default and
other provisions of which shall be satisfactory in all respects
to the Agent.
          (v)  The Borrower shall have entered into a letter
agreement with the Facing Agent providing for Letter of Credit
fees, in form and substance satisfactory to the Facing Agent.
       (w)  All corporate and other proceedings taken in
connection with the transactions hereunder at or prior to the
Closing Date and all documents incident thereto shall be
reasonably satisfactory in form and substance to the Agent.

          (x)  The Agent shall have received such other
documents or legal opinions as the Agent or the Required
Lenders may reasonably request, all in form and substance
satisfactory to the Agent. The Borrower shall have furnished to
the Agent or the Lenders such additional copies or executed
counterparts of the documents referred to above as the Agent or
any Lender may request.

          Section 6.2    Conditions Precedent to all Credit
Events. The right of the Borrower to make any Borrowing or to
have issued any Letter of Credit, and the obligation of each
Lender to make a Loan (including the Loans made on the
Restatement Date and Swing Line Loans) in respect of any such
Borrowing and the obligation of the Facing Agent to issue or
any Revolving Lender to participate in
any Letter of Credit shall, in each case, be subject to the
fulfillment at or prior to the time of the making of such
Borrowing, or the issuance of such Letter of Credit, as the
case may be, of each of the following conditions:

           (a)  Representations and Warranties.  The
representations
and warranties contained in Article IV of this Agreement and in
the other Loan Documents shall each be true and correct in all
material respects at and as of such time, as though made on and
as of such time except to the extent such representations and
warranties are
expressly made as of a specified date in which event such
representation and warranty shall be true and correct as of
such specified date.
          (b)  No Default.  No Event of Default shall have
occurred and shall then be continuing on such date or will
occur after giving effect to such Borrowing (including without
limitation the use of proceeds requirements set forth in
Section 5.1.11).
          (c)  Notice of Borrowing; Letter of Credit Request.
          (i)  Prior to the making of each Loan, the Agent
          shall
     have received a Notice of Borrowing meeting the
     requirements of Section 2.5.
         (ii)  Prior to the issuance of each Letter of Credit,
     the Agent and the Facing Agent shall have received a
     request
for the issuance of a Letter of Credit meeting the requirements
of Section 2.12(c).
          (d)  Other Information.  The Agent shall have
received such other instruments and documents as the Agent or
the Required Lenders may reasonably request in connection with
the Loans and Letters of Credit and all such instruments and
documents shall be reasonably satisfactory in form and
substance to the Agent.
          The acceptance of the benefits of each such Credit
Event by the Borrower shall be deemed to constitute a
representation and warranty by it to the effect of paragraphs
(a), (b) and (c) of this Section   6.2.
          Section 6.3    Conditions Precedent to Effectiveness
of Agreement and Funding of E Tranche Term Loan.  The
amendments to the Existing Credit Agreement embodied in this
Agreement shall not be effective (in which case the Existing
Credit Agreement shall remain in full force and effect) and the
E Tranche Term Loan shall not be funded unless and until the
Borrower shall have furnished to the Agent, or unless and until
the following conditions precedent have been satisfied, in each
case on or prior to the Restatement Date:
          (a)  The Borrower, the Agent, the Required Lenders
(as defined in the Existing Credit Agreement), the Majority
Revolving Lenders (as defined in the Existing Credit
Agreement), the Majority Term Lenders (as defined in the
Existing Credit Agreement), the Majority Additional Term
Lenders (as defined in the Existing Credit Agreement), Majority
Supplemental Revolving Lenders (as defined in the Existing
Credit Agreement), the Majority D Tranche Term Lenders (as
defined in the Existing Credit Agreement) and each E Tranche
Lender shall have duly executed and delivered this Agreement.
        (b)  The Borrower shall have duly executed and
delivered
the E Tranche Term Notes.

          (c)  All of the other Basic Agreements shall be in
full force and effect.
          (d)  No Event of Default or Unmatured Event of
Default shall have occurred and be continuing or will occur
after giving effect to the making of the E Tranche Term Loan
and the consummation of the transactions contemplated herein.
       (e)  The Agent shall have received duly executed
modifications to the Mortgages and such other Loan Documents as
the Agent may request, in form and substance satisfactory to
the Agent, together with assurances satisfactory to the Agent
for the recordations of the modifications to the Mortgages in
the real estate records of all appropriate jurisdictions.
          (f)  The Agent shall have received (i) such
documentary,
intangible or similar taxes with respect to the Collateral and
Mortgaged Property and (ii) such additional and/or new title
insurance and title insurance endorsements with respect to the
Mortgaged Property as may be necessary to maintain the Agent's
perfected security interest (including existing priority) in
the Collateral and Mortgaged Property with respect to the
Obligations (including, without limitation, the E Tranche Term
Loan) and as the Agent may otherwise reasonably request.

          (g)  The Agent shall have received the signed opinion
of Sidley & Austin, counsel to the Borrower and its
Subsidiaries, dated the Restatement Date and addressed to the
Agent, the CoAgents and all of the Lenders in substantially the
form set forth on Exhibit 6.3(g) hereto, with such changes (if
any) therein as shall be acceptable to the Agent and as to such
other matters as the Agent may reasonably request, and the
Agent shall have received the signed opinions addressed to all
of the Lenders of such local and foreign counsel reasonably
satisfactory to the Agent as the Agent may reasonably request.
          (h)  The Agent shall have received a copy of the
resolutions (in form and substance reasonably satisfactory to
the Agent) adopted by the Board of Directors of the Borrower,
authorizing or relating to (i) the execution, delivery and
performance of this Agreement and the other documents and
instruments provided for herein, (ii) the consummation of the
transactions contemplated hereby and thereby, (iii) the
confirmation of the liens, pledges, mortgages and security
interests granted pursuant to the Security Agreements, the
Pledge Agreements and the Mortgages by the Borrower, together
with the articles of incorporation and by-laws of the Borrower,
all certified by the Secretary or an Assistant Secretary of the
Borrower.  Such certificate shall be dated the Restatement Date
and shall state that the resolutions, articles of incorporation
and bylaws set forth therein have not been amended, modified,
revoked or rescinded as of such date and are at such date in
full force and effect.
          (i)  The Agent shall have received certified copies
of the certificate of incorporation of the Borrower from its
jurisdiction of incorporation and evidence of its good standing
therein.
          (j)  The Agent shall have received a certificate of
the Secretary or an Assistant Secretary of the Borrower, dated
the Restatement Date as to the incumbency and signature of the
officers of the Borrower executing any Loan Document and any
certificate or other document or instrument to be delivered
pursuant hereto by or on behalf of the Borrower, together with
evidence of the incumbency of such Secretary or Assistant
Secretary, as the case may be.
          (k)  The Agent shall have received duly executed
Pledge Agreements with original stock certificates and
intercompany promissory notes evidencing 51% of the outstanding
common and preferred stock of Stone-Canada (with the recourse
to such common and preferred stock of Stone-Canada being
limited as provided in the applicable Pledge Agreement) and
Stone Finance, and any Stone Canada intercompany notes, pledged
to the Agent pursuant to the Pledge Agreements, together with
undated stock powers and note powers duly executed in blank,
all in form and substance reasonably satisfactory to the Agent.
       (l)  The Agent shall have received a certificate
executed
by a Responsible Officer on behalf of the Borrower, dated the
Restatement Date and in the form of Exhibit 6.3(l) hereto.

       (m)  Contemporaneously with the funding of the E
Tranche
Term Loan, the Borrower shall have paid in full the Additional
Fees and the Amendment Fees.

       (n)  All corporate and other proceedings taken in
connection with the transactions hereunder at or prior to the
Restatement Date and all documents incident thereto shall be
reasonably satisfactory in form and substance to the Agent.

          (o)  The Agent shall have received such other
documents or legal opinions as the Agent or the Required
Lenders may reasonably request, all in form and substance
satisfactory to the Agent. The Borrower shall have furnished to
the Agent or the Lenders such additional copies or executed
counterparts of the documents referred to above as the Agent or
any Lender may request.
        In the event that all of the foregoing conditions
precedent have not been satisfied or waived on or before June
30, 1997, this Agreement (other than the required payment of
certain Additional Fees as separately agreed to between the
Borrower and BT) shall be of no further force and effect and
the Existing Credit
Agreement shall continue in full force and effect.


                          ARTICLE VII
                               
                       EVENTS OF DEFAULT
          Section 7.1    Events of Default.  The occurrence of
any
of the following events shall constitute an "Event of Default":

          (a)  Payments.  The Borrower (i) shall fail to pay
when due (whether at maturity, upon acceleration, by mandatory
prepayment or otherwise) any payment of principal on any
Obligation
or (ii) shall default in the payment of interest on any
Obligation or default in the payment of any fee or other amount
owing hereunder or under any other Loan Document when due and,
in the case of this clause (ii), such default in payment shall
continue for a period of five (5) Business Days; or

           (b)  Representations and Warranties.  Any
representation
or warranty on the part of the Borrower contained in, or
incorporated by reference in, any Basic Agreement or any
document, instrument or certificate delivered pursuant thereto
shall have been incorrect in any material respect when made or
deemed to have been made; or

          (c)  Certain Covenants.  The Borrower shall default
in the performance or observance of any term, covenant,
condition or agreement on its part to be performed or observed
under Section 5.1
(except Sections 5.1.1(b)-(h), 5.1.2, 5.1.3(b), 5.1.4, 5.1.5
(giving effect to any cure or remedy periods in the documents
referred to in such Sections), 5.1.6, 5.1.7, 5.1.8, 5.1.9,
5.1.12 and 5.1.15), 5.2 (except for Section 5.2.1 with respect
to non contractual Liens) or 5.3; or

          (d)  Other Covenants.  The Borrower shall default in
the performance or observance of any term, covenant, condition
or agreement on its part to be performed or observed hereunder
or under any Basic Agreement (and not constituting an Event of
Default
under any other clause of this Section 7.1) and, with respect
only to such defaults as are capable of being remedied, such
default shall continue unremedied for a period of thirty (30)
days after written or telephonic (promptly confirmed in
writing) notice thereof has been given to the Borrower by the
Agent or any Lender; or

         (e)  Bankruptcy.  The Borrower or any of its
Subsidiaries
shall become insolvent or generally fail to pay, or admit in
writing its inability to pay, its debts as they become due, or
shall voluntarily commence any proceeding or file any petition
under any bankruptcy, insolvency or similar law or seeking
dissolution or reorganization or the appointment of a receiver,
trustee, custodian or liquidator for it or a substantial
portion of
its property, assets or business or to effect a plan or other
arrangement with its creditors, or shall file any answer
admitting the jurisdiction of the court and the material
allegations of an involuntary petition filed against it in any
bankruptcy, insolvency
or similar proceeding, or shall be adjudicated bankrupt, or
shall make a general assignment for the benefit of creditors,
or shall consent to, or acquiesce in the appointment of, a
receiver, trustee, custodian or liquidator for a substantial
portion of its property, assets or business; or

          (f)  Involuntary Proceedings.  Involuntary
proceedings or
an involuntary petition shall be commenced or filed against the
Borrower or any of its Subsidiaries under any bankruptcy,
insolvency or similar law or seeking the dissolution or
reorganization of it or the appointment of a receiver, trustee,
custodian or liquidator for it or of a substantial part of its
property, assets or business, or any writ, judgment, warrant of
attachment, execution or similar process shall be issued or
levied against a substantial part of its property, assets or
business, and
such proceedings or petition shall not be dismissed, or such
writ, judgment, warrant of attachment, execution or similar
process shall
not be released, vacated or fully bonded, within sixty (60)
days after commencement, filing or levy, as the case may be, or
any order for relief shall be entered in any such proceeding;
or

          (g)  Indebtedness for Money Borrowed.  (i) The
Borrower or any of its Subsidiaries (other than SVCPI) shall
default in the payment when due, whether at stated maturity or
otherwise, of any Indebtedness for Money Borrowed having an
aggregate principal amount of $10 million or more, (ii) an
event of default as defined in any mortgage, indenture,
agreement or instrument under which there may be issued, or by
which there may be secured or evidenced,
any such Indebtedness for Money Borrowed shall occur which
permits any holder thereof to cause any such Indebtedness for
Money Borrowed of the Borrower or any of its Subsidiaries
(other than SVCPI) to become due and payable prior to the
stated maturity or due date thereof, or (iii) any event or
condition shall occur which
with notice or lapse of time or both permits such Indebtedness
for
Money Borrowed of the Borrower or any of its Subsidiaries
(other than SVCPI) to be declared due and payable prior to its
stated maturity or due date; provided, however, that solely
with respect to S-CC or any of its Subsidiaries (but only in
the event that SCC constitutes a Subsidiary of the Borrower),
(A) any event described in subsection (i) above shall
constitute an Event of Default only if the payment default
relates to the final maturity of the relevant Indebtedness for
Money Borrowed and the holder thereof has
commenced legal action in respect of such default and (B) any
event
described in subsection (ii) or (iii) above shall constitute an
Event of Default only if the relevant "event of default",
"event" or "condition" results in any such Indebtedness for
Money Borrowed being declared due and payable prior to its
stated maturity or due date; or

          (h)  Judgments.  One or more judgments or decrees
shall be entered against the Borrower or any of its
Subsidiaries involving, individually or in the aggregate, a
liability of $10 million or more and a sufficient number of
such judgments or decrees shall not have been vacated,
discharged, satisfied or stayed pending appeal within thirty
(30) days from the entry thereof so as to bring the aggregate
below the $10 million threshold set forth above; or

          (i)  Basic Agreements.  (i) Any of the Basic
Agreements shall cease for any reason to be in full force and
effect (other than termination in accordance with its terms) or
the obligor thereunder shall disavow or seek to discontinue its
obligations thereunder, or shall contest the validity or
enforceability of any thereof; or (ii) any Lien purported to be
granted pursuant to
the Security Agreements, the Pledge Agreements or the Mortgages
for any
reason shall cease to be a legal, valid or enforceable lien and
security interest in the Collateral or the Mortgaged Property,
as the case may be; or

          (j)  ERISA.  Either (i) any Reportable Event which
constitutes reasonable grounds for the termination of any Plan
by the PBGC or for the appointment by the appropriate United
States District Court of a trustee to administer or liquidate
any Plan shall have occurred; (ii) a trustee shall be appointed
by a United States District Court to administer any Plan; (iii)
the PBGC shall institute proceedings to terminate any Plan;
(iv) any Plan shall be
terminated; or (v) the Borrower, any of its Subsidiaries or any
ERISA Affiliate shall become liable to the PBGC pursuant to
ERISA Sections 4063 or 4064; and the aggregate outstanding
liability of the Borrower, all of its Subsidiaries, and all
ERISA Affiliates with respect to the Plan (assuming the Plan
had terminated) and all
other Plans as to which any of the events (i) through (v) has
occurred exceeds $10 million or a contribution failure occurs
with respect to any Plan sufficient to give rise to a Lien
under Section
302(f) of ERISA; or

          (k)  Other ERISA.  Either (i) a trustee shall be ap
pointed by a United States District Court to administer any
Multiemployer Plan; (ii) the PBGC shall institute proceedings
to terminate any Multiemployer Plan; (iii) the Borrower, any of
its Subsidiaries or any ERISA Affiliates shall become liable
to any Multiemployer Plan pursuant to ERISA Section 4201; or
(iv) any Multiemployer Plan shall be terminated; and the
aggregate out standing liability of the Borrower, all of its
Subsidiaries, and all ERISA Affiliates with respect to the
Multiemployer Plan (assuming the Multiemployer Plan had
terminated if either (i) or (ii) has occurred) and all other
Multiemployer Plans as to which any of the events (i) through
(iv) has occurred exceeds $20 million; or

          (l)  Cross-Defaults.  Any default or event of default
shall occur under any of the Subsidiary Guarantees, the
Security Agreements, the Mortgages, any other Basic Agreement,
the L/C Agreement or the Continental Guaranty; provided,
however, that for purposes of this Section and Section 7.1(g),
no Default or Event of
Default shall be deemed to have occurred under the Continental
Guaranty to the extent that such Default or Event of Default
arises
solely out of a cross-default under the Continental Guaranty to
the
debt instruments of SVCPI or S-CC and Continental has neither
sought to enforce any remedies under the Continental Guaranty
in respect thereof nor given the Borrower written notice of its
intent
to do so upon the passage of time or the occurrence or non
occurrence of specified events; or

          (m)  Change of Control.  There shall have occurred a
Change of Control.

          Section 7.2    Remedies.  If an Event of Default
shall occur and be continuing, the Agent may and, at the
direction of the
Required Lenders shall, take one or more of the following
actions: (a) by written or oral or telephonic notice (in the
case
of oral or
telephonic notice confirmed in writing promptly thereafter) to
the Borrower declare the Total Maximum Commitment to be
terminated whereupon the Total Maximum Commitment shall
forthwith terminate, (b) by written or oral or telephonic
notice (in the case of oral or
telephonic notice confirmed in writing promptly thereafter) to
the Borrower declare all sums then owing by the Borrower
hereunder to be forthwith due and payable, whereupon all such
sums shall become and be immediately due and payable without
presentment, demand, protest or notice of any kind (except as
expressly provided for herein), all of which are hereby
expressly waived by the Borrower, or (c) exercise any remedies
available under any Loan Document or otherwise.  In the case of
the occurrence of any Event of Default described in clause (e)
or (f) of Section 7.1, the Total Maximum Commitment shall
forthwith terminate and the Obligations, together with accrued
interest thereon, shall become due and payable forthwith
without the requirement of any such acceleration or request,
and without presentment, demand, protest or other notice of any
kind, all of which are expressly waived, and other amounts
payable by the Borrower hereunder shall also become immediately
due
and payable, all without notice of any kind.

          If the maturity of the Obligations has been
accelerated pursuant to the preceding paragraph, the Borrower
shall, on the Business Day it receives notice from the Agent or
the Required Lenders thereof, deposit in an account with the
Agent, for the benefit of the Revolving Lenders, an amount in
cash equal to the L/C Obligations as of such date.  Such
deposit shall be held by the
Agent as collateral for the payment and performance of the L/C
Obligations.  The Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such
account.
Other than any interest earned on the investment of such
deposits in Permitted Investments, which investments shall be
made at the option and sole discretion of the Agent, such
deposits shall not bear interest.  Interest or profits, if any,
on such investments shall accumulate in such account.  Monies
in such account shall (i)
automatically be applied by the Agent to reimburse the Facing
Agent
and BT for any Letter of Credit disbursement, (ii) be held for
the satisfaction of the reimbursement obligations of the
Borrower at such time and (iii) be applied to satisfy the
Obligations.  If the Borrower is required to provide an amount
of cash collateral hereunder as a result of an acceleration of
the Obligations, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three
Business Days after all Events of Default have been cured or
waived and the acceleration has been rescinded and annulled as
provided in the succeeding paragraph.

          Anything in this Section 7.2 to the contrary
notwithstanding, the Agent shall, if requested by the Required
Lenders (or all the Lenders if required by the terms of Section
9.2), within thirty (30) days of (a) the delivery to the
Borrower of a notice of acceleration of the Obligations or (b)
an automatic acceleration of the Obligations by reason of the
occurrence of any Event of Default described in clause (e) or
(f) of Section 7.1, rescind and annul any acceleration of the
Obligations; provided, however, that at the time such
acceleration is so rescinded and annulled (i) all past due
interest and principal, if any, on the Obligations and all
other sums payable under this Agreement and the
other Loan Documents (except any principal and interest on any
Obligations which has become due and payable by reason of such
acceleration pursuant to this Section 7.2) shall have been duly
paid and (ii) no other Event of Default or Unmatured Event of
Default shall have occurred and be continuing and the Agent
shall have received the certificate of an Executive Officer of
the Borrower to such effect.  If any reduction in commitments
has occurred pursuant to this Section 7.2 in connection with
any such acceleration, then upon the rescission and annulment
of such acceleration pursuant to this Section 7.2, the
Revolving Loan Commitment of each Revolving Lender, the
Supplemental Revolving Loan Commitment of each Supplemental
Lender and the Swing Line Commitment of the Swing Line Lender
shall be reinstated to the respective amounts thereof which
would have been in effect on the date of such rescission and
annulment had no commitment reduction occurred pursuant to this
Section 7.2.
                         ARTICLE VIII
                               
                           THE AGENT
                               
         In this Article VIII, the Lenders agree among
themselves
as follows:

          Section 8.1    Appointment.  The Lenders hereby
appoint BT as Agent hereunder and under each other Loan
Document as herein specified.  Each Lender hereby irrevocably
authorizes and each holder of any Obligation by the acceptance
thereof shall be deemed irrevocably to authorize the Agent to
take such action on its behalf under the provisions of this
Agreement and the other Basic Agreements (including, without
limitation, to give notices and take
such actions on behalf of the Required Lenders as are consented
to in writing by the Required Lenders) and any other
instruments, documents and agreements referred to herein and
therein and to exercise such powers hereunder and thereunder as
are specifically delegated to the Agent by the terms hereof and
thereof and such other powers as are reasonably incidental
thereto.  The Agent may perform any of their respective duties
hereunder, or under the Loan
Documents, by or through their respective agents or employees.

          Section 8.2    Nature of Duties.  The Agent shall not
have any duties or responsibilities, express or implied, except
those expressly set forth in this Agreement and the other Loan
Documents.  The duties of the Agent shall be mechanical and
administrative in nature.  The Agent shall not have by reason
of this Agreement a fiduciary relationship in respect of any
Lender, any Co-Agent or the Borrower.  Nothing in this
Agreement or any of the Loan Documents, expressed or implied,
is intended to or shall be so construed as to impose upon the
Agent any obligations in respect of this Agreement or any of
the Loan Documents except as expressly set forth herein or
therein.  Each Lender shall make its own independent
investigation of the financial condition and affairs of the
Borrower and its Subsidiaries in connection with the
making and the continuance of the Loans and the issuance of
Letters
of Credit hereunder, and shall make its own appraisal of the
creditworthiness of the Borrower.  The Agent shall not have any
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 making of the Loans or at any time or times
thereafter.  The Agent will promptly notify each Lender at any
time that the
Required Lenders have instructed it to act or refrain from
acting pursuant to Article VII.

          Section 8.3    Rights, Exculpation, Etc.  Neither the
Agent nor any of its officers, directors, employees or agents
shall
be liable to any Lender for any action taken or omitted by it
hereunder or under any of the Loan Documents, or in connection
herewith or therewith, unless caused by its or their gross
negligence or willful misconduct.  Neither the Agent nor any of
its
officers, directors, employees or agents shall be responsible
to any Lender for or have any duty to ascertain, inquire into,
or verify (i)  any recitals, statements, representations or
warranties
made in connection with any Loan Document or any Borrowing
hereunder, (ii) the performance or observance of any of the
covenants or agreements of any obligor under any Loan Document,
including, without limitation, any agreement by an obligor to
furnish information directly to each Lender, (iii) the
satisfaction
of any condition specified in Article VI, except receipt of
items required to be delivered to the Agent, or (iv) the
execution, effectiveness, genuineness, validity,
enforceability, collectability or sufficiency of any of the
Loan Documents or the financial condition of the Borrower or
any of its Subsidiaries. The Agent shall not be required to
make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of any
of the Loan Documents or the financial condition of the
Borrower or any of its Subsidiaries, or the existence or
possible existence of any Unmatured Event of Default or Event
of Default unless requested to do so by the Required Lenders.
The Agent shall have no duty to disclose to the Co-Agents or
the Lenders information that is not required to be furnished by
the Borrower to the Agent at such time, but is voluntarily
furnished by the Borrower to the Agent (either in its capacity
as Agent or in its individual capacity).  The Agent may at
any time request instructions from the Lenders with respect to
any actions or approvals which by the terms of any of the Loan
Documents the Agent is permitted or required to take or to
grant, and if such instructions are requested, the Agent shall
be absolutely entitled to refrain from taking any action or to
withhold any approval and shall not be under any liability
whatsoever to any Person for refraining from any action or
withholding any approval under any of the Loan Documents until
it shall have received such instructions from the Required
Lenders. Any such instructions and any action taken or failure
to act pursuant thereto shall be binding on all of the Lenders.
Without limiting the foregoing, no Lender shall have any right
of action whatsoever against the Agent as a result of the Agent
acting or refraining from acting under any of the Loan
Documents in accordance with the instructions of the Required
Lenders.  The Lenders hereby acknowledge that the Agent shall
be under no duty to
take any discretionary action permitted to be taken by it
pursuant to the provisions of this Agreement unless it shall be
requested in
writing to do so by the Required Lenders.

          Section 8.4    Employment of Agents and Counsel.  The
Agent may execute any of its duties as Agent hereunder and
under any other Loan Document by or through employees, agents
and attorneys-in-fact and shall not be answerable to the
Lenders or the
Co-Agents, except as to money or securities received by it or
its
authorized agents, for the default or misconduct of any such
agents
or attorneys-in-fact selected by it with reasonable care.  The
Agent shall be entitled to advice of counsel concerning all
matters
pertaining to the agency hereby created and its duties
hereunder and under any other Loan Document.

          Section 8.5    Reliance.  The Agent shall be entitled
to rely upon any written notice, statement, certificate, order
or other document or any telephone message reasonably believed
by it to be genuine and correct and to have been signed, sent
or made by
the proper Person, and, with respect to all matters pertaining
to any of the Loan Documents and its duties hereunder or
thereunder, upon advice of counsel selected by it.

          Section 8.6    Indemnification.  To the extent that
the Agent is not reimbursed and indemnified by the Borrower,
the Lenders will reimburse and indemnify the Agent for and
against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against the Agent, acting
pursuant hereto, in any way relating to or arising out of any
of the Loan Documents or any action taken or omitted by the
Agent, under any of the Loan Documents, in proportion to each
Lender's respective ratable share of the aggregate of the Total
Maximum Commitment (or, if the Commitments have been
terminated, in proportion to their Commitments immediately
prior to such termination); provided, however, that no Lender
shall be liable for any fees payable to the
Agent pursuant to Section 3.9 or for any portion of such
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting
from the Agent's gross negligence or willful misconduct.  The
obligations of the Lenders under this Section 8.6 shall survive
the
payment in full of the Obligations and the termination of this
Agreement.

          Section 8.7    Notice of Default.  The Agent shall
not be
deemed to have knowledge or notice of the occurrence of any
Event of Default or Unmatured Event of Default hereunder unless
the Agent
has received written notice from a Lender or the Borrower
referring
to this Agreement describing such Event of Default or Unmatured
Event of Default and stating that such notice is a "notice of
default".  In the event that the Agent receives such a notice,
the Agent shall give prompt notice thereof to the Lenders.

          Section 8.8    The Agent Individually.  With respect
to its Revolving Loan Pro Rata Share, Term Loan Pro Rata Share,
Additional Term Loan Pro Rata Share, Supplemental Revolving
Loan Pro Rata Share, D Tranche Term Loan Pro Rata Share, E
Tranche Term Loan Pro Rata Share, Maximum Commitment,
Additional Term Loan Commitment, Supplemental Revolving Loan
Commitment and D Tranche Term Loan Commitment hereunder and the
Loans made or Letters of Credit issued by it, the Agent in its
individual capacity shall have and may exercise the same rights
and powers hereunder and is subject to the same obligations and
liabilities as and to the extent set forth herein for any other
Lender or holder of an Obligation.  The terms "Lenders",
"Required Lenders", "Majority Revolving Lenders", "Majority
Term Lenders",
"Majority Additional Term Lenders", "Majority Supplemental
Revolving Lenders", "Majority
D Tranche Term Lenders" or "Majority E Tranche Term Lenders" or
any
similar terms shall, unless the context clearly otherwise
indicates, include the Agent in its individual capacity as a
Lender, one of the Required Lenders or a holder of an
Obligation. The Agent may accept deposits from, lend money to,
and generally engage in any kind of banking, trust or other
business with the Borrower or any Subsidiary of the Borrower as
if they were not acting as Agent pursuant hereto.
           Section 8.9    Resignation by the Agent.
          (a)  The Agent may resign from the performance of all
its
functions and duties hereunder at any time by giving 15
Business Days' prior written notice to the Borrower and the
Lenders. Such resignation shall take effect upon the acceptance
by a successor Agent of appointment pursuant to clauses (b) and
(c) below or as otherwise provided below.

          (b)  Upon any such notice of resignation by the
Agent, the Required Lenders shall appoint a successor Agent who
shall be satisfactory to the Borrower and shall be an
incorporated bank or trust company having total assets in
excess of $3 billion (or the foreign currency equivalent
thereof).

          (c)  If a successor Agent shall not have been so ap
pointed within said 15 Business Day period, the Agent, with the
consent of the Borrower, shall then appoint a successor Agent
who shall serve as Agent until such time, if any, as the
Required Lenders, with the consent of the Borrower, appoint a
successor Agent as provided above.

          (d)  If no successor Agent has been appointed
pursuant to
clause (b) or (c) by the 20th Business Day after the date such
notice of resignation was given by the Agent, the Agent's
resignation shall become effective and the Required Lenders
shall thereafter perform all the duties of the Agent hereunder
until such
time, if any, as the Required Lenders, with the consent of the
Borrower, appoint a successor Agent as provided above.

          Section 8.10   Holders of Obligations.  The Agent may
deem and treat the payee of any Obligation as reflected on the
books and records of the Agent as the owner thereof for all
purposes hereof unless and until a written notice of the
assignment
or transfer thereof shall have been filed with the Agent
pursuant to Section 9.12(d).  Any request, authority or consent
of any
Person who, at the time of making such request or giving such
authority or consent, is the holder of any Obligation shall be
conclusive and binding on any subsequent holder, transferee or
assignee of such Obligation or of any Obligation or Obligations
granted in exchange therefor.

        Section 8.11   Co-Agents.  None of the Lenders
identified
on the cover page or signature pages of this Agreement as a "Co
Agent" shall have any right, power, obligation, liability,
responsibility or duty under this Agreement or any other Loan
Document other than those applicable to all Lenders as such.
Each Lender acknowledges that it has not relied, and will not
rely, on any of the Lenders identified as Co-Agents in deciding
to enter into this Agreement or in taking or refraining from
taking any action hereunder or pursuant hereto.

                          ARTICLE IX
                               
                         MISCELLANEOUS
                               
          Section 9.1    No Waiver; Modifications in Writing.
No failure or delay on the part of the Agent or any Lender in
exercising any right, power or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise
of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right,
power or remedy.  The remedies provided for herein and in the
other Loan Documents are cumulative and are not exclusive of
any remedies that may be available to the Agent or any Lender
at law, in equity or otherwise.
          Section 9.2    Amendments.  No amendment,
modification, supplement, termination or waiver of or to any
provision of this Agreement, nor consent to any departure by
the Borrower or any of its Subsidiaries therefrom, shall be
effective unless the same shall be in writing and signed by or
on behalf of the Required Lenders; provided, however, that no
such amendment, modification, supplement, termination, waiver
or consent, as the case may be, which (i) reduces the rate of
interest on any Loan or reduces the principal amount of any
Loan or the amount of fees payable by the Borrower hereunder,
or forgives any such payment or any part thereof; (ii) extends
the Term Loan Maturity Date or the Revolver Termination Date or
the scheduled date for the payment of interest on any Loan;
(iii) changes this Section 9.2 or the definitions of the terms
"Required Lenders", "Revolving Loan Pro Rata Share" or "Term
Loan Pro Rata Share"; (iv) changes the Maximum Commitment of
any Lender hereunder; (v) releases the Liens created by the
Loan Documents upon all or substantially all of the Collateral
and the Mortgaged Property (except where Substitute Collateral
is provided or as otherwise permitted by Section 9.13) or
changes the
provisions of Schedule 1.1(b) hereto relating to the release of
all
of the Collateral and Mortgaged Property; or (vi) releases or
terminates all or substantially all of the Subsidiary
Guarantees shall be effective unless the same shall be signed
by or on behalf of (A) in the case of any changes described in
clause (i), (ii) or (iii) (other than changing the definition
of "Required Lenders") above, each Term Lender if amounts
payable to the Term Lenders would be affected by such change or
each Revolving Lender if amounts payable to the Revolving
Lenders would be affected by such change, with each class of
Lenders voting as a separate class, and (B) in the case of any
changes described in clause (iv), (v) or (vi) above, each
Lender hereunder; provided further, that except as
provided in Section 3.6(f), no such amendment, modification,
supplement, termination, waiver or consent which changes the
application of any prepayments or scheduled repayments of any
Loans, reduces the amount of or waives any prepayments or
scheduled
repayments of any Loans, or extends the time of payment for any
prepayments or scheduled repayments of any Loans, shall be
effective unless the same shall be signed by or on behalf of
(i) to
the extent such prepayment or repayment applies to the Term
Loan, Term Lenders holding Term loans representing more than
50% of the aggregate outstanding principal amount of the Term
Loan (the "Majority Term Lenders"), and (ii) to the extent such
prepayment or
repayment applies to the Revolving Loan, Revolving Lenders
holding Revolving Loans and Revolving Loan Commitments, if any,
representing more than 50% of the sum of (x) the aggregate
outstanding principal amount of the Revolving Loans and (y) the
Total Available Revolving Commitment (the "Majority Revolving
Lenders"); and provided further, that no such amendment,
modification, supplement, termination, waiver or consent, as
the case may be, which has the effect of (i) increasing the
duties or obligations of the Agent hereunder; or (ii)
increasing the standard
of care or performance required on the part of the Agent, the
Swing
Line Lender or any Facing Agent hereunder, or (iii) reducing or
eliminating the fees, indemnities or immunities to which the
Agent,
the Swing Line Lender or any Facing Agent is entitled hereunder
(including, without limitation, any amendment or modification
of this Section) shall be effective unless the same shall be
signed by
or on behalf of the Agent, the Swing Line Lender or such Facing
Agent, as the case may be.  Any amendment, modification or
supplement of or to any provision of this Agreement, any waiver
of any provision of this Agreement, and any consent to any
departure by the Borrower from the terms of any provision of
this Agreement, shall be effective only in the specific
instance and for the specific purpose for which made or given.

          Section 9.3    Certain Other Amendments; Amendments
Affecting Additional Lenders, Supplemental Revolving Lenders, D
Tranche Lenders and E Tranche Lenders.  No amendment which
changes (i) this clause (i) or the definition of "Term Loan Pro
Rata Share"
shall be effective unless the same shall be signed by or on
behalf of each Term Lender which at the time has outstanding
any portion of the Term Loan or (ii) this clause (ii) or the
definition of "Revolving Loan Pro Rata Share" shall be
effective unless the same shall be signed by or on behalf of
each Revolving Lender which at the time has made or has
outstanding a portion of the Revolving
Loan Commitment or the Revolving Loans.  In addition, without
limiting  or changing the provisions of Section 9.2, no
amendment, modification, supplement, termination, waiver or
consent of or to any provision of this Agreement which (i)
reduces the rate of interest on any Additional Term Loan or
reduces the principal amount of any Additional Term Loan, or
forgives any such payment or
any part thereof, (ii) extends the Additional Term Loan
Maturity Date or the scheduled date for the payment of interest
on any Additional Term Loan, (iii) changes this second sentence
of Section
9.3 or the definition of the term "Additional Term Loan Pro
Rata Share" or (iv) changes the Additional Term Loan Commitment
of any Additional Lender hereunder shall be effective unless
the same shall be signed by or on behalf of each Additional
Lender if amounts payable to the Additional Lenders would be
affected by such
change; provided, however, that except as provided in Section
3.6(f), no such amendment, modification, supplement,
termination, waiver or consent which changes the application of
any prepayments or scheduled repayments of the Additional Term
Loan, reduces the amount of or waives any prepayments or
scheduled repayments of the Additional Term Loan, or extends
the time of payment for any prepayments or scheduled repayments
of the Additional Term Loan, shall be effective unless the same
shall be signed by or on behalf of Additional Lenders holding
Additional Term Loans representing more than 50% of the
aggregate outstanding principal amount of the Additional Term
Loan (the "Majority Additional Term Lenders"). Without limiting
or
changing the provisions of Section 9.2, no amendment,
modification, supplement, termination, waiver or consent
of or to any provision of this Agreement which (i) reduces the
rate
of interest on any Supplemental Revolving Loan or reduces the
principal amount of any Supplemental Revolving Loan, or
forgives any such payment or any part thereof, (ii) extends the
Supplemental
Revolver Termination Date or the scheduled date for the payment
of interest on any Supplemental Revolving Loan, (iii) changes
this third sentence of Section 9.3 or the definition of the
term "Supplemental Revolving Loan Pro Rata Share" or (iv)
changes the Supplemental Revolving Loan Commitment of any
Supplemental Revolving Lender hereunder shall be effective
unless the same shall
be signed by or on behalf of each Supplemental Revolving Lender
if amounts payable to the Supplemental Revolving Lenders would
be affected by such change; provided, however, that no such
amendment,
modification, supplement, termination, waiver or consent which
changes the application of any prepayments or scheduled
repayments of the Supplemental Revolving Loan, reduces the
amount of or waives
any prepayments or scheduled repayments of the Supplemental
Revolving Loan, or extends the time of payment for any
prepayments or scheduled repayments of the Supplemental
Revolving Loan, shall be effective unless the same shall be
signed by or on behalf of Supplemental Revolving Lenders
holding Supplemental Revolving Loans
representing more than 50% of the sum of (i) the aggregate
outstanding principal amount of the Supplemental Revolving
Loans and (ii) the Total Available Supplemental Revolving
Commitment (the
"Majority Supplemental Revolving Lenders").  Without limiting
or changing the provisions of Section 9.2, no amendment,
modification,
supplement, termination, waiver or consent of or to any
provision of this Agreement which (i) reduces the rate of
interest on any D Tranche Term Loan or reduces the principal
amount of any
D Tranche Term Loan, or forgives any such payment or any part
thereof, (ii) extends the D Tranche Term Loan Maturity Date or
the scheduled date for the payment of interest on any D Tranche
Term Loan, (iii) changes this fourth sentence of Section 9.3 or
the definition of the term "D Tranche Term Loan Pro Rata Share"
or (iv)
changes the D Tranche Term Loan Commitment of any D Tranche
Lender hereunder shall be effective unless the same shall be
signed by or on behalf of each D Tranche Lender if amounts
payable to the D Tranche Lenders would be affected by such
change; provided, however, that except as provided in Section
3.6(f), no such amendment, modification, supplement,
termination, waiver or consent
which changes the application of any prepayments or scheduled
repayments of the D Tranche Term Loan, reduces the amount of or
waives any prepayments or scheduled repayments of the D Tranche
Term Loan, or extends the time of payment for any prepayments
or scheduled repayments of the D Tranche Term Loan, shall be
effective
unless the same shall be signed by or on behalf of D Tranche
Lenders holding D Tranche Term Loans representing more than 50%
of the aggregate outstanding principal amount of the D Tranche
Term Loan (the "Majority D Tranche Term Lenders").  Without
limiting or changing the provisions of Section 9.2, no
amendment, modification,
supplement, termination, waiver or consent of or to any
provision of this Agreement which (i) reduces the rate of
interest on any E
Tranche Term Loan or reduces the principal amount of any
E Tranche Term Loan, or forgives any such payment or any part
thereof, (ii) extends the E Tranche Term Loan Maturity Date or
the scheduled date for the payment of interest on any E Tranche
Term Loan, (iii) changes this fifth sentence of Section 9.3 or
the definition of the term "E Tranche Term Loan Pro Rata Share"
or (iv)
changes the E Tranche Term Loan Commitment of any E Tranche
Lender hereunder shall be effective unless the same shall be
signed by or on behalf of each E Tranche Lender if amounts
payable to the
E Tranche Lenders would be affected by such change; provided,
however, that except as provided in Section 3.6(f), no such
amendment, modification, supplement, termination, waiver or
consent
which changes the application of any prepayments or scheduled
repayments of the E Tranche Term Loan, reduces the amount of or
waives any prepayments or scheduled repayments of the E Tranche
Term Loan, or extends the time of payment for any prepayments
or scheduled repayments of the E Tranche Term Loan, shall be
effective
unless the same shall be signed by or on behalf of E Tranche
Lenders holding E Tranche Term Loans representing more than 50%
of the aggregate outstanding principal amount of the E Tranche
Term Loan (the "Majority E Tranche Term Lenders")

          Section 9.4    Notices, etc.  Except where telephonic
instructions or notices are authorized herein to be given, all
notices, demands, instructions and other communications
(collectively, "Notices") required or permitted to be given to
or made upon any party hereto or any other Person shall be in
writing and (except for written confirmations of telephonic or
telex instructions) shall be personally delivered or sent by
registered or certified mail, postage prepaid, return receipt
requested, or by
a reputable courier delivery service, or by prepaid telex, TWX
or telegram (with messenger delivery specified in the case of a
telegram), or by telecopier.  Notices shall be deemed to be
given for purposes of this Agreement (a) if given by telex,
when such telex is transmitted to the telex number specified in
this Section and the appropriate answerback is received, (b) if
given by mail, 72 hours after such communication is deposited
in the mails with first class postage prepaid, addressed as
aforesaid or (c) if given
by any other means (including, without limitation, by air
courier),
when delivered at the address specified in this Section;
provided, however, that any Notice of Borrowing to the Agent
shall not be effective until received.  Unless otherwise
specified in a Notice sent or delivered in accordance with the
foregoing provisions of this Section Notices shall be given to
or made upon the respective parties hereto at their respective
addresses (or to their respective telex, TWX or telecopier
numbers) indicated on their signature pages hereto or in any
Assignment Agreement and, in the case of telephonic
instructions or notices, by calling the telephone number or
numbers indicated for such party.  Except where
notice is specifically required by this Agreement or any other
Basic Agreement, no notice to or demand on the Borrower in any
case
shall entitle the Borrower to any other or further notice or
demand
in similar or other circumstances.

          Section 9.5    Costs, Expenses and Taxes.  The
Borrower agrees to pay (without duplication) all reasonable
costs and
expenses incurred by the Agent in connection with the
negotiation, preparation, reproduction, execution and delivery
of this Agreement
and the other Basic Agreements, any amendments, waivers or
modifications of any of the foregoing and any and all other
documents furnished pursuant hereto or thereto or in connection
herewith or therewith, including the reasonable fees and out-of
pocket expenses of Winston & Strawn, special counsel to the
Agent, any local counsel retained by the Agent, reasonable
attorney's fees
and expenses or (but not as well as) the reasonable allocated
costs
of staff counsel of the Agent as well as the reasonable fees
and out-of-pocket expenses of additional special counsel,
independent public accountants, investment advisors and other
outside experts retained by or on behalf of the Agent in
connection with the administration of this Agreement or with
matters generally relating
to this Agreement or any of the transactions contemplated by
this Agreement, and all costs and expenses (including, without
limitation, reasonable attorneys' fees and expenses or (but not
as well as) the reasonable allocated costs of staff counsel, if
any) incurred by the Agent or any Lender in connection with the
enforcement of this Agreement, any other Basic Agreement or any
other agreement furnished pursuant hereto or thereto or in
connection herewith or therewith.  In addition, the Borrower
shall pay any and all stamp, original issue and other similar
taxes payable or determined to be payable in connection with
the execution and delivery of this Agreement, any Basic
Agreement or the making of any Loan, and the Borrower agrees to
save and hold the Agent, the Co-Agents and each Lender harmless
from and against any and all liabilities with respect to or
resulting from any delay
in paying, or omission to pay, such taxes.  Expenses being
reimbursed by the Borrower under this Section include, without
limitation, the cost and expense of obtaining an appraisal of
each parcel of real property or interest in real property
described in the Mortgages, which appraisals shall be in
conformity with the
applicable requirements of any law or governmental rule,
regulation, policy, guideline or directive (whether or not
having the force of law), or any interpretation thereof,
including, without limitation, the provisions of Title XI of
the Financial Institutions Reform, Recovery and Enforcement Act
of 1989, as amended, reformed or otherwise modified from time
to time, and any rules promulgated to implement such
provisions.  Any portion of the
foregoing fees, costs and expenses which remains unpaid more
than thirty (30) days following the Agent's or any Lender's
statement and request for payment thereof shall bear interest
from the date of such statement and request to the date of
payment at the Default
Rate.

          Section 9.6    Indemnification.  The Borrower will
(a) indemnify and hold harmless each Lender, each Co-Agent and
the Agent and each director, officer, employee, agent or
attorney and Affiliate thereof (each such Person an
("Indemnified Party") from and against all losses, claims,
damages, expenses or liabilities to
which such Indemnified Party may become subject, insofar as
such losses, claims, damages, expenses or liabilities (or
actions, suits
or proceedings including any inquiry or investigation or claims
in respect thereof) arise out of, in any way relate to, or
result from
the transactions contemplated by any Basic Agreement or the use
by the Borrower of the proceeds of any Loan, and (b) reimburse
each Indemnified Party upon their demand, for any reasonable
legal or other expenses (including (but not as well as) the
reasonable allocated costs of staff counsel) incurred in
connection with investigating, preparing to defend or defending
any such loss, claim, damage, liability, action or claim;
provided, however, that no such Person shall have the right to
be so indemnified hereunder for its own gross negligence or
willful misconduct or bad faith as finally determined by a
court of competent jurisdiction after all appeals and the
expiration of time to appeal.  If any action, suit or
proceeding arising from any of the foregoing is brought against
the Agent, any Co-Agent, any Lender or any other Person
indemnified
or intended to be indemnified pursuant to this Section 9.6, the
Borrower will, if requested by the Agent, any Co-Agent, any
Lender or any such indemnified Person, resist and defend such
action, suit
or proceeding or cause the same to be resisted and defended by
counsel reasonably satisfactory to the Person or Persons
indemnified or intended to be indemnified.  Each Indemnified
Party shall, unless the Agent, a Lender or other Indemnified
Party has made the request described in the preceding sentence
and such request has been complied with, have the right to
employ its own counsel (or (but not as well as) staff counsel)
to investigate and control the defense of any matter covered by
such indemnity and the
reasonable fees and expenses of such counsel shall be at the
expense of the indemnifying party.  The obligations of the
Borrower
under this Section 9.6, under Sections 2.12(h) and (i) and
under Section 2.13 shall survive the termination of this
Agreement and the discharge of the Borrower's other obligations
hereunder and under the Obligations.

          Excluding any liability arising out of the gross
negligence or willful misconduct of any Indemnified Party, the
Borrower further agrees to indemnify and hold each Indemnified
Party harmless from all loss, cost (including reasonable
attorneys'
fees), liability and damage whatsoever incurred by any
Indemnified Party by reason of any violation of any
Environmental Laws or Environmental Permits or for the Release
or threatened Release of any Contaminant into the environment
for which the Borrower or any of its Subsidiaries has any
liability or which occurs upon the Mortgaged Property or which
is related to any property currently or
formerly owned, leased or operated by or on behalf of the
Borrower or any of its Subsidiaries, or by reason of the
imposition of any Environmental Lien or which occurs by a
breach of any of the representations, warranties or covenants
relating to environmental matters contained herein, including,
without limitation, by reason of any matters disclosed in
Schedule 4.21, provided that, with respect to any liabilities
arising from acts or failure to act for which the Borrower or
any of its Subsidiaries is strictly liable under any
Environmental Law or Environmental Permit, the Borrower's
obligation to each Indemnified Party under this indemnity shall
likewise be without regard to fault on the part of the Borrower
or any such Subsidiary.  If the Borrower shall fail to do any
act or thing which it has covenanted to do hereunder or any
representation
or warranty on the part of the Borrower or any Subsidiary
contained
herein or in any other Loan Document shall be breached, the
Agent may (but shall not be obligated to), after requesting the
Borrower to do such act or thing and the failure by the
Borrower to immediately undertake such action to the
satisfaction of the Agent,
do the same or cause it to be done or remedy any such breach,
and may expend its funds for such purpose, and will use its
best efforts to give prompt written notice to the Borrower that
it proposes to take such action.  Any and all amounts so
expended by the Agent shall be repaid to it by the Borrower
promptly upon the Agent's demand therefor, with interest at the
Default Rate in effect from time to time during the period
including the date so expended by the Agent to the date of
repayment.  The obligations of
the Borrower under this Section 9.6 shall survive the
termination of this Agreement and the discharge of the
Borrower's other Obligations hereunder.

          Section 9.7    Special Expenditures.  If the Borrower
shall fail to do any act or thing which it has covenanted to do
hereunder or under any other Basic Agreement or any
representation or warranty on the part of the Borrower
contained herein or therein
shall be breached, the Agent  may (but shall not be obligated
to) do the same or cause it to be done or remedy any such
breach, and may expend its funds for such purpose, and will use
its best efforts to give prompt written notice to the Borrower
that it proposes to take such action.  Any and all amounts so
expended by the Agent shall be repayable to it by the Borrower
promptly upon the Agent's demand therefor, with interest at the
Default Rate in effect from time to time during the period from
the date so expended by the Agent to the date of repayment.

          Section 9.8    Confirmations.  Each of the Borrower
and each holder of any Obligation agree from time to time, upon
written
request received by it from the other, to confirm to the other
in writing (with a copy of each such confirmation to the Agent)
the aggregate unpaid principal amount of the Loans then
outstanding in respect of such Obligation; each such holder
agrees from time to time, upon written request received by it
from the Borrower, to
make the relevant internal records of such holder maintained by
it with respect to such Obligation available for reasonable
inspection
by the Borrower at the office of such holder.
          Section 9.9    Adjustment.

          (a) If at any time any Revolving Lender, Supplemental
Revolving Lender, Term Lender, Additional Lender,  D Tranche
Lender
or E Tranche Lender (a "Benefitted Lender") shall receive any
payment (other than (i) a payment received by the Swing Line
Lender
in respect of any Swing Line Loan in which no Revolving Lenders
have purchased a participation pursuant to Section 2.11(d) and
(ii)
non-pro rata payments to any Term Lender, Additional Lender, D
Tranche Lender or E Tranche Lender solely as the result of
Waived Proceeds being retained by the Borrower pursuant to
Section 3.6(f))
of all or part of any of its Loans, or interest thereon,
including as the result of Section 9.10, in a greater
proportion relative to such Lender's Revolving Loan Pro Rata
Share, Supplemental Revolving
Loan Pro Rata Share, Term Loan Pro Rata Share, Additional Term
Loan
Pro Rata Share, D Tranche Term Loan Pro Rata Share or E Tranche
Term Loan Pro Rata Share, as applicable, than any such payment
to any other Revolving Lender, Supplemental Revolving Lender,
Term Lender, Additional Lender, D Tranche Lender or E Tranche
Lender in respect of such other Lender's Revolving Loan Pro
Rata Share, Supplemental Revolving Loan Pro Rata Share, Term
Loan Pro Rata Share, Additional Term Loan Pro Rata Share, D
Tranche Term Loan Pro
Rata Share or E Tranche Term Loan Pro Rata Share, as
applicable, or
interest thereon, such Benefitted Lender shall purchase for
cash from the other Revolving Lenders, Supplemental Revolving
Lenders, Term Lenders, Additional Lenders, D Tranche Lenders or
E Tranche Lenders, as the case may be, such portion of each
such other Lender's Loans as shall be necessary to cause such
Benefitted Lender to share the excess payment ratably with each
of the Revolving Lenders, Supplemental Revolving Lenders, Term
Lenders, Additional Lenders, D Tranche Lenders or E Tranche
Lenders, as the case may be; provided, however, that if all or
any portion of such excess payment or benefits is thereafter
recovered from such Benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the
extent of such recovery, but without interest.  The Borrower
agrees that each Lender so purchasing a portion of another
Lender's Loans may exercise all rights of payment (including,
without limitation, rights of set-off) with respect to such
portion as fully as if such
Lender were the direct holder of such portion.

          (b)  If any Lender (a "Collateral Benefitted Lender")
shall at any time receive any collateral in respect of its
Loans (whether voluntary or involuntary, by set-off, pursuant
to events or proceedings of the nature referred to in Section
7.1(e) or 7.1(f) hereof, or otherwise) in a greater proportion
than any such collateral received by any other Lender in
respect of such other Lender's Loans, such Collateral
Benefitted Lender shall provide such other Lenders with the
benefits of any such collateral as shall be necessary to cause
such Collateral Benefitted Lender to share the benefits of such
collateral ratably with each of the Lenders; provided, however,
that if all or any portion of such benefits is thereafter
recovered from such Collateral Benefitted
Lender, such benefits shall be returned to the extent of such
recovery but without interest.
          Section 9.10   Right of Setoff.  (a) In addition to
any rights and remedies of the Lenders provided by law, each
Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the
Borrower, upon the occurrence and during the continuance of an
Event of Default, to setoff and apply against any Indebtedness,
whether matured or unmatured, of the Borrower to such Lender,
any amount owing from such Lender to the Borrower, at or at any
time after, the occurrence of such Event of Default, and the
aforesaid right of setoff may be exercised by such Lender
against the Borrower or against any trustee in bankruptcy,
debtor in possession, assignee for the benefit of creditors,
receivers, or execution, judgment or attachment creditor of the
Borrower, or against anyone else claiming through or against,
the Borrower or such trustee in bankruptcy, debtor in
possession, assignee for the benefit of creditors, receivers,
or execution, judgment or attachment creditor, notwithstanding
the fact that such right of setoff shall not have been
exercised by such Lender prior to the making, filing or
issuance, or service upon such Lender of, or of notice of, any
such petition, assignment for the benefit of creditors,
appointment
or application for the appointment of a receiver, or issuance
of execution, subpoena, order or warrant.  Each Lender agrees
promptly
to notify the Borrower and the Agent after any such setoff and
application made by such Lender, provided that the failure to
give such notice shall not affect the validity of such setoff
and application.

          (b)  The Borrower expressly agrees that to the extent
the
Borrower makes a payment or payments and such payment or
payments, or any part thereof, are subsequently invalidated,
declared to be fraudulent or preferential, set aside or are
required to be repaid to a trustee, receiver, or any other
party under any bankruptcy act, state or federal law, common
law or equitable cause, then to the extent of such payment or
repayment, the Indebtedness to the Lenders or part thereof
intended to be satisfied shall be revived and continued in full
force and effect as if said payment or payments had not been
made.

        Section 9.11   Execution in Counterparts.  This
Agreement
may be executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which counter
parts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall
constitute but one and the same Agreement.

          Section 9.12   Binding Effect; Assignment.
                               
          (a)  This Agreement shall be binding upon, and inure
to the benefit of, the Borrower, the Agent and the Lenders and
their respective successors and assigns upon the execution by
the Borrower, the Agent, the Required Lenders (as defined in
the Existing Credit Agreement), the Majority Revolving Lenders
(as defined in the Existing Credit Agreement), the Majority
Term Lenders (as defined in the Existing Credit Agreement), the
Majority
Additional Term Lenders (as defined in the Existing Credit
Agreement), the Majority Supplemental Revolving Lenders (as
defined
in the Existing Credit Agreement), the Majority D Tranche Term
Lenders and each E Tranche Lender; provided, however, that the
Borrower may not assign its rights or obligations hereunder or
in connection herewith or any interest herein (voluntarily, by
operation of law or otherwise) without the prior written
consent of
the Lenders.

          (b)  Any Lender may make, carry or transfer Loans at,
to or for the account of, any of its branch offices or the
office of an Affiliate of such Lender.

          (c)  Each Lender may at any time sell to one or more
banks or other entities ("Participants") participating
interests in
all or any portion of its Commitment and related outstanding
obligations of such Lender hereunder (in respect of any Lender,
its
"Credit Exposure"); provided, however, that in the case of a
Revolving Lender, it sells it Credit Exposure ratably between
its Revolving Loan Commitment and its participation interest in
the Florence Letters of Credit.  In the event of any such sale
by a Lender of participating interests to a Participant, such
Lender's obligations under this Agreement shall remain
unchanged, such Lender shall remain solely responsible for the
performance thereof,
and the Borrower and the Agent shall continue to deal solely
and
directly with such Lender in connection with such Lender's
rights and obligations under this Agreement.  The Borrower
agrees that if amounts outstanding under this Agreement or any
of the Loan Documents are due or unpaid, or shall have been
declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall be
deemed to have the right of setoff in respect of its
participating interest in amounts owing under
this Agreement and the Loan Documents to the same extent as if
the amount of its participating interest were owing directly to
it as a Lender under this Agreement or any other Loan Document,
provided that such right of set-off shall be subject to the
obligation of such Participant to share with the Lenders, and
the Lenders agree to share with such Participant, as provided
in Section 9.9.  The Borrower also agrees that each Participant
shall be entitled to the
benefits of Sections 2.13 and 2.16 with respect to its
participation in the Loans and Letters of Credit outstanding
from time to time, provided that such Participant's benefits
under Sections 2.13 and 2.16 shall be limited to the benefits
that the
Lender granting the participation would be entitled to
thereunder with respect to the Credit Exposure so participated.
Each Lender agrees that any agreement between such Lender and
any such Participant in respect of such participating interest
shall not restrict such Lender's right to approve or agree to
any amendment, supplement, modification or waiver to this
Agreement or any of the Loan Documents except for any
amendment, supplement, modification or waiver which reduces the
rate or amount of principal, interest or fees payable by the
Borrower, extends the Term Loan Maturity Date, the Revolver
Termination Date, the Additional Term Loan Maturity Date, the
Supplemental Revolver Termination Date, the D Tranche Term Loan
Maturity Date, the E Tranche Term Loan Maturity Date or the
scheduled date for any payment of interest (but only if
such Participant is participating in the Term Loan, the
Additional Term Loan, the Revolving Loan, the Supplemental
Revolving Loan, the D Tranche Term Loan or the E Tranche Term
Loan, as applicable, affected thereby), or release all or
substantially all of the Collateral and Mortgaged Property
(other than when Substitute Collateral is provided and other
than in accordance with Section
9.13) or release or terminate all or substantially all of the
Subsidiary Guarantees.

          (d)  Any Lender may at any time assign to one or more
banks or other entities, including an Affiliate thereof (each
an "Assignee"), all or any part of its Credit Exposure pursuant
to an Assignment Agreement (an "Assignment Agreement") in
substantially the form of Exhibit 9.12(d) hereto, provided that
(i) in the case of a Revolving Lender, it assigns its Credit
Exposure ratably between its Revolving Loan Commitment and its
participation interest in the Florence Letters of Credit, (ii)
any assignment by a Revolving Lender of all or any portion of
its Revolving Loan Commitment shall require the prior written
consent of each Facing Agent which has issued a Letter of
Credit that remains outstanding
at such time (with the consent of such Facing Agent not to be
unreasonably withheld),  (iii) at no time shall any Revolving
Lender or Supplemental Revolving Lender assign any portion of
its Revolving Loan Commitment or Supplemental Revolving Loan
Commitment
if after giving effect to such assignment the transferor
Lender's or the Assignee's aggregate amount of Revolving Loan
Commitment and
Supplemental Revolving Loan Commitment, on a combined basis,
shall be less than $15,000,000 (the "Revolving Minimum Amount")
(except (A) with respect to an assignment of all of such
Lender's Revolving
Loan Commitment and/or Supplemental Revolving Loan Commitment
and (B) in the event that the Revolving Loan Commitments and
Supplemental Revolving Loan Commitments have been terminated,
then the Revolving Minimum Amount shall refer to such
transferor Lender's (1) Revolving Loan Pro Rata Share of the
aggregate principal amount of Revolving Loans and Swing Line
Loans outstanding and the aggregate L/C Obligations and
Florence L/C Obligations outstanding and (2) Supplemental
Revolving Loan Pro Rata Share of the aggregate principal
amount of Supplemental Revolving Loans outstanding), provided
that (I) all Affiliates of any transferor Lender or any
Assignee shall be included in the determination of whether
such transferor Lender or such Assignee satisfies the
Revolving Minimum Amount and (II) the Revolving Minimum Amount
shall automatically reduce pro rata based on any reduction in
(x) the Total Revolving Loan Commitments and Total
Supplemental Revolving Loan Commitments or (y) if the Total
Revolving Loan Commitments and Total Supplemental Revolving
Loan Commitments have been terminated, the aggregate principal
amount of
Revolving Loans, Supplemental Revolving Loans and Swing Line
Loans outstanding and the aggregate L/C Obligations and
Florence L/C Obligations outstanding, (iv) at no time shall
any Term Lender assign any portion of its Term Loan if after
giving effect to such assignment the transferor Lender's or
the Assignee's principal amount of the Term Loan shall be less
than $7,500,000 (the "Term Minimum Amount") (except with
respect to an assignment of all of such Term Lender's Term
Loan), provided that (A) the Term Minimum Amount shall
automatically reduce pro rata based on any reduction in the
aggregate principal amount of the Term Loan outstanding and
(B) all Affiliates of any transferor Lender or any Assignee
shall be included in the determination of whether such
transferor Lender or such Assignee satisfies the Term Minimum
Amount but in no event shall any single Lender's or
Affiliate's principal amount of the Term Loan be less than
$2,500,000 (with such amount reducing pro rata based on any
reduction in the aggregate outstanding principal amount of the
Term Loan), (v) at no time shall any Additional Lender assign
any portion of its Additional Term Loan if after giving effect
to such assignment the transferor Lender's or the Assignee's
principal amount of the Additional Term Loan shall be less
than $5,000,000 (the "Additional Term Minimum Amount") (except
with respect to an assignment of all of such Lender's
Additional Term Loan), provided that (A) the Additional Term
Minimum Amount shall automatically reduce pro rata based on
any reduction in the aggregate principal amount of the
Additional Term Loan outstanding
and (B) all Affiliates of any transferor Lender or any
Assignee shall be included in the determination of whether
such transferor Lender or such Assignee satisfies the
Additional Term Minimum Amount but in no event shall any
single Lender's or Affiliate's principal amount of the
Additional Term Loan be less than $2,500,000 (with such amount
reducing pro rata based on any reduction in the aggregate
outstanding principal amount of the Additional Term Loan),
(vi) at no time shall any D Tranche Lender assign any portion
of its D Tranche Term Loan if after giving effect to such
assignment the transferor Lender's or the Assignee's
principal amount of the D Tranche Term Loan shall be less than
$5,000,000 (the "D Tranche Term Minimum Amount") (except with
respect to an assignment of all of such Lender's D Tranche
Term Loan), provided that (A) the D Tranche Term Minimum
Amount shall automatically reduce pro rata based on any
reduction in the aggregate principal amount of the D Tranche
Term Loan
outstanding and (B) all Affiliates of any transferor Lender or
any Assignee shall be included in the determination of whether
such transferor Lender or such Assignee satisfies the D
Tranche Term Minimum Amount
but in no event shall any single Lender's or Affiliate's
principal amount of the D Tranche Term Loan be less than
$2,500,000 (with such amount reducing pro rata based on any
reduction in the aggregate outstanding principal amount of the
D Tranche Term Loan),
(vii) at no time shall any E Tranche Lender assign any portion
of its E Tranche Term Loan if after giving effect to such
assignment the transferor Lender's or the Assignee's principal
amount of the E Tranche Term Loan shall be less than
$5,000,000 (the "E Tranche Term Minimum Amount") (except with
respect to an assignment of all of such Lender's E Tranche
Term Loan), provided that (A) the E Tranche Term Minimum
Amount shall automatically reduce pro rata based on any
reduction in the aggregate principal amount of the E Tranche
Term Loan outstanding and (B) all Affiliates of any transferor
Lender or any Assignee shall be included in the determination
of whether such transferor Lender or such Assignee satisfies
the E Tranche Term Minimum Amount but in no event shall any
single Lender's or Affiliate's principal amount of the
E Tranche Term Loan be less than $2,500,000 (with such amount
reducing pro rata based on any reduction in the aggregate
outstanding principal amount of the D Tranche Term Loan),
(viii) any assignment shall require the prior written consent
of the Agent, which consent shall not be unreasonably
withheld, and (ix) any assignment to an Assignee other than
another Lender, or an Affiliate of the assigning Lender or
another Lender, shall require the prior written consent of the
Borrower (with the consent of the Borrower not to be
unreasonably withheld). Notwithstanding the foregoing
limitations with respect to the Term Minimum Amount,
Additional Term Minimum Amount, D Tranche Term Minimum Amount
and E Tranche Term Minimum Amount, any Term Lender, Additional
Lender, D Tranche Lender or E Tranche Lender may assign any
portion of its Term Loan, Additional Term Loan, D Tranche Term
Loan or E Tranche Term Loan below the Term Minimum Amount,
Additional Term Minimum Amount, D Tranche Term Minimum Amount
or E Tranche Term Minimum Amount, respectively, if after
giving effect to such assignment, such transferor Lender's and
the Assignee's aggregate principal amount of the Term Loan,
Additional Term Loan, D Tranche Term Loan and E Tranche Term
Loan is at least $15,000,000 (the "Aggregate
Term Minimum"), provided that all Affiliates of any transferor
Lender or any Assignee shall be included in the determination
of whether such transferor Lender or such Assignee satisfies
the Aggregate Term Minimum.  Upon execution of an Assignment
Agreement and the payment of a nonrefundable assignment fee of
$3,500 in immediately available funds to the Agent at its
Payment Office in connection with each such assignment, each
Assignee shall become a party to this Agreement as a Lender
and the Assignee shall have, to
the extent of such assignment, the same rights and benefits as
it would have if it were a Lender hereunder and the holder of
the Obligations and, if the Assignee has expressly assumed,
for the benefit of the Borrower, some or all of the transferor
Lender's obligations hereunder, such transferor Lender shall
be relieved of its obligations hereunder to the extent of such
assignment and assumption.  Such Assignment Agreement shall be
deemed to amend this Agreement and Schedule 1.1(a) hereto to
the extent, and only to the extent, necessary to reflect the
addition of such Assignee as a Lender and the resulting
adjustment of all or a portion of the
rights and obligations of such transferor Lender under this
Agreement (including its Revolving Loan Commitment,
Supplemental
Revolving Loan Commitment, Term Loan Commitment, Additional
Term Loan Commitment, D Tranche Term Loan Commitment and/or E
Tranche Term Loan Commitment), the Maximum Commitments, the
determination of Revolving Loan Pro Rata Share, Supplemental
Revolving Loan Pro Rata Share, Term Loan Pro Rata Share,
Additional Term Loan Pro Rata
Share, D Tranche Term Loan Pro Rata Share or E Tranche Term
Loan Pro Rata Share (rounded to twelve decimal places), the
Loans and any outstanding Letters of Credit and new Notes
shall be issued, at
the Borrower's expense, to such Assignee and to the assigning
Lender upon the request of such Assignee or such assigning
Lender, such new Notes to be in conformity with the
requirements of Section
2.2 (with the appropriate modifications) to the extent needed
to reflect the revised Commitment of the Assignee and the
assigning Lender.

          (e)  For so long as any Lender shall be in default
of its
obligation to fund its Revolving Loan Pro Rata Share of any
Revolving Loan, to fund its Supplemental Revolving Loan Pro
Rata Share of any Supplemental Revolving Loan, to reimburse
the Facing Agent for any drawings under any Letters of Credit
or to fund its participation in any Swing Line Loan, (i) no
Revolving Loan Commitment Fees or Supplemental Revolving Loan
Commitment Fees shall be accrued by or paid to such Lender and
(ii) for purposes of
the definition of "Required Lenders," such Lender shall be
deemed not to have any Loans or Revolving Loan Commitment or
Supplemental Revolving Loan Commitment outstanding.

          (f)  Notwithstanding any other provision set forth
in this Agreement, any Lender may at any time pledge or create
a security interest in all or any portion of its rights under
this Agreement and the other Loan Documents (including,
without limitation, the Notes held by it) in favor of any
Federal Reserve Bank in accordance with Regulation A of the
Federal Reserve Board without notice to or consent of the
Borrower and no such pledge or assignment shall release the
transferor Lender from its obligations
hereunder.

          (g)  A Lender may furnish any information concerning
the
Borrower or any of its Subsidiaries in the possession of such
Lender from time to time to Lenders, Assignees and
Participants (including prospective Assignees and
Participants), provided that with respect to any such
information which has been identified or designated by the
Borrower as confidential and which has not previously been
made public, any such Assignee or Participant shall
have agreed to hold such information in confidence and not to
disclose such information (subject to the exceptions specified
in Section 5.1.6 hereof) and any prospective Assignee or
Participant shall have agreed to return such information which
is in written form to the Borrower or otherwise destroy such
information if it does not become an actual Assignee or
Participant.

          (h)  Any Lender that is not a citizen or resident of
the United States of America, a corporation, partnership or
other entity created or organized in or under the laws of the
United States of America, or an estate or trust the income of
which is subject to United States federal income taxation
regardless of the source of its income (a "Non-U.S. Lender")
and
that could become completely exempt from withholding of any
Taxes in respect of payment of any obligations due to such Non
U.S. Lender with respect
to the Term Loan, Additional Term Loan, D Tranche Term Loan or
E Tranche Term Loan if the applicable Notes were in registered
form for United States federal income tax purposes may request
the Borrower (through the Agent), and the Borrower agrees
thereupon, to
exchange any promissory note(s) evidencing the Term Loan,
Additional Term Loan, D Tranche Term Loan or E Tranche Term
Loan for promissory note(s) registered as provided in this
Section 9.12(h) below (each, a "Registered Note").  A
Registered Note shall
be substantially in the form of Exhibit 2.2(a) except that it
shall
be made payable to such Non-U.S. Lender or registered assigns.
Registered Notes shall be deemed to be and shall be Term
Notes, Additional Term Notes, D Tranche Term Notes or E
Tranche Term Notes
for all purposes of this Agreement.  Registered Notes may not
be exchanged for promissory notes that are not Registered
Notes. Each Non-U.S. Lender holding a Registered Note (a
"Registered Noteholder") shall comply with the requirements of
Section 3.11(c).
The Agent shall maintain a register (the "Register") on which
it shall enter the names of the registered owners of the Term
Loan, Additional Term Loan, D Tranche Term Loan or E Tranche
Term Loan evidenced by Registered Notes.  The Agent, acting as
an agent of the Borrower solely with respect to the
maintenance of the Register, shall incur no liabilities with
respect to its maintenance of the Register and recordation of
the information therein.  The entries in the Register shall be
conclusive, in the absence of manifest error, and the Borrower
and the Agent shall treat each Term Lender, Additional Lender,
D Tranche Lender and E Tranche Lender in whose name a Term
Loan, Additional Term Loan, D Tranche Term Loan or E Tranche
Term Loan and the Registered Note evidencing the same is
registered as the owner thereof for all purposes of this
Agreement, notwithstanding notice to the contrary.
No assignment of a Registered Note and the Term Loan,
Additional Term Loan, D Tranche Term Loan or E Tranche Term
Loan evidenced thereby shall be effective unless the Agent has
recorded the appropriate Assignment Agreement in the Register
and such assignment otherwise complies with the requirements
of Section 9.12.  Any assignment or transfer of all or any
part of the Term Loan, Additional Term Loan, D Tranche Term
Loan or E Tranche Term
Loan and the Registered Note(s) evidencing the same shall be
registered on the Register only upon surrender for
registration of assignment or transfer of the Registered
Note(s) evidencing the Term Loan, Additional Term Loan, D
Tranche Term Loan or E Tranche Term Loan, duly endorsed by (or
accompanied by a written instrument
of assignment or transfer duly executed by) the Registered
Noteholder thereof, and thereupon one or more new Registered
Note(s) in the same aggregate principal amount shall be issued
to the designated assignee(s) or transferee(s).  The Register
shall be
available at the offices were kept by the Agent for inspection
by the Borrower and any Term Lender, Additional Lender, D
Tranche Lender or E Tranche Lender at any reasonable time upon
reasonable prior written notice to the Agent.

          Section 9.13   Release of Collateral.  The following
provisions shall govern the release of collateral granted by
the Borrower to the Agent pursuant to the Loan Documents.
          (a)  Upon termination of all Revolving Loan
Commitments,
     Supplemental Revolving Loan Commitments, the Swing Line
     Commitment, the L/C Agreement, the L/C Participation
     Agreements and the Florence Letters of Credit, and the
payment
    in full of all outstanding Revolving Loan Obligations,
     Supplemental Revolving Loan Obligations, Swing Line
     Obligations, L/C Obligations and Florence L/C Obligations
such
    that no such Commitments, Loan Documents or Obligations
remain
     outstanding, the Borrower shall be entitled to the
     release of the Collateral and Mortgaged Property set
     forth on Schedule 9.13(a) hereto from the Lien of the
     Loan Documents upon the request of the Borrower subject
     to the following terms and conditions: (i) the Agent
     shall have received a certificate from the Borrower's
     chief executive or chief financial
officer
     certifying that no Event of Default or Unmatured Event of
     Default has occurred and is continuing as of the date on
which
     the Agent proposes to release such Collateral and
     Mortgaged Property; and (ii) at the Borrower's cost and
     expense, the Agent shall have received from one or more
     independent third parties appraisals and/or valuations
     acceptable to, and in form, substance and using
     methodologies satisfactory to, the Required Lenders,
     demonstrating that, after giving effect to such release,
     the ratio of (A) the aggregate value of the remaining
     Collateral and Mortgaged Property, as such value
is
  determined by such independent third parties and acceptable
to
     the Required Lenders, to (B) the Obligations which remain
     outstanding under the Loan Documents is not less than
     2.50
to
     1.00.  The determination by the Required Lenders pursuant
     to the preceding sentence shall be made by those Term
     Lenders, Additional Lenders, D Tranche Lenders and E
     Tranche Lenders constituting the Required Lenders at such
     time.
     
          (b)  Upon receipt by the Borrower and the Agent of
     an officer's certificate and such other information
     delivered pursuant to Section 5.1.1(c), beginning with
     any such officer's certificate and information delivered
     after
December
  31, 1994, the Borrower shall be entitled to the release of
all
   of the Collateral and Mortgaged Property from the Lien of
the
     Loan Documents subject to the following terms and
     conditions: (i) the Agent shall have received a
     certificate from the Borrower's chief executive or chief
     financial officer certifying that no Event of Default or
     Unmatured Event of Default has occurred and is continuing
     as of the date on
which
   the Agent proposes to release the Collateral and Mortgaged
     Property; and (ii) the officer's certificate delivered
     pursuant to Section 5.1.1(c) satisfies the terms and
     conditions set forth on Schedule 1.1(b) hereto.
     
          (c)  The Borrower shall be entitled to the release
of
all
     or any portion of the Collateral and/or Mortgaged
     Property upon the request of the Borrower subject to the
     following terms and conditions: (i) the Agent shall have
     received a certificate from the Borrower's chief
     executive or chief financial officer certifying that no
     Event of Default or Unmatured Event of Default has
     occurred and is continuing as of the date on which the
     Agent proposes to release such Collateral and Mortgaged
     Property; (ii) prior to the release date of such
     Collateral and/or Mortgaged Property the
Borrower
     shall have furnished to the Agent for the benefit of the
     Lenders substitute collateral ("Substitute Collateral")
which
    (A) is acceptable to the Required Lenders and (B) has a
value
     as determined by the Required Lenders at least equal to
     the aggregate value of the Collateral and/or Mortgaged
     Property
to
     be released; and (iii) such Substitute Collateral shall
     be provided pursuant to documentation and legal opinions
     in
form
      and substance satisfactory to the Agent.  Any such
Substitute
     Collateral shall be deemed to have been granted in
     consideration of the release of such Collateral and/or
     Mortgaged Property.
     
          (d)  The Borrower shall be entitled to the release
of any
     portion of the Collateral and/or Mortgaged Property which
     is the subject of any sale, transfer or other disposition
     permitted by Section 5.2.12 upon the request of the
     Borrower subject to the following terms and conditions:
     (i) at least ten (10) Business Days prior to the release
     date of such Collateral and/or Mortgaged Property the
     Borrower shall have furnished to the Agent in writing a
     description of such Collateral and/or Mortgaged Property
     and the proposed terms
of
     the sale, transfer or other disposition thereof; (ii) the
     Agent shall have received a certificate from the
     Borrower's chief executive or chief financial officer
     certifying that
no
     Event of Default or Unmatured Event of Default has
     occurred and is continuing; and (iii) prior to or
     contemporaneously with such release, the Agent shall have
     received any
Material
     Sale Proceeds derived from such disposition in
     immediately available funds pursuant to the terms of
     Section 3.4(c) to
be
   applied as a prepayment of the Obligations in accordance
with
     Section 3.6(c), unless any such Material Sale Proceeds
     constitute Waived Proceeds pursuant to the terms of
     Section 3.6(f), together with a written accounting of all
     proceeds from such sale, transfer or other disposition
     and the determination of Material Sale Proceeds resulting
     therefrom, in form and substance reasonably satisfactory
     to the Agent; provided, however, that inventory pledged
     to the Agent pursuant to the Loan Documents may be sold
     or disposed of in the ordinary course of business free
     and clear of the Liens created thereby; and provided
     further, that immaterial portions of Collateral or
     Mortgaged Property may for
purposes
     of administrative practicality or legal requirements be
     released by the Agent pursuant to the provisions, if any,
     of the respective Security Agreements or Mortgages.
     
          (e)  Upon the satisfaction of the applicable
     conditions set forth in Section 9.13(a), (b) or (c), the
     Agent shall within thirty (30) days deliver to the
     Borrower all released Collateral and related documents
     then in the custody or possession of the Agent and shall
     prepare and execute
release
      documents relating to the Collateral and Mortgaged
Property to
   be released and shall execute and deliver to the Borrower
such
      other documents and instruments as the Borrower may
reasonably
     request, all without recourse upon, or warranty
whatsoever by,
    the Agent, and at the cost and expense of the Borrower.
                               
          (f)  The Borrower shall be entitled to the release
of any
      portion of the Mortgaged Property consisting of box
converting
     facilities which are used to collateralize Indebtedness
     for Money Borrowed incurred in accordance with Section
     5.2.2(x), upon the request of the Borrower subject to the
     following terms and conditions: (i) at least thirty (30)
     days (or such lesser number of days as to which the Agent
     may agree) prior to the release date of such Mortgaged
     Property the Agent
shall
     have received appraisals or other documentation of such
     Mortgaged Property which satisfy the terms and conditions
     of Section 5.2.2(x); (ii) the Agent shall have received a
     certificate from the Borrower's chief executive or chief
     financial officer certifying that no Event of Default or
     Unmatured Event of Default has occurred and is
     continuing; (iii) at least ten (10) Business Days (or
     such lesser number
       of days as to which the Agent may agree) prior to the
release
     date of such Mortgaged Property the Borrower shall have
     furnished to the Agent in writing a description of such
     Mortgaged Property, together with copies of all
documentation
     relating to such Indebtedness for Money Borrowed; and
(iv) the
     Agent shall have received such intercreditor agreements
     as specified in Section 5.2.2(x).
     
          (g)  If requested by the Borrower in connection with
        the incurrence by the Borrower or any Subsidiary of
        any
Financing
   Lease Obligations as permitted under Section 5.2.2(i), any
     Indebtedness for Money Borrowed in respect of the
     purchase price of property as permitted under Section
     5.2.2(k) or any lease payments as permitted under Section
     5.2.15,  the
Agent is authorized to execute and deliver any agreement or
other instrument in favor of, or with, any lender extending
any
such
   Indebtedness for Money Borrowed or lessor under any such
lease
     (a "Third Party Lender") which expressly waives,
     relinquishes and/or subordinates any Lien of the Agent
     for the benefit of the Lenders under any Loan Documents
     in or upon the asset(s) being acquired or leased by the
     Borrower or such Subsidiary from such Third Party Lender
     until such time as such Indebtedness for Money Borrowed
     or lease is paid in full,
with
      such agreement or instrument in form and substance
reasonably
     satisfactory to the Agent, and the Lenders hereby
     authorize the Agent to execute and deliver any such
     agreement or instrument.
     
          (h)  In addition to the foregoing, the Borrower
     shall be entitled to have the assets described in subpart
     (y) of the second sentence of Section 5.2.12 released
     from the Lien of the Loan Documents contemporaneously
     with their transfer to Stone Snowflake pursuant to, and
     in compliance with, the
terms
  of such Section.  The Lenders hereby authorize the Agent to
     release such Collateral at such time.
          Section 9.14   Consent to Jurisdiction.  THE
BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE
COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER BASIC AGREEMENT, AND THE BORROWER
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
UNITED STATES FEDERAL OR NEW YORK STATE COURT AND THE BORROWER
IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING
OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE
JURISDICTIONS.  AS A METHOD
OF SERVICE, THE BORROWER ALSO IRREVOCABLY CONSENTS TO THE
SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY COURT IN OR OF THE STATE OF NEW YORK
BY THE DELIVERY OF COPIES OF SUCH PROCESS TO THE BORROWER, AT
ITS ADDRESS SPECIFIED IN SECTION 9.4 HEREOF OR BY CERTIFIED
MAIL DIRECT TO SUCH ADDRESS.

          Section 9.15   Governing Law.  This Agreement shall
be deemed to be a contract made under the laws of the State of
New York, and for all purposes shall be construed in
accordance with the laws of said State, without regard to
principles of conflicts of law.  Nothing contained in this
Agreement and no action taken by
the Agent, any Co-Agent or any Lender pursuant hereto shall be
deemed to constitute the Agent, any Co-Agent or the Lenders a
partnership, an association, a joint venture or other entity.

        Section 9.16   Severability of Provisions.  Any
provision
of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without
invalidating
the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.

          Section 9.17   Headings.  The Table of Contents and
Article and Section headings used in this Agreement are for
convenience of reference only and shall not affect the
construction
of this Agreement.

          Section 9.18   Time.  Time shall be of the essence
of this Agreement.
          Section 9.19   Further Assurances.  The Borrower
agrees to do such further acts and things and to execute and
deliver to the Agent such additional assignments, agreements,
powers and instruments as the Agent may reasonably require or
deem advisable to carry into effect the purposes of this
Agreement or to better assure and confirm unto the Agent and
the Lenders, their respective
rights, powers and remedies hereunder.

          Section 9.20   Florida Real Property.  The parties
hereto
hereby acknowledge that the Revolving Loans, Supplemental
Revolving
Loans and Swing Line Loans are secured by real and personal
property located both inside and outside the State of Florida
and hereby agree that for purposes of calculating intangible
taxes due under Section 199.133, Florida Statutes, the first
amounts advanced
as Revolving Loans, Supplemental Revolving Loans and Swing
Line Loans shall be deemed to be the portion allocable to the
Collateral
and Mortgaged Property consisting of real property located in
the State of Florida, and such portion allocable to such
Collateral and
Mortgaged Property shall also be deemed to be the last to be
repaid
under the terms hereof.  Nothing herein shall limit the
Agent's or any Lender's right to recover or realize from the
Collateral or Mortgaged Property located in the State of
Florida amounts in excess of that allocated to the Revolving
Loans, Supplemental Revolving Loans and Swing Line Loans or to
apply amounts so recovered or realized against the Obligations
in such order as required pursuant to the Loan Documents.
          Section 9.21   Effect of Restatement.  This
Agreement shall, except as otherwise expressly set forth
herein, supersede the Existing Credit Agreement from and after
the Restatement Date with respect to the transactions
hereunder and with respect to the Loans and Letters of Credit
outstanding under the Existing Credit Agreement as of
Restatement Date.  The parties hereto acknowledge and agree,
however, that (i) this Agreement and all other Loan Documents
executed and delivered herewith do not constitute a novation,
payment and reborrowing or termination of the Obligations
under the Existing Credit Agreement and the other Loan
Documents as
in effect prior to the Restatement Date, (ii) such Obligations
are in all respects continuing with only the terms being
modified as provided in this Agreement and the other Loan
Documents, (iii) the liens and security interests in favor of
the Agent for the benefit of the Lenders securing payment of
such Obligations are in all respects continuing and in full
force and effect with respect to all Obligations and (iv) all
references in the other Loan Documents
to this Agreement shall be deemed to refer without further

amendment to this Agreement.

                  [signature pages to follow]
                               
          IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their respective
officers thereunto duly authorized as of the date first
above written.
                              STONE CONTAINER CORPORATION

                              By:

                           Name:

                          Title:

                             

                             

                             

                             

                             

                             

                             

                             

                              Address:

                              Stone Container Corporation
                              150 North Michigan Avenue
                              Chicago, Illinois  60601
                              Attn: Randolph C. Read
                                    Senior Vice President,
                                    Chief Financial and
                                    Planning Officer
                              Tel. No.:  (312) 580-4604
Telecopier No.: (312) 580-7040 BANKERS TRUST COMPANY, in
its
                              individual capacity and as
                              Agent By:
                              
                           Name:
                             
                              Title:


                              Address:


                              Bankers Trust Company
                              233 South Wacker Drive
                              Suite 8400
                              Chicago, IL 60606
                              Attention:  Loretta L.
                                          Summers Vice-
                                          President
                              Tel. No.:  (312) 993-8006
                              Telex No.:  210106
                              (Answerback:  BTCI UR)
Telecopier No.:  (312) 993-8218

                              With a copy to:

                              Winston & Strawn
                              35 West Wacker Drive
                              Chicago, Illinois 60601
Attention:

                              Brian S. Hart, Esq. Tel. No.:
(312)

                              558-5600 Telecopier No.:  (312)
558

                             5700
                               
                               

                     DEFINITIONAL APPENDIX
                              TO
                       CREDIT AGREEMENT
                               
                               
          As used in this Agreement, unless the context
requires a different meaning, the following terms have the
meanings indicated:
          "Abitibi Sale/Monetization" means any transaction or
series of related transactions whereby the Borrower or any
Subsidiary (i) issues or otherwise sells any security,
instrument or other right that is convertible into,
exchangeable for or otherwise entitled to receive at any time
any Abitibi Shares, or (ii) sells or otherwise disposes of
(including through any secondary public offering) any Abitibi
Shares.
          "Abitibi Shares" means any shares of capital stock of
SCC owned by the Borrower or any Subsidiary.
          "Abitibi 25% Portion" is defined in Section 3.4(d).
          "Abitibi 75% Portion" means an aggregate amount equal
to 75% of the proceeds from (i) each issuance or sale by the
Borrower or any Subsidiary of any securities, instruments or
other rights that are convertible into, exchangeable for or
otherwise entitled to receive at any time any Abitibi Shares,
and (ii) the sale or other disposition (including any secondary
public offering) of any Abitibi Shares, in each case in
connection with any Abitibi Sale/Monetization net of income
taxes directly payable and any direct costs and expenses
incurred in connection with such Abitibi Sale/Monetization
(provided that such income taxes, costs and expenses
attributable to any subsequent conversion, exchange or other
receipt of Abitibi Shares shall not be deducted for purposes of
determining such net proceeds).
          "Accounts Receivable Financing Program" means a
program of sales of, or transfers of interests in, receivables
(whether characterized as sales or as non-recourse loans) and
related contract rights and other property (the "Receivables")
by the Borrower and its Participating Subsidiaries to StoneSub,
which shall finance such purchases through (i) sales or
transfers of Receivables or borrowings or other debt issuances
(which, except as
described in Exhibit 1.1(e) hereto, shall be non-recourse to
the
Borrower and its Subsidiaries other than StoneSub) from one or
more
limited purpose finance companies, investors participating in
an offering of debt securities, financial institutions or other
Persons not affiliated with the Borrower or through one or more
trusts originated by StoneSub (individually and collectively,
the "Issuer"), (ii) capital contributions from the Borrower,
(iii) subordinated loans from the Borrower and its applicable
Participating Subsidiaries and (iv) collections from previously
purchased Receivables.  Each separate financing arrangement
within the Accounts Receivable Financing Program is referred to
as a
"Receivables Financing."  All Receivables Financings which are
in existence at any time shall together not permit StoneSub to
incur more than, subject to the third proviso of the
penultimate sentence
of Section 5.2.13, $500 million of Indebtedness for Money
Borrowed
from the Issuer at any one time outstanding (and, in the event
that
the Accounts Receivable Financing Program includes Canadian
dollar Receivables of Canadian Subsidiaries, without giving
effect to increases in such amount after the date of the
incurrence of such Indebtedness for Money Borrowed, or portion
thereof, solely as the result of subsequent fluctuations in
the exchange rate between United States Dollars and Canadian
dollars) and shall be on terms (considered as a whole) not
materially more onerous to the Borrower
and the Lenders than those of Receivables Financings in
existence on the date hereof.  The Lenders hereby acknowledge
and agree that any Receivables Financing purported to be
structured as a sale of Receivables to StoneSub by the
Borrower or a Participating Subsidiary and as to which the
Borrower has received an opinion of counsel as to the sale
nature thereof shall constitute a sale of such Receivables and
not a loan from StoneSub secured by such Receivables.  Nothing
herein shall prevent the Borrower from alternatively
structuring a Receivables Financing as the sale of Receivables
by StoneSub to the Issuer, provided that any such Receivables
Financing shall be subject to clause (iii) of the last
sentence of Section 5.2.2(p) for all purposes of this
Agreement.

          "Acquisition" is defined in Section 5.2.9.
                               
          "Acquiring Person" means any person or group (as
defined in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated
thereunder as in
effect on the date of this Agreement (the "Exchange Act")) who
or which, together with all affiliates and associates (as
defined in Rule 12b-2 under the Exchange Act) becomes the
beneficial owner of shares of the Borrower having more than
50% of the total number of votes that may be cast for the
election of directors of the Borrower; provided, however, an
Acquiring Person shall not include (i) the Borrower, (ii) any
Subsidiary of the Borrower, (iii) any employee benefit plan of
the Borrower or any Subsidiary of the Borrower or any entity
holding common stock of the Borrower for or pursuant to the
terms of any such plan, (iv) any descendant of Joseph Stone or
the spouse of any such descendant, the estate of any such
descendant or the spouse of any such descendant, any trust
or other arrangement for the benefit of any such descendant or
the spouse of any such descendant or any charitable
organization established by any such descendant or the spouse
of any such descendant (collectively, the "Stone Family"), or
(v) any group which includes any member or members of the
Stone Family and a majority of the common stock held by such
group is beneficially owned by such member or members (such a
group is hereinafter referred to as a "Stone Group").
Notwithstanding the foregoing, no
Person shall become an Acquiring Person as the result of an
acquisition of common stock by the Borrower which, by reducing
the number of shares outstanding, increases the proportionate
number of
shares beneficially owned by such Person to more than 50% or
more of the common stock of the Borrower then outstanding;
provided, however, that if a Person shall become the
beneficial owner of more
than 50% or more of the common stock of the Borrower then
outstanding by reason of share purchases by the Borrower and
shall,
after such share purchases by the Borrower, become the
beneficial owner of any additional common stock of the
Borrower, then such Person shall be deemed to be an Acquiring
Person.

         "Additional Fees" is defined in Section 3.9.

          "Additional Lender" means, at any time, any Lender
which then has an Additional Term Loan Commitment or is owed
any portion of the Additional Term Loan.
          "Additional Term Loan" means, individually and
collectively, the loans made by each of the Additional Lenders
to the Borrower in accordance with Section 2.1(c), which
Additional Term Loan shall from time to time be comprised of
Prime Rate Loans
or Eurodollar Rate Loans or any combination of the foregoing.

          "Additional Term Loan Commitment" means, with
respect to each Additional Lender, the principal amount set
forth opposite such Additional Lender's name on Schedule
1.1(e) hereto under the caption "Amount of Additional Term
Loan Commitment."

          "Additional Term Loan Maturity Date" means October
1, 2003.

         "Additional Term Loan Obligations" means the
obligations
of the Borrower to repay the principal of, and pay the
interest on,
the Additional Term Loan pursuant to Section 2.2(d).

       "Additional Term Loan Pro Rata Share" means, with
respect
to any Additional Lender and any described aggregate or total
amount, the amount equal to the result obtained by multiplying
such
described aggregate or total amount by a fraction, the
numerator of
which shall be the portion of the Additional Term Loan made by
such
Lender and outstanding at the time and the denominator of
which shall be the aggregate amount of the Additional Term
Loan made by all of the Additional Lenders and outstanding at
the time.

          "Additional Term Note" is defined in Section 2.2(d).

        "Adjusted Working Capital" means the difference
between Consolidated Current Assets (excluding cash and
marketable securities) and Consolidated Current Liabilities.

          "Affiliate" means, with respect to any Person, any
other Person directly or indirectly controlling, controlled
by, or under common control with, such Person, whether through
the ownership of voting securities, by contract or otherwise.

          "Agent" is defined in the preamble to this
Agreement.

          "Agent's Administrative Fee" is defined in Section
3.10.

          "Agent's Fee" has the meaning assigned to that term
in the Original Credit Agreement.

          "Agreement" means this Amended and Restated Credit
Agreement, as the same may at any time be amended, restated,
supplemented or otherwise modified in accordance with the
terms hereof and in effect.
          "Agreement Accounting Principles" is defined in
Section

1.2.

          "Amendment Fee" is defined in Section 3.8.

          "Assets" is defined in Section 3.4(c).
             "Assignee" is defined in Section 9.12(d).
          "Assignment Agreement" is defined in Section 9.12(d).
          "Available Revolving Commitment" means, as to any
Revolving Lender at any time, an amount equal to the excess, if
any, of (i) such Lender's Revolving Loan Commitment over (ii)
the sum of (A) the aggregate principal amount then outstanding
of Revolving Loans made by such Lender and (B) such Lender's
Revolving
Loan Pro Rata Share of the L/C Obligations, Florence L/C
Obligations and Swing Line Loans then outstanding.

          "Available Supplemental Revolving Commitment" means,
as to any Supplemental Revolving Lender at any time, an amount
equal to the excess, if any, of (i) such Lender's Supplemental
Revolving Loan Commitment over (ii) the aggregate principal
amount then outstanding of Supplemental Revolving Loans made by
such Lender.

        "Balance Sheet" is defined in Section 4.11(a).
                               
          "Basic Agreements" means, collectively, the Loan
Documents, the Transaction Documents and all agreements
amending any of the foregoing agreements.

       "Benefitted Lender" is defined in Section 9.9(a).
                               
          "Board" means the Board of Governors of the Federal
Reserve System.

         "Borrower" is defined in the preamble to this
Agreement.

          "Borrowing" means the incurrence pursuant and subject
to Article II of this Agreement of one Type of Loan by the
Borrower from all of the Lenders having a Commitment for the
Type of Loan subject to the Borrowing on a pro rata basis on a
given date (or resulting from conversions on a given date),
having in the case of Eurodollar Rate Loans, the same Interest
Periods; provided, however, that Prime Rate Loans or Eurodollar
Rate Loans incurred pursuant to Section 2.13(b) shall be
considered part of any related
Borrowing of Eurodollar Rate Loans.

          "Borrowing Margins" and "Borrowing Margin" mean,
respectively, (i) the borrowing margins referred to in Sections
2.8(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l)
and (m), and (ii) any one of such borrowing margins.

          "BT" means Bankers Trust Company, a New York banking
corporation.

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

        "Canadian Credit Agreements" means the Canadian
Revolving
Credit Agreement and the Canadian Term Loan Agreement.

          "Canadian Revolving Credit Agreement" means that
certain Revolving Credit Agreement dated as of March 1, 1989,
as amended, by and among Stone-Canada, BT Bank of Canada, as
Administrative Agent, The Bank of Nova Scotia, as Payment
Agent, Bankers Trust Company, as Collateral Agent, and the
financial institutions signatory thereto.
          "Canadian Term Loan Agreement" means that certain
Credit Agreement dated as of March 1, 1989, as amended, by and
among Stone-Canada, BT, as agent, Citibank, N.A., Chemical Bank
(as successor to Manufacturers Hanover Trust Company) and The
First National Bank of Chicago, as co-agents, and the financial
institutions signatory thereto.
          "Capital Expenditures" means, without duplication,
with respect to the Borrower and any Subsidiary of the Borrower
(other than S-CC and its Subsidiaries),  any amounts expended
or incurred during or in respect of a period for any purchase,
exchange or other acquisition for value of any asset that is
classified on a consolidated balance sheet of the Borrower
prepared in accordance with generally accepted accounting
principles as a fixed or capital
asset; provided, however, that in no event shall Capital
Expenditures include amounts (i) expended in respect of
replacements and maintenance consistent with the business
practices
of the Borrower in respect of plant facilities, machinery,
fixtures
and other like capital assets utilized in the ordinary conduct
of business (to the extent such amounts are not capitalized in
preparing a consolidated balance sheet in accordance with
generally
accepted accounting principles), (ii) expended in the
replacement, repair or reconstruction of any fixed or capital
asset which was destroyed or damaged, in whole or in part, to
the extent of insurance proceeds are receivable or have been
received by the Borrower or any such Subsidiary in respect of
such destruction or damage, (iii) expended in the replacement
of any fixed or capital asset within 180 days (or in the case
of a disposition of collateral under the First Mortgage Note
Indenture, within the time
permitted for redeployment of the proceeds of the replaced
fixed or
capital asset pursuant to Section 1015 of such indenture) of
the sale or other disposition of the fixed or capital asset
replaced, to the extent of any cash or cash equivalent proceeds
received by the Borrower or such Subsidiary in connection with
such sale or other disposition of the fixed or capital asset
replaced, (iv) expended for the purchase of the Facility
pursuant to Section 10.01,    10.04 or 19.09 of the Leveraged
Lease or (v) expended
pursuant to any Financing Lease.

          "Cash Equivalents" means those Permitted Investments
included in clauses (i)-(v) of the definition thereof, with the
additional requirement that any such Permitted Investment must
mature not more than 30 days after the date of its purchase.
          "Cash Flow Coverage Ratio" means, for a period of
four quarters ending on the most recent quarter end prior to
the date of
computation (treating each such period as a single accounting
period) on a consolidated basis, a ratio of (a) the sum of (i)
Consolidated Net Income of the Borrower (before income taxes)
plus (ii) interest expense (net of interest income on Permitted
Investments) during such period plus (iii) depreciation and
amortization deducted in determining Consolidated Net Income
for such period minus (iv) Capital Expenditures of the Borrower
other than Capital Expenditures made through the utilization of
Discretionary Funds to (b) interest expense (net of interest
income
on Permitted Investments) during such period.

       "CB" means Consolidated-Bathurst Inc., a Canadian
federal
corporation, and its successors and assigns.

          "Certificates of Ownership and Merger" means (i) the
Certificate of Ownership and Merger of Stone Container
Corporation,
a Delaware corporation, dated as of September 30, 1994,
executed by
the Borrower and each of Stone Connecticut Paperboard
Corporation, Stone Mill Operating Corporation, Stone Bag
Corporation, Stone Packaging Corporation, Stone-Consolidated
Newsprint, Inc. and Stone
Packaging Systems, Inc. (the "Stone Merger Subsidiaries"),
merging the Stone Merger Subsidiaries with and into the
Borrower and filed with the Delaware Secretary of State on
September 30, 1994 and (ii)
the Certificate of Ownership and Merger of Stone Southwest,
Inc., a Delaware corporation, dated as of September 30, 1994,
executed by
Stone Southwest and each of Stone Hodge, Inc., Stone Hopewell,
Inc., Manufacturers Folding Carton, Inc. and Stone Corrugated,
Inc.
(the "Stone Southwest Merger Subsidiaries"), merging the Stone
Southwest Merger Subsidiaries with and into Stone Southwest and
filed with the Delaware Secretary of State on September 30,
1994.

          "Change of Control" means any event by which (i) an
Acquiring Person has become such, or (ii) Continuing Directors
cease to comprise a majority of the members of the board of
directors of the Borrower.

          "Closing Date" means October 12, 1994.

          "Cluster Expenditures" means capital expenditures
mandated pursuant to, or made to comply with, the final adopted
version, if any, of the proposed rules promulgated by the
Environmental Protection Agency at 58 Fed. Reg. 66078 (December
17,
1993) with respect to  Effluent Limitations Guidelines,
Pretreatment Standards, and New Source Performance Standards:
Pulp,
Paper, and Paperboard Category; National Emission Standards for
Hazardous Air Pollutants for Source Category: Pulp and Paper
Production.

          "Co-Agents" and "Co-Agent" have the respective
meanings assigned to such terms in the introduction to this
Agreement.

          "Code" means the Internal Revenue Code of 1986, as
from time to time amended, including the regulations proposed
or promulgated thereunder, or any successor or regulation
proposed or promulgated thereunder.

          "Collateral" means, collectively, (i) all
"Collateral"
as
such term is defined in the Pledge Agreements and (ii) all
"Collateral" as such term is defined in the Security
Agreements, including, without limitation, the inventory,
machinery and equipment of the Borrower or a Subsidiary, as
applicable, located at the Mortgaged Property.

          "Collateral Benefitted Lender" is defined in Section
9.9(b).
          "Commercial Letters of Credit" means the commercial
Letters of Credit issued by the Facing Agent for the account of
Borrower pursuant to Section 2.12, each of which is drawable
upon presentation of documents evidencing the sale or shipment
of goods purchased by the Borrower or any of its Subsidiaries
in the ordinary course of its business.
          "Commitment" means, with respect to each Lender, the
aggregate of the Revolving Loan Commitment, Supplemental
Revolving Loan Commitment, Term Loan Commitment, Additional
Term Loan Commitment, D Tranche Term Loan Commitment and E
Tranche Term Loan Commitment of such Lender and "Commitments"
means such commitments of all of the Lenders collectively. For
purposes of this definition, the Revolving Loan Commitment of
the Swing Line Lender shall be deemed to include the Swing Line
Commitment of the Swing Line Lender.
          "Consolidated Current Assets" means, subject to the
last sentence of Section 1.2, as at the time any determination
thereof is to be made, the amount, without duplication, that is
classified on a consolidated balance sheet of the Borrower and
its Subsidiaries as the consolidated current assets of the
Borrower and
its Subsidiaries at such time in accordance with generally
accepted
accounting principles; provided, however, that there shall be
excluded from the calculation of Consolidated Current Assets
any insurance receivables (net of related payables) relating to
the April, 1994 occurrence at the Panama City Mill.

          "Consolidated Current Liabilities" means, subject to
the last sentence of Section 1.2, as at the time any
determination thereof is to be made, all Indebtedness of the
Borrower and its Subsidiaries, without duplication, that is
included as consolidated
current liabilities on a consolidated balance sheet of the
Borrower
and its Subsidiaries in accordance with generally accepted
accounting principles, except that there shall be excluded from
Consolidated Current Liabilities (i) fixed sinking fund
payments, (ii) mandatory redemption and other payments of
principal outstanding or due (whether as a result of an
acceleration or otherwise), (iii) other mandatory prepayments
required to be made with respect to any Indebtedness for Money
Borrowed within one year
after such date of determination, (iv) any other Indebtedness
for Money Borrowed maturing on demand and (v) all outstanding
Revolving
Loans, Supplemental Revolving Loans and Swing Line Loans under
this
Agreement.

          "Consolidated Net Income" and "Consolidated Net Loss"
mean, respectively, subject to the last sentence of Section
1.2, with respect to any period, the aggregate of the net
income (loss) (before taking account of minority interests) of
the
Borrower and its Subsidiaries for such period, determined in
accordance with generally accepted accounting principles on a
consolidated basis, provided that (i) in the case of any Person
which is not a consolidated Subsidiary, the net income (loss)
of such Person shall
be disregarded and the amount of cash dividends and
distributions paid by such Person to the Borrower or a
consolidated Subsidiary of
the Borrower shall be included in the net income (loss) of the
Borrower; and (ii) the net income (loss) of any Person acquired
in a pooling of interests transaction for any period prior to
the date
of such acquisition shall be excluded.  There shall be excluded
in computing Consolidated Net Income the excess (but not the
deficit),
if any, of (A) any gain which must be treated as an
extraordinary item under generally accepted accounting
principles or any gain realized upon the sale or other
disposition of any real property or
equipment that is not sold in the ordinary course of business
or of
any capital stock of the Borrower or a Subsidiary of the
Borrower over (B) any loss which must be treated as an
extraordinary item under generally accepted accounting
principles or any loss realized
upon the sale or other disposition of any real property or
equipment that is not sold in the ordinary course of business
or of
any capital stock of the Borrower or a Subsidiary of the
Borrower. Notwithstanding the foregoing, any loss recognized
upon the sale or
other disposition of any Abitibi Shares (including, without
limitation, upon the exchange or conversion of any security or
other instrument for Abitibi Shares which constituted Monetized
Assets) shall be excluded for purposes of determining
Consolidated Net Income and Consolidated Net Loss.

          "Consolidated Net Worth" of the Borrower means,
subject to the last sentence of Section 1.2, as at the time any
determination thereof is made, without duplication, an amount
equal
to the sum of (i) the Borrower's total common stockholders'
equity
(excluding treasury stock, the effects of FASB 115 and
excluding the effects of foreign currency translation
adjustments) and (ii) the amount of the Permitted Preferred
Stock.

       "Consolidated Tangible Net Worth" of the Borrower
means,
subject to the last sentence of Section 1.2, as at the time any
determination thereof is made, without duplication, an amount
equal
to (i) the sum of (A) the Borrower's total common stockholders'
equity (excluding treasury stock, the effects of FASB 115 and
excluding the effects of foreign currency translation
adjustments)
and (B) the amount of the Permitted Preferred Stock, minus (ii)
the
net book value of all assets of the Borrower and its
Subsidiaries which would be treated as intangibles under
generally accepted accounting principles, including, without
limitation, deferred charges, leasehold conversion costs,
franchise rights, noncompete agreements, goodwill, unamortized
debt discounts, patents, patent applications, trademarks, trade
names, copyrights and licenses, except for any such intangibles
of Southwest Forest Industries, Inc. or CB created as the
result of the acquisition of either
thereof.
          "Contaminant" means any pollutant, contaminant (as
those terms are defined in 42 U.S.C. 9601(33)), toxic pollutant
(as that term is defined in 33 U.S.C. 1362(13)), hazardous
substance (as that term is defined in 42 U.S.C. 9601(14)),
hazardous chemical (as that term is defined by 29 CFR
1910.1200(c)), hazardous waste (as that term is defined in 42
U.S.C. 6903(5)), or any state or local equivalent of such laws
and regulations, including, without limitation, radioactive
material, special waste, polychlorinated biphenyls, asbestos,
petroleum, including crude oil or any petroleum-derived
substance, waste, or breakdown or decomposition product
thereof, or any constituent of any such substance or waste.
          "Continental Guaranty" means the Guaranty dated as of
August 30, 1983, as amended as of June 1, 1996, between The
Continental Group, Inc., a New York corporation, and the
Borrower, as amended from time to time.
          "Continuing Director" means any member of a board of
directors, while such Person is a member of such board of
directors
who is not an Acquiring Person, or an affiliate or associate of
an Acquiring Person or a representative of an Acquiring Person
or of any such affiliate or associate and who (i) was a member
of such board of directors prior to the date of this Agreement,
or (ii) subsequently becomes a member of such board of
directors and whose nomination for election or election to such
board of directors is recommended or approved by resolution of
a majority of the Continuing Directors or who is included as a
nominee in a proxy statement of the Borrower distributed when a
majority of such board
of directors consists of Continuing Directors.

          "Convertible Indenture" means the Indenture dated as
of June 15, 1993 between the Borrower and Norwest Bank
Minnesota, National Association, at Trustee, as amended,
supplemented, restated or otherwise modified from time to time.

        "Convertible Subordinated Indenture" means the
Indenture
dated as of February 15, 1992 between the Borrower and The Bank
of New York, as Trustee, pursuant to which the Borrower issued
its 6 3/4% Convertible Subordinated Debentures due February 15,
2007, as amended, supplemented, restated or otherwise modified
from time to time.

       "CP&L Property" means any intangible property or
contract
rights of the Borrower relating to or existing under that
certain Electric Power Purchase Agreement dated as of December
17, 1984, as amended, between the Borrower and Carolina Power &
Light.

          "Credit Event" means the making of any Loan and the
issuance of any Letter of Credit.

       "Credit Exposure" is defined in Section 9.12(c).
                               
          "D Tranche Lender" means, at any time any Lender
which then has a D Tranche Term Loan Commitment or is owed any
portion of the D Tranche Term Loan.

          "D Tranche Term Loan" means, individually and
collectively, the loans made by each of the D Tranche Lenders
to the Borrower in accordance with Section 2.1(e), which D
Tranche Term Loan shall from time to time be comprised of Prime
Rate Loans or Eurodollar Rate Loans or any combination of the
foregoing.

          "D Tranche Term Loan Commitment" means, with respect
to each D Tranche Lender, the principal amount set forth
opposite such D Tranche Lender's name on Schedule 1.1(f) hereto
under the caption "Amount of D Tranche Term Loan Commitment."
          "D Tranche Term Loan Maturity Date" means October 1,
2003.
          "D Tranche Term Loan Obligations" means the
obligations of the Borrower to repay the principal of, and pay
the interest on, the D Tranche Term Loan pursuant to Section
2.2(f).
       "D Tranche Term Loan Pro Rata Share" means, with
respect
to any D Tranche Lender and any described aggregate or total
amount, the amount equal to the result obtained by multiplying
such described aggregate or total amount by a fraction, the
numerator of which shall be the portion of the D Tranche Term
Loan made by such Lender and outstanding at the time and the
denominator of which shall be the aggregate amount of the D
Tranche Term Loan made by all of the D Tranche Lenders and
outstanding at the time.

          "D Tranche Term Note" is defined in Section 2.2(f).

          "Debt Basket Proceeds" is defined in the definition
of "Discretionary Funds."

          "Debt Refinancing" means the termination of the U.S.
Credit Agreement, the Canadian Credit Agreements and the Stone
Savannah Credit Agreement and the repayment in full of all
obligations outstanding thereunder.

          "Debt Refinancing Documents" means the documents and
instruments entered into with respect to the termination of the
commitments, and the reimbursement obligations with respect to
any
letters of credit issued, under the U.S. Credit Agreement, the
Canadian Credit Agreements and the Stone Savannah Credit
Agreement,
the repayment of the loans and other obligations thereunder,
the release of all guaranties and security with respect thereto
and any
consents required in connection therewith.

          "Default Rate" is defined in Section 2.8(n). "Delayed
          Collateral" is defined in Section 5.1.17. "Deposited
          Monies" is defined in Section 3.5. "Discretionary
          Funds" means the sum of (i) the
aggregate
amount of Waived Proceeds, plus (ii) the aggregate amount of
Excluded Sale Proceeds (not to exceed $300 million), with the
aggregate amount of Excluded Sale Proceeds in excess of $200
million being referred to as "Excess Excluded Sale Proceeds",
plus
(iii) the aggregate amount of Indebtedness incurred pursuant to
Section 5.2.2(t) (not to exceed $400 million) ("Debt Basket
Proceeds"), plus (or minus, if Excess Cash Flow is negative)
(iv) the aggregate amount of Excess Cash Flow for each Fiscal
Quarter of
the Borrower commencing with the Fiscal Quarter ending December
31,
1994 which is not required by Section 3.4(a) to be utilized as
a mandatory prepayment, such amount to be determined without
giving effect to any prepayment reduction or waiver pursuant to
clause (B)
of Section 3.4(a) or Section 3.6(f) and such amount with
respect to
any Fiscal Quarter becoming Discretionary Funds only after the
delivery of the Excess Cash Flow Schedule for such Fiscal
Quarter pursuant to Section 5.1.1(b) or 5.1.1(c).  As of the
Second Restatement Date, the amount of Debt Basket Proceeds
shall be deemed increased by $300 million without otherwise
limiting the Borrower's ability to incur Indebtedness under
Section 5.2.2(t), and such $300 million increase may be
utilized from and after the Second Restatement Date by the
Borrower as Discretionary Funds constituting Debt Basket
Proceeds.

"Discretionary Funds Basket" means, at any time, (i) the
aggregate amount of Discretionary Funds less (ii) the
aggregate amount of the sum of (A) Investments made pursuant
to Section 5.2.7(l), (B) Acquisitions pursuant to Section
5.2.9(e)(ii), (C) prepayments of Indebtedness pursuant to
Sections 5.2.10(a)(ix) and (xii), and (D) Capital Expenditures
made pursuant to Section 5.2.11(iii).  Any utilization of
Discretionary Funds for the purpose specified in clause (C)
above shall first be deemed a utilization of Debt Basket
Proceeds and Excess Excluded Sale Proceeds to the extent
thereof and then a utilization of other Discretionary Funds;
provided, however, that from and after the effective date of
the Second Amendment of Credit Agreement dated as
of December 18, 1996 to and including the date the Borrower
delivers to the Agent a certificate pursuant to Section
5.1.1(b) evidencing, as of the end of the Fiscal Quarter for
which such certificate is delivered, an Interest Coverage
Ratio (calculated for the period specified in Section
5.3.1(a)) of at least 1.25:1, the aggregate amount of the
Discretionary Funds Basket available to
be used for Investments pursuant to Section 5.2.7(l),
Acquisitions pursuant to Section 5.2.9(e)(ii) and Capital
Expenditures pursuant to Section 5.2.11(iii) shall be deemed
to be (a) $50,000,000 less (b) the amount of the Discretionary
Funds Basket used for such Investments, Acquisitions and
Capital Expenditures on or after such
effective date.

          "Dividend Basket" means, at any time, the maximum
amount of cash dividends which the Borrower would then be
permitted to pay
to its shareholders pursuant to Section 5.2.5(b).

          "Dollar" and "$" shall mean lawful currency of the
United
States of America unless a currency of another country is
specifically designated.

          "E Tranche Lender" means, at any time any Lender
which then has a E Tranche Term Loan Commitment or is owed any
portion of
the E Tranche Term Loan.

          "E Tranche Term Loan" means, individually and
collectively, the loans made by each of the E Tranche Lenders
to the Borrower in accordance with Section 2.1(f), which E
Tranche Term Loan shall from time to time be comprised of
Prime Rate Loans or Eurodollar Rate Loans or any combination
of the foregoing.

          "E Tranche Term Loan Commitment" means, with respect
to each E Tranche Lender, the principal amount set forth
opposite such
E Tranche Lender's name on Schedule 1.1(g) hereto under the
caption
"Amount of E Tranche Term Loan Commitment."

          "E Tranche Term Loan Maturity Date" means October 1,
2003.
          "E Tranche Term Loan Obligations" means the
obligations of the Borrower to repay the principal of, and pay
the interest on,
the E Tranche Term Loan pursuant to Section 2.2(g).

          "E Tranche Term Loan Pro Rata Share" means, with
respect to any E Tranche Lender and any described aggregate or
total amount, the amount equal to the result obtained by
multiplying such
described aggregate or total amount by a fraction, the
numerator of
which shall be the portion of the E Tranche Term Loan made by
such Lender and outstanding at the time and the denominator of
which shall be the aggregate amount of the E Tranche Term Loan
made by all of the E Tranche Lenders and outstanding at the
time.

          "E Tranche Term Note" is defined in Section 2.2(g).

          "8-7/8% Notes" means the Borrower's 8-7/8%
Convertible Senior Subordinated Notes due July 15, 2000.

        "Eligible Assignee" means (i) a commercial bank
organized
under the laws of the United States of America, or any State
thereof, and having total assets in excess of $5,000,000,000;
(ii) a savings and loan association or savings bank organized
under the laws of the United States of America, or any State
thereof, and having total assets in excess of $5,000,000,000;
or (iii) a commercial bank which is organized under the laws
of any other country, and which has total assets in excess of
$5,000,000,000, provided that such bank is acting through a
branch or agency located in the United States of America.

          "Employee Benefit Plan" means an "employee benefit
plan",
as defined in Section 3(3) of ERISA, which is or has been
established or maintained, or to which contributions are or
have been made, by the Borrower or any of its Subsidiaries or
any ERISA Affiliate.

          "Environmental Laws" means any and all applicable
foreign, federal, state or local laws, statutes, ordinances,
codes,
rules, regulations, orders, decrees, judgments, directives and
cleanup or action standards, levels or objectives imposing
liability or standards of conduct for or relating to the
protection
of health, safety or the environment, including, but not
limited to, the following statutes as now written and amended,
and as amended hereafter: the Federal Water Pollution Control
Act, 33 U.S.C.  1251 et seq., the Clean Air Act, 42 U.S.C.
7401 et seq., the Toxic Substances Control Act, 15 U.S.C.
2601 et seq., the
Solid Waste Disposal Act, 42 U.S.C.  6901 et seq., the
Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C.  9601 et seq., the Emergency Planning
and Community Right-to-Know Act of 1986, 42 U.S.C.  11001 et
seq., and the Safe Drinking Water Act, 42 U.S.C.  300f et seq.

          "Environmental Lien" means a Lien in favor of any
governmental authority for (i) any liability under foreign,
federal, state or local environmental laws or regulations, or
(ii) damages arising from, or costs incurred by such
governmental authority in response to, a Release or threatened
Release of a Contaminant into the environment.
          "Environmental Permits" is defined in Section 4.21.
          "Environmental Study" means those certain
environmental assessments and documents upon which such
assessments are based of the Facilities prepared by
EnviroClean Midwest, Inc. with regard to
the existing and potential liability of the Borrower with
respect to any environmental matters, including a review of
compliance with
Environmental Laws.

          "ERISA" means the Employee Retirement Income
Security Act
of 1974, as from time to time amended.

          "ERISA Affiliate" means each trade or business
(whether or not incorporated) which together with the Borrower
or a Subsidiary of the Borrower would be deemed to be a
"single employer" within the meaning of Section 4001(b) of
ERISA or Section
414 of the Code, excluding any foreign Subsidiary of the
Borrower which is not subject to ERISA.

          "Eurodollar Rate" means, with respect to each
Interest Period to be applicable to a Eurodollar Rate Loan,
the rate per annum obtained by dividing (i) the arithmetic
average (rounded upward to the nearest 1/16th of 1%) of the
offered quotation to first-class banks in the interbank
Eurodollar market by each Reference Bank for U.S. Dollar
deposits of an amount in immediately
available funds approximately equal to the principal amount of
the Eurodollar Rate Loan to be made by such Reference Bank for
a period
approximately equal to such Interest Period determined as of
10:00 a.m. (New York City time) two (2) Business Days prior
the commencement of such Interest Period, provided that if any
Reference Bank fails to provide the Agent in a timely fashion
with its aforesaid quotation then the Eurodollar Rate shall be
calculated using the arithmetic average of the quotations
provided to the Agent by the other Reference Bank or Banks by
(ii) a percentage equal to 100% minus the stated maximum rate
(expressed as a percentage) as prescribed by the Board of all
reserve requirements (including, without limitation, any
marginal, emergency, supplemental, special or other reserves
and all reserves
required to be maintained against "Eurocurrency liabilities"
as specified in Regulation D (or any successor regulation))
applicable
on the first day of such Interest Period to any member bank of
the Federal Reserve System in respect of Eurodollar funding or
liabilities.  The determination of the Eurodollar Rate by the
Agent
shall be conclusive and binding on the Borrower and the
Lenders absent manifest error.
          "Eurodollar Rate Additional Term Loan" means the
Additional Term Loan or any portion thereof during any period
in which it bears interest at the Eurodollar Rate.
       "Eurodollar Rate D Tranche Term Loan" means the D
Tranche
Term Loan or any portion thereof during any period in which it
bears interest at the Eurodollar Rate.

       "Eurodollar Rate E Tranche Term Loan" means the E
Tranche
Term Loan or any portion thereof during any period in which it
bears interest at the Eurodollar Rate.


          "Eurodollar Rate Loan" means any Loan which bears
interest at a rate determined with reference to the Eurodollar
Rate.

          "Eurodollar Rate Revolving Loan" means a Revolving
Loan or any portion thereof during any period in which it
bears interest
at the Eurodollar Rate.

          "Eurodollar Rate Supplemental Revolving Loan" means
a Supplemental Revolving Loan or any portion thereof during
any period in which it bears interest at the Eurodollar Rate.

          "Eurodollar Rate Term Loan" means the Term Loan or
any portion thereof during any period in which it bears
interest at a rate determined with reference to the Eurodollar
Rate.

          "Europa Carton A.G." means Europa Carton A.G., a
corporation organized under the laws of the Federal Republic
of Germany, 1% of whose issued and outstanding capital stock
is owned of record by Stone-Canada and 99% of whose issued and
outstanding capital stock is owned of record by Stone
Container GmbH.

         "Event of Default" is defined in Section 7.1.
                               
          "Excess Cash Flow" means, without duplication, for
any Fiscal Quarter, an amount equal to the sum of (i)
Consolidated Net Income (or Consolidated Net Loss), plus
(minus) (ii) depreciation, depletion, amortization, deferred
taxes and other noncash expenses (revenues) which, pursuant to
generally accepted accounting principles, were deducted
(added) in determining the Consolidated Net Income, minus
(plus) (iii) the increase (decrease) in Adjusted Working
Capital from the last day of the prior Fiscal Quarter
(excluding changes in income taxes payable), minus (iv)
Capital Expenditures (other than Capital Expenditures incurred
through the utilization of Indebtedness for Money Borrowed
permitted by Section 5.2.2(k) or Discretionary Funds and other
than Capital Expenditures of S-CC and Subsidiaries of S-CC)
for such Fiscal Quarter, minus (v) the amount of any required
prepayment (except (A) under this Agreement (including as the
result of mandatory reductions in the Revolving Loan
Commitments or Supplemental Revolving Loan Commitments) and
(B) under the First Mortgage Note Documents in connection with
the sale of any collateral securing the Indebtedness
thereunder) or any regularly scheduled payments of
Indebtedness for Money Borrowed (but excluding Indebtedness
for Money Borrowed described in subparagraphs (iv) or (vi) of
the definition of Indebtedness for Money Borrowed) during such
quarter,
minus (vi) cash dividends, distributions or other amounts paid
by the Borrower to any of its stockholders with respect to its
capital
stock during such quarter, minus (vii)  Investments by the
Borrower
or any Subsidiary of the Borrower (other than S-CC and
Subsidiaries
of S-CC) during such quarter except for Investments made
through the utilization of Discretionary Funds, minus (viii)
any portion of
Consolidated Net Income attributable to gains (losses) on the
disposition of assets to the extent the proceeds therefrom
were used pursuant to Section 3.4(c) to prepay the
Obligations, minus (ix) dividends paid by non-Wholly-Owned
Subsidiaries of the Borrower to minority shareholders other
than the Borrower or Wholly-Owned Subsidiaries of the
Borrower, plus (x) the increases in the aggregate principal
amount of borrowings by StoneSub from the Issuer in connection
with each Receivables Financing from (A) the later of (1) the
beginning of the quarter for which the calculation is being
made or (2) the date on which the applicable Receivables
Financing commenced (if established during such quarter) to
(B) the end of such quarter, minus (xi) the decreases in the
aggregate principal amount of borrowings (other than as the
result of a refinancing of such borrowings from a source other
than
internally generated cash or Borrowings hereunder) by StoneSub
from
the Issuer in connection with each Receivables Financing from
(A) the later of (1) the beginning of the quarter for which
the calculation is being made or (2) the date on which the
applicable Receivables Financing commenced (if established
during such quarter) to (B) the end of such quarter.  In the
event that Seminole Kraft merges with and into the Borrower
pursuant to Section 5.2.8(g) in any Fiscal Quarter, Excess
Cash Flow for such Fiscal Quarter shall be calculated as
though the merger of Seminole
Kraft with and into the Borrower occurred on the first day of
such Fiscal Quarter.

          "Excess Cash Flow Percentage" means 50% from the
date of this Agreement and continuing thereafter until
adjusted pursuant to
the terms and conditions set forth on Schedule 1.1(b) hereto.

       "Excess Cash Flow Schedule" is defined in Section
5.1.1(b).

       "Excess Excluded Sale Proceeds" is defined in the
definition of "Discretionary Funds".

          "Excluded Sale Proceeds" is defined in Section
3.4(c).

          "Executive Officer" means from time to time any
officer of the Borrower elected by the board of directors of
the Borrower or designated as an executive officer in any Form
10-K or successor
form filed by the Borrower with the Securities and Exchange
Commission.

          "Existing Credit Agreement" is defined in the
Recitals to
this Agreement.

          "Existing Lenders" is defined in the Recitals to
this Agreement.

          "Facilities" means the owned and leased facilities
of the
Borrower set forth on Schedule 1.1(c) hereto.

          "Facility" has the meaning assigned to that term in
the Participation Agreement.

          "Facility Fee" has the meaning assigned to that term
in the Original Credit Agreement.
          "Facing Agent" means BT or such other Revolving
Lender as
may from time to time have been designated as such by the
Borrower and shall have agreed in writing to act in such
capacity.

          "Federal Funds Rate" means on any given day, the
rate per
annum equal to the weighted average of the rate on overnight
Federal funds transactions with members of the Federal Reserve
System only arranged by Federal funds brokers, as published as
of such day by the Federal Reserve Bank of New York, or, if
such rate is not so published, the rate then used by first
class banks in extending overnight loans to other first class
banks.

          "Financing Lease" means, at the time any
determination thereof is to be made, any lease of property,
real or personal, in respect of which the present value of the
minimum rental commitment
is capitalized on the balance sheet of the lessee in
accordance with generally accepted accounting principles.

          "Financing Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the
liability in
respect of a Financing Lease which would at such time be so
required to be capitalized on the lessee's balance sheet in
accordance with generally accepted accounting principles.

        "First Mortgage Note Documents" means the First
Mortgage
Note Indenture, the First Mortgage Notes, the Security
Documents (as such term is defined in the First Mortgage Note
Indenture) and all other documents, instruments and agreements
now or hereafter evidencing or securing all or any portion of
the Borrower's obligations under the First Mortgage Note
Indenture and the First Mortgage Notes, including any
documents, instruments or agreements evidencing or securing
the amendment, refinancing, modification, replacement,
renewal, restatement, refunding, deferral, extension,
supplement, reissuance or resale thereof.

          "First Mortgage Note Indenture" means the Indenture
dated
as of October 12, 1994 between the Borrower and Norwest Bank
Minnesota, National Association, as Trustee, pursuant to which
the Borrower issued its First Mortgage Notes, as amended,
supplemented,
restated or otherwise modified from time to time.

          "First Mortgage Notes" means the Borrower's 10-3/4%
First
Mortgage Notes due October 1, 2002 in the aggregate principal
amount of $500 million and issued pursuant to the First
Mortgage Note Indenture, as amended, supplemented, restated or
otherwise modified from time to time.

          "First Restated Credit Agreement" is defined in the
Recitals to this Agreement.
         "First Restatement Lenders" is defined in the
Recitals to
this Agreement.

        "First Restatement Date" means August 29, 1995.
                               
         "Fiscal Quarters" is defined in Section 4.7.
                               
           "Fiscal Year" is defined in Section 4.7.
                               
        "Florence Agreements" mean, collectively, (i) the
Participation Agreement dated as of March 1, 1985 among the
Borrower, as successor in interest to Stone Container
Corporation, an Illinois corporation, the Borrower, as Ground
Lessor, Dart & Kraft Financial Corporation, Irving Trust
Company and NCNB National
Lender of North Carolina (as amended and Supplemented by the
First Supplement thereto dated as of June 1, 1986, as further
amended and
supplemented by the Second Supplement thereto dated as of June
1, 1987, and as further amended and supplemented and in effect
from time to time, the "D&K Participation Agreement"), (ii)
each of the "Basic Documents" as defined in Appendix A to the
D&K Participation
Agreement, (iii) the Participation Agreement dated as of March
1, 1985 among the Borrower, as successor in interest to Stone
Container Corporation, an Illinois corporation, the Borrower,
as Ground Lessor, Westinghouse Credit Corporation ("WCC"),
Irving Trust Company and NCNB National Lender of North Carolina
(as amended and supplemented by the First Supplement thereto
dated as of June 1, 1986, and as further amended and
supplemented by the Second Supplement thereto dated as of June
1, 1987, and as further amended and supplemented and in effect
from time to time, the "WCC Participation Agreement"), (iv)
each of the "Basic Documents" defined in Appendix A to the WCC
Participation Agreement, and (v) the Transfer and Assumption
Agreement dated as of March 1, 1987 between D&K Financial
Corporation ("D&K") and WCC, together with such additional
documents as have been executed in connection with the transfer
by D&K of a portion of its interest in the D&K Participation
Agreement to WCC.

          "Florence Bonds" means the Variable Rate Demand
Industrial Revenue Bonds, Series 1984, issued by Florence
County, South Carolina pursuant to the Trust Indenture dated as
of December
15, 1984 as in effect on the date of this Agreement.

          "Florence L/C Obligations" means, at any time of
determination, the sum of (i) the aggregate undrawn face amount
of the Florence Letters of Credit, plus (ii) the amount of any
drawings under the Florence Letters of Credit which have not
been reimbursed pursuant to the L/C Agreement, plus (iii) the
principal amount of any term loans outstanding under the L/C
Agreement.

          "Florence Letters of Credit"  means, individually and
collectively, the letters of credit from time to time issued
pursuant to the L/C Agreement.

          "Forecasts" is defined in Section 4.11(c).
                               
          "German Financing" means one or more credit
facilities consummated on or prior to September 30, 1997
pursuant to which Stone Container GmbH and/or any of its
Subsidiaries (including Europa Carton A.G.) incurs Indebtedness
in an aggregate principal amount denominated in Deutsch Marks
not to exceed DM 170,000,000 and secured only by the stock
and/or assets of Europa Carton A.G. and its Subsidiaries, by
the rights of Stone Container GmbH with respect to the Stone-
Canada Intercompany Note and by shares of
capital stock of S-CC owned by Stone-Canada that are placed in
a collateral trust for the benefit of the German Financing in
the event any such shares are placed in trust in connection
with any Abitibi Sale/Monetization, with an aggregate fair
market value not exceeding the lessor of (1) 15% of the
aggregate fair market value of all Abitibi Shares that are
placed in trust in connection with all Abitibi
Sale/Monetizations and (2) the Dollar equivalent of DM
120,000,000, provided that (a) such Indebtedness is incurred on
terms and conditions substantially similar to the terms and
conditions set forth on Schedule 1.1(h) hereto and on other
terms and conditions, and pursuant to documentation, in form
and substance satisfactory to the Agent, (b) the Agent shall
have received an opinion of Sidley & Austin, counsel to the
Borrower, and/or other counsel to the Borrower reasonably
acceptable to Agent, in form and substance reasonably
satisfactory to the Agent and stating that the execution,
delivery and performance of the documentation for the German
Financing does not conflict with or result in a breach of, or
constitute a default under, any of the Loan Documents or any
other agreements or instruments known to such
counsel to which the Borrower or any of its Subsidiaries are
bound,
and (c) the proceeds of such Indebtedness are used (i) to pay
related transaction costs, (ii) for general corporate purposes
permitted hereunder and/or (iii) to prepay, repurchase, redeem
or otherwise extinguish any Indebtedness for Money Borrowed of
the Borrower constituting Senior Indebtedness.

          "German Financing Abitibi Portion" is defined in
Section 5.2.12(v).
          "German Financing Portion" is defined in Section
3.4(c).
        "Government Acts" is defined in Section 2.12(i).
          "Governmental Authority" means any foreign, Federal,
state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign.
        "Indebtedness" means, with respect to any Person,
without
duplication:

          (a)  all obligations of such Person which in
accordance with generally accepted accounting principles would
be shown on the
balance sheet of such Person as a liability (including, without
limitation, obligations for borrowed money and for the deferred
purchase price of property or services, and obligations
evidenced by bonds, debentures, notes or other similar
instruments);

          (b)  all obligations under Financing Leases, required
to be capitalized under generally accepted accounting
principles;

         (c)  all guarantees (direct or indirect), all
contingent
reimbursement obligations under undrawn letters of credit and
other
contingent obligations of such Person in respect of, or
obligations
to purchase or otherwise acquire or to assure payment of,
Indebtedness of others;

          (d)  Indebtedness of others secured by any Lien upon
property owned by such Person, whether or not assumed; and

        (e)  all sinking fund payments or other mandatory
redemption or payments on preferred or preference stock due on
or prior to January 15, 2004 (other than preferred or
preference
shares issued to the Borrower by Stone-Canada).
          "Indebtedness for Money Borrowed" means, without
duplication, (i) the principal amount of all Indebtedness of
the Borrower or a Subsidiary of the Borrower, as the case may
be, current or funded, secured or unsecured, incurred in
connection with borrowings (including the sale of debt
securities), (ii) all Indebtedness of the Borrower or a
Subsidiary of the Borrower, as the case may be, issued,
incurred or assumed in respect of the purchase price of
property except for trade and intercompany accounts payable,
(iii) all Financing Lease Obligations of the Borrower or a
Subsidiary of the Borrower, as the case may be, (iv) any direct
or indirect guarantee in respect of Indebtedness of any other
Person of any of the types specified in the preceding clauses
(i)-(iii), (v) the amount of all Indebtedness described in
subsection (e) of the definition of Indebtedness, and (vi) the
maximum stated amount from time to time available for drawing
under
the letters of credit issued pursuant to the L/C Agreement plus
the
amount of any unreimbursed drawings under the letters of credit
plus (without duplication) the amount of any "Term Loans"
outstanding under the L/C Agreement.

          "Indebtedness Ratio" means, as at the time any
determination thereof is to be made, a ratio, the numerator of
which shall be Total Consolidated Indebtedness for Money
Borrowed and the denominator of which shall be the sum of (i)
Consolidated Net Worth and (ii) Total Consolidated Indebtedness
for Money Borrowed.  For purposes of calculating the
Indebtedness Ratio, Total Consolidated Indebtedness for Money
Borrowed shall not include the aggregate principal amount of
proceeds from Indebtedness incurred on the Closing Date which
have been deposited
and remain in escrow with the trustee of the Stone Savannah
Senior Subordinated Note Indenture pursuant to Section
6.1(l)(iv) or Indebtedness which has been defeased and is no
longer treated as Indebtedness for purposes of generally
accepted accounting principles.

        "Initial Loans" means the Term Loan and, if any
Revolving
Loans or Swing Line Loans are requested by the Borrower on the
Closing Date, such Revolving Loans or Swing Line Loans.

          "Interest Coverage Ratio" means, for the period of
four quarters ending on the most recent quarter end prior to
the date of
computation (treating each such period as a single accounting
period) on a consolidated basis, a ratio of (a) the sum of (i)
Consolidated Net Income of the Borrower (before income taxes)
plus (ii) interest expense (net of interest income on Permitted
Investments) during such period plus (iii) depreciation and
amortization deducted in determining Consolidated Net Income
for such period plus (iv) any non-cash loss resulting from the
early extinguishment of debt deducted in determining
Consolidated Net Income for such period to (b) interest expense
(net of interest income on Permitted Investments) during such
period.  For purposes
of computing Consolidated Net Income in clause (i) above, there
shall be excluded from the computation thereof, to the extent
not otherwise excluded from the computation thereof or added
back by clause (iv) above, any non-cash loss recognized by the
Borrower in respect of the repurchase, prepayment, conversion,
redemption or other extinguishment of the 8-7/8% Notes pursuant
to Section
5.2.10(a)(xiv).
          "Interest Period" means any interest period
applicable to
a Loan as determined pursuant to Section 2.10.

          "Interest Rate Determination Date" means any date on
which the Agent is required to determine the applicable
Eurodollar Rate in connection with a Notice of Borrowing or
Notice of Conversion or Continuation delivered by the Borrower.

          "Investment" means, with respect to any Person (such
Person being referred to in this definition as the "Investor"),
any
amount paid by the Investor, directly or indirectly, or any
transfer of property, directly or indirectly, by the Investor
to any other Person for capital stock of, or as a capital
contribution
to, or any amount which the Investor has loaned or advanced,
directly or indirectly, to, any other Person, including, in the
case of any Person which becomes a Subsidiary of the Borrower,
the aggregate principal amount of Indebtedness for Money
Borrowed of such Person outstanding at the time such Person
becomes a Subsidiary.  The calculation of any Investment shall
be exclusive of amounts paid for goods or services in the
ordinary course of business on terms customary for the
industry.

          "Investment Grade Rating" means a rating of the
Borrower's senior unsecured long-term debt outstanding, without
third-party enhancement, by Standard & Poor's Corporation of
BBBor better and by Moody's Investor Services, Inc. of Baa3 or
better.


          "IRB" means industrial revenue bonds and other debt
instruments set forth on Schedule 5.2.2 hereto.

          "Issuer" has the meaning assigned to that term in the
definition of Accounts Receivable Financing Program.

          "L/C Agreement" means, collectively, the letter of
credit
agreements entered into between (i) BT and Gelco Corporation,
as successor in interest to  D & K Financial Corporation, and
(ii) BT and Westinghouse Electric Corporation, as successor by
merger to Westinghouse Credit Corporation, with respect to the
issuance by BT
of one or more letters of credit to secure the Florence Bonds,
as such letter of credit agreements may at any time be amended,
modified or restated in accordance with the terms thereof and
in effect.

          "L/C Obligations" means, at any time, an amount equal
to the sum of (i) the aggregate Stated Amount of the then
outstanding Letters of Credit and (ii) the aggregate amount of
drawings under Letters of Credit which have not been reimbursed
and which have not
been converted to Revolving Loans pursuant to Section 2.12(e).

          "L/C Participation Agreements"  means, collectively,
the Letter of Credit Participation Agreements entered into by
and between each Revolving Lender (other than BT) and BT dated
as of the date hereof with respect to the L/C Agreement, as the
same may at any time be amended, supplemented, restated or
otherwise modified in accordance with the terms thereof and in
effect.
          "Lending Office" means for each Lender, the office
specified for such Lender pursuant to Section 9.4 as the office
from which its Revolving Loan Pro Rata Share, Term Loan Pro
Rata Share or Additional Term Loan Pro Rata Share, as the case
may be, of any Borrowing will be made.
         "Letter of Credit Fee" is defined in Section
2.12(f)(ii).

          "Letters of Credit" means the Commercial Letters of
Credit and the Standby Letters of Credit, but shall not include
the
Florence Letters of Credit.

          "Lenders" and "Lender" have the respective meanings
assigned to those terms in the preamble to this Agreement and
shall
include each Assignee and Eligible Assignee thereof that shall
become a party to this  Agreement pursuant to Section 9.12.
For purposes of this Agreement, the Lenders shall collectively
include all of the Revolving Lenders in their capacities as
such, all Term Lenders in their capacities as such, all
Additional Lenders in their capacities as such, all
Supplemental Revolving Lenders in their capacities as such, all
D Tranche Lenders in their capacities
as such, all E Tranche Lenders in their capacities as such and
the Swing Line Lender in its capacity as such.  A Lender may be
a Revolving Lender, a Supplemental Revolving Lender, a Term
Lender, an Additional Lender and/or a D Tranche Lender
hereunder.

          "Leveraged Lease" means, collectively, (i) the Lease
Agreement dated as of March 1, 1985 between the Borrower and
D&K Financial Corporation as amended from time to time and (ii)
the Lease Agreement dated as of March 1, 1985 between the
Borrower and Westinghouse Credit Corporation as amended from
time to time.

          "Lien" means any mortgage, pledge, security interest,
adverse claim (as defined in Section 8.302(2) of the New York
Uniform Commercial Code), encumbrance, lien or charge of any
kind (including, without limitation, any conditional sale or
other title
retention agreement or lease in the nature thereof, any sale of
receivables with recourse against the seller or any Affiliate
of the seller, any filing or agreement to file a financing
statement as debtor under the Uniform Commercial Code or any
similar statute other than to reflect ownership by a third
party of property leased
to the Borrower or any of its Subsidiaries under a lease which
is not in the nature of a conditional sale or title retention
agreement).

          "Loan" means any of the Term Loan, the Additional
Term Loan, the Revolving Loans, the Supplemental Revolving
Loans, the D Tranche Term Loan, the E Tranche Term Loan or the
Swing Line Loans and "Loans" means all of such Loans
collectively.

          "Loan Documents" means, collectively, this Agreement,
the
Notes, the Security Agreements, the Pledge Agreements, the
Mortgages, the Subsidiary Guarantees, the L/C Agreement, the
L/C Participation Agreement, the Florence Letters of Credit and
all other agreements, assignments, security agreements,
instruments and
documents executed in connection with this Agreement or any
other Loan Document, in each case as the same may at any time
be amended,
supplemented, restated or otherwise modified and in effect.
For purposes of this Agreement, "Loan Documents" shall also
include
all
guaranties, security agreements, mortgages, pledge agreements,
collateral assignments and other collateral documents in the
nature
of any thereof entered into by the Borrower or any Subsidiary
of the Borrower after the date of this Agreement in favor of
the Agent
for the benefit of the Lenders in satisfaction of the
requirements of this Agreement.

          "Majority Additional Term Lenders" is defined in
Section 9.3.

          "Majority D Tranche Term Lenders" is defined in
Section 9.3.

          "Majority E Tranche Term Lenders" is defined in
Section 9.3.


          "Majority Revolving Lenders" is defined in Section
9.2.

          "Majority Supplemental Revolving Lenders" is defined
in Section 9.3.

          "Majority Term Lenders" is defined in Section 9.2.

          "Margin Stock" has the meaning provided in Regulation
U of the Board, as from time to time in effect or any successor
to all or any portion thereof establishing margin credit
restrictions.

          "Material Adverse Effect" means a material adverse
effect
on (i) the properties, business, condition (financial or
otherwise)
or results of operations of the Borrower and its Subsidiaries
taken
as a whole, (ii) the ability of the Borrower or any Subsidiary
to perform its obligations under any of the Loan Documents or
(iii) the validity or enforceability or any of the Loan
Documents or the rights or remedies of the Agent or the Lenders
thereunder.

          "Material Liabilities" is defined in Section 4.11(d).

          "Material Sale Proceeds is defined in Section 3.4(c).

          "Maximum Commitment" means, when used with reference
to any Lender, the aggregate amount of such Lender's Term Loan
Commitment and Revolving Loan Commitment in the amounts not to
exceed those set forth opposite such Lender's name on Schedule
1.1(a) hereto under the caption "Amount of Maximum Commitment",
subject to reduction from time to time in accordance with the
terms
of this Agreement.  For purposes of this definition, the
Revolving Loan Commitment of the Swing Line Lender shall be
deemed to include
the Swing Line Commitment of the Swing Line Lender.

          "Mergers" means the merger of (i) the Stone Merger
Subsidiaries with and into the Borrower, with the Borrower
being the surviving corporation and (ii) Stone Southwest Merger
Subsidiaries with and into Stone Southwest, with Stone
Southwest being the surviving corporation.
          "Merger Documents" means the Certificates of
Ownership and Merger along with all of the agreements,
documents,
resolutions, consents, instruments and certificates executed in
order to effect the transactions contemplated by the
Certificates of Ownership and Merger.
          "Monetized Assets" means any assets, capital stock or
other tangible or intangible property or rights of the Borrower
or any Subsidiary that are subject to any agreement or other
instrument pursuant to which one or more third parties
(including a trustee, lender, or security holder) has a right
to convert or exchange a security or other instrument issued by
the Borrower or any Subsidiary for such assets, capital stock,
property or rights but Monetized Assets shall not include:  (i)
securities issued by the Borrower which are convertible into
another security issued by the Borrower; or (ii) sales of, or
transfers of interests in receivables (whether characterized as
sales or as non-recourse loans) and related contract rights and
other property permitted by Section  5.2.13.
          "Mortgaged Property" means, collectively, all of the
properties of the Borrower and the Subsidiaries of the Borrower
defined as "Mortgaged Property" in each of the respective
Mortgages and shall include the fee or leasehold interests of
the Borrower or a Subsidiary in the manufacturing facilities
identified on Schedule 1.1(c) hereto.
          "Mortgages" means, collectively, (i) the mortgages
and leasehold mortgages in substantially the forms of Exhibits
1.1(d)A and B hereto (with such state by state modifications as
may be appropriate, and modifications to provide for pro rata
liens as required under the Continental Guaranty and to reflect
the securing of obligations created under Subsidiary
Guarantees) as required by the Agent, each dated as of the date
hereof (subject to Section 5.1.17) and each by the Borrower or
a Subsidiary, as applicable, as mortgagor, in favor of the
Agent for the benefit of the Lenders (or its designee), as
mortgagee, relating to the Mortgaged Property, and (ii) any
other mortgage, leasehold mortgage, deed of trust, collateral
assignment of lease or similar agreement executed by the
Borrower or a Subsidiary of the Borrower pursuant to which such
Person shall have granted a mortgage, leasehold mortgage or
other Lien to the Agent for the benefit of the Lenders, as each
such agreement may at any time be amended, supplemented,
restated or otherwise modified in accordance with the terms
thereof and in effect.

         "Most Recent Balance Sheet" means the most recent
consolidated balance sheet of the Borrower and its Subsidiaries
delivered to the Agent and each Lender pursuant to Section
5.1.1(b)(i).

       "Multiemployer Plan" means any plan described in
Section
4001(a)(3) of ERISA and not excluded pursuant to Section
4021(b) thereof to which contributions are or have been made by
the Borrower or any of its Subsidiaries or any ERISA Affiliate.

           "Net Awards" is defined in the Mortgages.
                               
          "Net Proceeds" is defined in the Mortgages.
                               
       "New Receivables Financing" is defined in Section
5.2.2(p).

       "Non-U.S. Lender" is defined in Section 9.12(h).
                               
          "Note" means any of the Term Notes, Additional Term
Notes, Revolving Notes, Supplemental Revolving Notes, D Tranche
Term Notes, the E Tranche Term Notes or the Swing Line Note and
"Notes" means all of such promissory notes collectively.
          "Note Prospectus" means the Prospectus for the First
Mortgage Notes and the Senior Notes dated September 29, 1994.
        "Notice of Borrowing" is defined in Section 2.5.
          "Notice of Conversion or Continuation" is defined in
Section 2.6.
          "Notices" is defined in Section 9.4.
          "Obligations" means the Term Loan Obligations, the
Additional Term Loan Obligations, the Revolving Loan
Obligations, the Supplemental Revolving Loan Obligations, the
D Tranche Term Loan Obligations, the E Tranche Term Loan
Obligations, the Swing Line Loan Obligations, the L/C
Obligations and all other liabilities and obligations of the
Borrower and any Subsidiary of the Borrower now or hereafter
arising under this Agreement or any of the other Loan
Documents, whether for principal, interest, reimbursements,
fees, expenses, indemnities or otherwise, and whether primary,
secondary, direct, indirect, contingent, fixed or otherwise
(including obligations of performance).
       "Offsite Property" is defined in Section 5.1.15.
          "Original Credit Agreement" is defined in the
Recitals to
this Agreement.

          "Original Lenders" is defined in the Recitals to
this Agreement.

         "Participants" is defined in Section 9.12(c).
                               
          "Participating Subsidiary" means any Wholly-Owned
Subsidiary of the Borrower which is a participant in the
Accounts Receivable Financing Program with respect to one or
more business lines thereof; provided, however, that in no
event shall S-CC or any of its Subsidiaries or any Wholly-
Owned Subsidiary which is not
domiciled in the United States or Canada be a Participating
Subsidiary.

          "Participation Agreements" means, collectively, the
D&K Participation Agreement and the WCC Participation
Agreement (as each of such terms is defined within the
definition of "Florence Agreements") and "Participation
Agreement" means either of such Agreements.

          "Payment Office" is defined in Section 2.7.
                               
          "PBGC" means the Pension Benefit Guaranty
Corporation created by Section 4002(a) of ERISA.

          "Permitted Beneficiary" means any insurance company,
state workers' compensation authority, state or Federal
environmental agency, related trustee or surety, local
utility, municipality, other domestic or foreign Governmental
Authority, any
vendor of goods or services being purchased by the Borrower or
any of its Subsidiaries, any domestic or foreign financial
institution,
or any other Person approved by the Facing Agent, in its sole
discretion.

          "Permitted Investments" mean (i) any evidence of
indebtedness, maturing not more than one year after the date
of issue, issued by the United States of America, or any
instrumentality or agency thereof and guaranteed fully as to
principal, interest and premium, if any, by the United States
of America, (ii) any certificate of deposit, maturing not more
than 360 days after the date of purchase issued by a
commercial banking institution which is a member of the
Federal Reserve
System or a Canadian banking institution and which has a
combined capital and surplus and undivided profits of not less
than $200 million, (iii) commercial paper, maturing not more
than 360 days after the date of
purchase, issued by a corporation (other than the Borrower or
any Subsidiary of the Borrower or any of their respective
Affiliates) organized and existing under the laws of (A) any
state within the United States of America with a rating, at
the time of purchase, of
"P-2" (or higher) according to Moody's Investors Service, Inc.
or "A-2" (or higher) according to Standard & Poor's
Corporation, or (B) solely with respect to Permitted
Investments made by a foreign Subsidiary, any foreign country
with a rating equivalent to that specified in clause (A)
above, (iv) demand deposits with any bank or trust company,
(v) investments in money market funds having a rating from
each of Moody's Investors Service, Inc. and Standard & Poor's
Corporation in the highest investment category granted thereby
(including without limitation funds for which any Lender, the
Agent or any Co-Agent is investment manager or adviser), (vi)
reverse repurchase agreements with respect to indebtedness
issued by the United States of America, or any instrumentality
or agency thereof and guaranteed fully as to principal,
interest and premium,
if any, by the United States of America, and (vii) in the case
of foreign Subsidiaries of the Borrower, short-term
investments comparable to the foregoing.

          "Permitted Liens" means with respect to any Person:
          (a)  Liens existing on the Closing Date and
referenced on
Schedule 1.1(d) hereto;
          (b)  any Lien on any property securing Indebtedness
incurred or assumed for the purpose of financing all or any
part of
the acquisition, construction, repair or improvement cost of
such property (including any refinancing thereof), provided
that such Lien does not extend to any other property;

          (c)  Liens for taxes or assessments or governmental
charges or levies not yet due or which are being contested in
good faith by appropriate proceedings and with respect to
which adequate
reserves, if appropriate under generally accepted accounting
principles, are being maintained;

        (d)  statutory Liens of landlords and Liens of
carriers,
warehousemen, mechanics, materialmen and other Liens imposed
by law
created in the ordinary course of business for amounts not yet
due or which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves, if
appropriate under generally accepted accounting principles,
are being maintained;
        (e)  Liens (other than any Lien imposed by ERISA)
incurred or deposits made in the ordinary course of business
in connection with workers' compensation, unemployment
insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, surety and
appeal bonds, bids, leases, government contracts, or progress
payments, performance and
return-of-money bonds and other similar obligations (exclusive
of obligations for the payment of borrowed money);

          (f)  easements, rights-of-way, restrictions and
other
similar charges or encumbrances not interfering with the
ordinary conduct of the business of the Borrower or any of its
Subsidiaries;
          (g)  Liens existing on any property prior to the
acquisition thereof, prior to the acquisition of the Person
which owns such property or prior to the Person becoming a
Subsidiary, by
the Borrower or any of its Subsidiaries, in each case which
lien was not created in contemplation of such acquisition;

          (h)  the rights of collecting banks having a right
of setoff, revocation, refund or chargeback with respect to
money or instruments of the Borrower or its Subsidiaries on
deposit with or in the possession of such Lender;

          (i)  Liens created by the Loan Documents and any
other Liens granted to the Agent to secure, directly or
indirectly, all or any portion of the Obligations or other
obligations arising pursuant to the Loan Documents;

          (j)  the Lien granting ratable security in certain
of the
Mortgaged Properties and Collateral pursuant to the
requirements of
the Continental Guaranty;

          (k) Liens on the property of S-CC or any Subsidiary
of SCC securing indebtedness which is non-recourse to the
Borrower and each other Subsidiary of the Borrower (other than
Subsidiaries of S-CC in the case of indebtedness of S-CC or
any of its Subsidiaries) and Liens on the property of S-CC or
any Subsidiary of S-CC to the extent permitted by the S-CC
Debt Documents;

          (l)  Liens in favor of any Lender which is a party to
a foreign exchange or interest rate swap or hedging agreement
with the Borrower as permitted by Section 5.2.2(o)(i), provided
that such Liens are not senior to those of the Lenders with
respect to such agreements and do not attach to properties of
the Borrower other than those in which the Lenders have a
security interest or mortgage;

        (m)  Liens on the property of StoneSub securing
obligations of StoneSub incurred pursuant to the Accounts
Receivable Financing Program and Liens in favor of StoneSub
granted
by the Borrower or any Participating Subsidiary with respect to
Receivables purportedly sold to StoneSub by the Borrower or any
Participating Subsidiary pursuant to the Accounts Receivable
Financing Program in order to evidence the right, title and
interest of StoneSub in and to such Receivables;

        (n)  Liens for Indebtedness for Money Borrowed
permitted
by Section 5.2.2(r) provided that such Liens attach only to
unearned and return premiums, dividends and loss payments which
reduce the unearned premiums under insurance policies the
premiums of which have been financed with such Indebtedness for
Money Borrowed;

       (o) Liens (other than those listed in clauses (a)
through
(n) above) securing Indebtedness for Money Borrowed to the
extent such Liens are permitted by each of the Specified Senior
Indentures
(or any other indenture or similar agreement or instrument
entered into at any time by the Borrower or any of its
Subsidiaries) as in effect from time to time, provided such
Liens do not (i) extend to property securing all or any part of
the Obligations and (ii) secure Indebtedness for Money Borrowed
which exceeds $350 million in aggregate principal amount
outstanding at any time;
          (p)  Liens securing Indebtedness for Money Borrowed
permitted by Section 5.2.2(k), provided that at the time of
creation thereof, such Liens do not extend to property securing
all
or any part of the Obligations;

          (q)  Liens securing the First Mortgage Notes pursuant
to the First Mortgage Note Documents as in effect on the
Closing Date,
including substitutions and replacements permitted thereby;

          (r)  extensions, renewals or replacements of any Lien
referred to in clauses (a) through (q) above, provided that the
principal amount of the Indebtedness or obligation secured
thereby is not increased and that any such extension, renewal
or replacement is limited to the property originally encumbered
thereby;

          (s)  Liens on an account maintained by Stone-Canada
or an
escrow agent therefor or Liens on amounts held back by S-CC, in
any
case for the payment of certain liabilities identified at the
time of the December 1993 transfer of Stone-Canada's assets to
SCC in compliance with and to the extent required by the bulk
sales provisions of the Civil Code of Lower Canada (Quebec);
and

          (t)  to the extent permitted by each of the Specified
Senior Indentures (or such other indenture or similar agreement
or instrument entered into at any time by the Borrower or any
of its Subsidiaries), any trust created in connection with or
pursuant to any Abitibi Sale/Monetization to hold in trust
Abitibi Shares constituting Monetized Assets with respect to
such Abitibi Sale/Monetization for the benefit of holders of
any security, instrument or other right issued or sold in such
Abitibi Sale/Monetization until such time as the right to
convert or exchange is exercised by such holders.

        "Permitted Preferred Stock" means preferred or
preference
stock of the Borrower so long as and to the extent that such
preferred or preference stock is not subject to a sinking fund
payment or other mandatory redemption or payment prior to
January 15, 2004.

          "Permitted Uses" means (i) for ongoing working
capital and general corporate purposes of the Borrower, (ii)
the making or incurrence of Capital Expenditures and/or
Investments in excess of the annual limitations (and without
reduction of the annual permitted basket amounts) set forth in
Sections 5.2.7(d) and 5.2.11, and (iii) the prepayment of any
maturity or maturities of debt securities of the Borrower,
including the payment of principal, stated premium, if any, and
interest thereon.

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

          "Plan" means any plan described in Section 4021(a)
of ERISA and not excluded pursuant to Section 4021(b) thereof,
which may be or has been established or maintained, or to
which contributions are or have been made, by the Borrower or
any of its Subsidiaries or any ERISA Affiliate, but not
including any Multiemployer Plan.
          "Plan Administrator" has the meaning assigned to the
term
"administrator" in Section 3(16)(A) of ERISA.

          "Plan Sponsor" has the meaning assigned to the term
"plan
sponsor" in Section 3(16)(B) of ERISA.

          "Pledge Agreements" means, collectively, (i) the
Pledge Agreement in substantially the form of Exhibit 1.1(f)-A
hereto dated as of the Restatement Date between the Borrower
and the Agent, (ii) the Pledge Agreement in substantially the
form of Exhibit 1.1(f)-B hereto dated as of the Restatement
Date between the Borrower and the Agent and (iii) any other
Pledge Agreement executed by the Borrower or any Subsidiary to
secure all or any portion of the Obligations after the
Restatement Date, in each case, as amended, supplemented,
restated or otherwise modified from
time to time.


          "Prime Rate" means at any time, the greater of (i)
the rate which BT announces from time to time as its prime
lending rate, as in effect from time to time, and (ii) the
Federal Funds Rate plus 1/2 of 1% per annum.  The Prime Rate
is a reference rate and does not necessarily represent the
lowest or best rate actually
charged to any customer.  BT may make commercial loans or
other loans at rates of interest at, above or below the Prime
Rate.

          "Prime Rate Additional Term Loan" means the
Additional Term Loan or any portion thereof during any period
in which it bears interest at a rate determined with reference
to the Prime Rate.

          "Prime Rate D Tranche Term Loan" means the D Tranche
Term
Loan or any portion thereof during any period in which it
bears interest at a rate determined with reference to the
Prime Rate.

          "Prime Rate E Tranche Term Loan" means the E Tranche
Term
Loan or any portion thereof during any period in which it
bears interest at a rate determined with reference to the
Prime Rate.
          "Prime Rate Loan" means any Loan which bears
          interest
at a rate determined with reference to the Prime Rate.
          "Prime Rate Revolving Loan" means a Revolving Loan
or any
portion thereof during any period in which it bears interest
at a rate determined with reference to the Prime Rate.

        "Prime Rate Supplemental Revolving Loan" means a
Supplemental Revolving Loan or any portion thereof during any
period in which it bears interest at a rate determined with
reference to the Prime Rate.

       "Prime Rate Term Loan" means the Term Loan or any
portion
thereof during any period in which it bears interest at a rate
determined with reference to the Prime Rate.

          "Pro Forma" is defined in Section 4.11(b).
                               
          "Quarterly Payment Date" means the 25th day of
March, June, September and December of each year.
          "Receivables" has the meaning assigned to that term
in the definition of Accounts Receivable Financing Program.
          "Receivables Financing" has the meaning assigned to
that term in the definition of Accounts Receivable Financing
Program.
          "Reference Banks" means, collectively, BT, Chemical
Bank and The First National Bank of Chicago  and any successor
reference
bank determined pursuant to Section 2.8(j).

       "Refunded Swing Line Loans" is defined in Section

2.11(c).

          "Register" is defined in Section 9.12(h).

          "Registered Note" is defined in Section 9.12(h).
          "Registered Noteholder" is defined in Section
          9.12(h). "Regulation D" means Regulation D of the
          Board as from
time to time in effect and any successor to all or a portion
thereof establishing reserve requirements.

        "Related Transactions" means, collectively, the
execution
and delivery of the Basic Agreements, the consummation of the
Mergers pursuant to the Merger Documents, the issuance and
sale of the Senior Notes and First Mortgage Notes pursuant to
the Senior Note Documents and the First Mortgage Note
Documents, respectively,
the funding of the Term Loan and each Borrowing under the
Revolving
Loan and Swing Line Loan (if any) and each issuance of a
Letter of Credit (if any) on the Closing Date, the
consummation of the Debt Refinancing pursuant to the Debt
Refinancing Documents, the Stone Savannah Transactions and the
payment of all fees, costs and expenses associated with all of
the foregoing.

          "Release" means release, spill, emission, leaking,
pumping, pouring, emptying, dumping, injection, deposit,
disposal, discharge, dispersal, escape, leaching or migration
into the indoor
or outdoor environment or into or out of any property of the
Borrower or its Subsidiaries, including the movement of
Contaminants through or in the air, soil, surface water,
groundwater or property of the Borrower or its Subsidiaries.

          "Remedial Action" means actions required to (i)
clean up,
remove, treat or in any other way address Contaminants in the
indoor or outdoor environment; (ii) prevent or minimize the
Release
or threat of Release of Contaminants so they do not migrate or
endanger or threaten to endanger public health or welfare or
the indoor or outdoor environment; or (iii) perform pre-
remedial
studies and investigations and post-remedial monitoring and
care.

         "Replaced Lender" is defined in Section 2.14.
                               
       "Replacement Lender" is defined in Section 2.14.
                               
          "Reportable Event" means a "reportable event"
described in Section 4043(b) of ERISA or in the regulations
thereunder or receipt of a notice of withdrawal liability or
reorganization with respect to a Multiemployer Plan pursuant
to Section 4202 or 4242 of
ERISA.

          "Required Lenders" means, as of the date of
determination
thereof, the Lenders having greater than 50% of the sum of (i)
the aggregate principal amount of loans and other extensions
of credit then outstanding under any of the Loan Documents
plus (ii) the aggregate amount of the remaining available
commitments of the Lenders under any of the Loan Documents;
provided, however, that for purposes of determining the amount
of a Revolving Lender's Loans, each Revolving Lender shall be
deemed to hold the principal amount of Swing Line Loans and
the amount of L/C Obligations and Florence L/C Obligations
equal to its Revolving Loan Pro Rata Share
of the Swing Line Loans, L/C Obligations and Florence
Obligations then outstanding.

          "Responsible Officer" means, with respect to any
Person, any of the chairman of the board of directors, the
chief executive officer, chief operating officer, chief
financial officer, any executive vice president, any vice
president, treasurer, secretary or any other similar officer
or position of such Person.

          "Restatement Date" is defined in the Recitals to
this Agreement.

          "Restricted Subsidiary" means, collectively, (i) S-
CC upon the Borrower acquiring all of its outstanding shares
of capital stock and (ii) Stone Container GmbH and each of its
Subsidiaries.

       "Retail Bag Joint Venture" is defined in Section
5.2.7(q).

        "Revolver Termination Date" means May 15, 1999.
                               
          "Revolving Lender" means, at any time, any Lender
which then has a Revolving Loan Commitment or is owed a
Revolving Loan.

          "Revolving Loan Availability Ratio" means, on any
date of
determination, the ratio of the Total Available Revolving
Commitment to the Total Revolving Loan Commitments.

          "Revolving Loan Commitment" means, with respect to
any Lender, the obligation of such Lender to (i) make
Revolving Loans to the Borrower, (ii) participate in Swing
Line Loans made by the Swing Line Lender and (iii) participate
in Letters of Credit issued
by the Facing Agent for the account of the Borrower, in an
aggregate principal amount and/or Stated Amount at any one
time outstanding not to exceed the amount set forth opposite
such
Lender's name on Schedule 1.1(a) hereto under the caption
"Amount of Revolving Loan Commitment."  Each Revolving Loan
Commitment shall be subject to reduction from time to time in
accordance with the terms of this Agreement.

          "Revolving Loan Commitment Fee" is defined in
Section 3.7(a).

          "Revolving Loan Obligations" means the obligations
of the
Borrower to repay principal, and pay interest, on the
Revolving Loans pursuant to Section 2.2(b).

          "Revolving Loan Pro Rata Share" means, with respect
to any Revolving Lender and any described aggregate or total
amount, the amount equal to the result obtained by multiplying
such aggregate or total amount by a fraction, the numerator of
which shall be such Lender's Revolving Loan Commitment in
effect at the time (or, if the Total Revolving Loan
Commitments have been terminated, the principal amount of such
Lender's Revolving Loans then outstanding) and the denominator
of which shall be the Total Revolving Loan Commitments in
effect at the time (or, if the Total Revolving Loan
Commitments have been terminated, the aggregate principal
amount of all Revolving Loans then outstanding).

          "Revolving Loans" means, individually and
collectively, each of the loans by each of the Revolving
Lenders to the Borrower in accordance with Section 2.1(b),
which Revolving Loans shall from time to time be comprised of
Prime Rate Loans or Eurodollar Rate Loans or any combination
of the foregoing.

        "Revolving Note" is defined in Section 2.2(b).
                               
       "Revolving Portion" is defined in Section 3.6(c).
                               
        "S-CC" means Stone-Consolidated Corporation, a
Canadian federal corporation, and any successor thereto,
including Abitibi Consolidated Inc., a Canadian federal
corporation resulting from the amalgamation of S-CC and
AbitibiPrice Inc.

          "S-CC Debt Documents" means the documentation
pursuant to which S-CC has incurred the Indebtedness for Money
Borrowed permitted by Sections 5.2.2(u), as such documentation
may be amended, supplemented, restated or otherwise modified
from time to time, and including documentation related to
refinancings of such Indebtedness for Money Borrowed permitted
by such Section.

        "Second Restatement Date" means March 22, 1996.
                               
          "Security Agreements" means, collectively, (i) the
Security Agreement in substantially the form of Exhibit 1.1
(a) hereto dated as of the Closing Date between the Borrower
and the Agent, (ii) the Security Agreement in substantially
the form of Exhibit 1.1(b)-A hereto dated as of the Closing
Date between Stone Savannah and the Agent, (iii) the Security
Agreement in substantially the form of Exhibit 1.1(b)-B hereto
dated as of the Closing Date between Stone Southwest and the
Agent, (iv) any other Security Agreement executed by the
Borrower or any Subsidiary to secure all or any portion of the
Obligations after the Closing Date and (v) any Supplemental
Pledge Agreement, in each case, as amended, supplemented,
restated or otherwise modified from time to time.
          "Seminole Kraft" means Seminole Kraft Corporation, a
Delaware corporation.
          "Senior Indebtedness" has the meaning assigned to
that term in each of the Senior Subordinated Note Indenture,
the Senior Subordinated (11-1/2%) Indenture, the Convertible
Indenture, the Convertible Subordinated Indenture and, from
and after the merger of Stone Southwest with and into the
Borrower, the Stone Southwest Indenture.
          "Senior Indentures" means, collectively, the Senior
Note Indenture and the Indenture dated November 1, 1991
between the Borrower and The Bank of New York, as trustee,
pursuant to which the Borrower issued its 11-7/8% Senior Notes
due December 1, 1998.
         "Senior Note Documents" means the Senior Note
Indenture,
the Senior Notes and all other documents, instruments and
agreements now or hereafter evidencing all or any portion of
the Borrower's obligations under the Senior Note Indenture and
the Senior Notes, including any documents, instruments or
agreements evidencing the amendment, refinancing,
modification, replacement, renewal, restatement, refunding,
deferral, extension, supplement, reissuance or resale thereof.

          "Senior Note Indenture" means the Indenture dated as
of
October 12, 1994 between the Borrower and The Bank of New
York, as Trustee, pursuant to which the Borrower issued its
Senior Notes.

          "Senior Notes" means, collectively, the Borrower's
11 1/2% Senior Notes due October 1, 2004 in the aggregate
principal amount of $200 million and issued pursuant to the
Senior Note Indenture, as amended, supplemented, restated or
otherwise modified
from time to time.

        "Senior Subordinated Note Indenture" means the
Indenture
dated as of March 15, 1992 between the Borrower and The Bank
of New
York, as Trustee, pursuant to which the Borrower issued its
 10 3/4% Senior Subordinated Notes due June 15, 1997, its $275
million of Units (consisting of (i) Series B 10-3/4% Senior
Subordinated Debentures due April 1, 2002 and (ii) 1-1/2%
Supplemental Interest Certificates) and its 11% Senior
Subordinated Notes due August 15, 1999, as amended,
supplemented, restated or otherwise modified from
time to time.

          "Specified Senior Indentures" means each of (a) the
Senior Indentures, (b) the First Mortgage Note Indenture, (c)
the Senior Subordinated Note Indenture, (d) the Rating
Adjustable Senior Note Indenture dated July 24, 1996 for notes
due 2016 (obligation of the Borrower), (e) the Senior Note
Indenture dated
August 16, 1996 for notes due 2006 (primary obligation of
Stone Container Finance Company of Canada, guaranteed by the
Borrower) and (f) any other similar indenture, agreement or
instrument entered into at any time by the Borrower or any of
its Subsidiaries.

          "Standby Letters of Credit" means any of the standby
Letters of Credit issued by the Facing Agent for the account
of the
Borrower pursuant to Section 2.12.

          "Stated Amounts" means, with respect to any letter
of
credit, the stated or face amount of such letter of credit to
the extent available at the time for drawing (subject to
presentment of
all requisite documents), as the same may be increased or
decreased
from time to time in accordance with the terms of such Letter
of Credit.

          "Stone-Canada" means Stone Container (Canada) Inc.,
a Canadian federal corporation and formerly named
StoneConsolidated Inc., and its successors and assigns.
        "Stone-Canada Guarantee" is defined in Section
5.2.3(i).

          "Stone-Canada Intercompany Note" means the
intercompany promissory note issued by Stone-Canada in favor
of Stone Container GmbH and Europa Carton A.G. upon
consummation of the German Financing in the principal amount
of DM 170,000,000 on terms and conditions substantially
similar to the terms and conditions set forth on Schedule
1.1(h) hereto and on other terms and conditions, and pursuant
to documentation, in form and substance satisfactory to the
Agent.

          "Stone Container GmbH" means Stone Container GmbH, a
corporation organized under the laws of the Federal Republic
of Germany, 100% of whose issued and outstanding capital stock
is owned of record by Stone-Canada.

          "Stone Finance" means Stone Container Finance
Company of Canada, an unlimited liability company duly
organized and existing under the laws of Nova Scotia, and its
successors and assigns.

         "Stone Merger Subsidiaries" is defined in the
definition
of Certificates of Ownership and Merger.

          "Stone Savannah" means Stone Savannah River Pulp &
Paper Corporation, a Delaware corporation, and any successor
thereto.

          "Stone Savannah Credit Agreement" means the Credit
Agreement dated as of December 9, 1988, as amended, by and
among Stone Savannah, Manufacturers Hanover Trust Company and
Citibank, N.A., as co-managers, the financial institutions
signatory thereto and Citibank, N.A., as agent.

          "Stone Savannah Senior Subordinated Notes" means the
14.125% Senior Subordinated Notes due December 15, 2000 of
Stone Savannah issued pursuant to the Stone Savannah Senior
Subordinated Notes Indenture.

          "Stone Savannah Senior Subordinated Notes Indenture"
means the Indenture dated as of December 15, 1988, between
Stone Savannah and The Bank of New York (as successor to
Manufacturers Hanover Trust Company), as Trustee, in respect
of the Stone Savannah Senior Subordinated Notes, as amended
from time to time.

          "Stone Savannah Transactions" is defined in Section
5.1.13.

        "Stone Snowflake" is defined in Section 5.2.12.
                               
       "Stone Southwest" means Stone Southwest, Inc., a
Delaware
corporation.

          "Stone Southwest Indenture" means the Indenture
dated as
of September 15, 1983 between Stone Southwest (as successor to
Southwest Forest Industries, Inc.) and National Westminster
Bank USA (as successor to Bankers Trust Company), as Trustee,
as amended, restated or otherwise modified from time to time.

          "Stone Southwest Merger Subsidiaries" is defined in
the definition of Certificates of Ownership and Merger.

          "StoneSub" means, individually and collectively, one
or more corporations organized under the laws of one of the
United States of America or Canada which are special purpose
WhollyOwned Subsidiaries of the Borrower formed to engage in
the Accounts Receivable Financing Program, and including any
WhollyOwned Subsidiary formed as a holding company, the only
assets of which consist of the capital stock of such
subsidiaries formed to engaged
in the Accounts Receivables Financing Program.

          "Subordinated Debt" means (i) the Borrower's 10-3/4%
Senior Subordinated Notes due June 15, 1997, 11% Senior
Subordinated Notes due August 15, 1999 and 10-3/4% Senior
Subordinated Debentures due April 1, 2002 issued pursuant to
the Senior Subordinated Note Indenture, (ii) the Borrower's 8-
7/8% Convertible Senior Subordinated Notes due July 15, 2000
issued pursuant to the Convertible Indenture, (iii) the
Borrower's 63/4% Convertible Subordinated Debentures due
February 15, 2007 issued pursuant to the Convertible
Subordinated Indenture, (iv) the Borrower's $275 million of
Units (consisting of (A) Series B 10 3/4% Senior Subordinated
Debentures due 2002 and (B) 1-1/2% Supplemental Interest
Certificates) issued pursuant to the Senior Subordinated Note
Indenture and (v) any other Indebtedness for Money Borrowed of
the Borrower which is subordinate and junior in right of
payment to the prior payment in full of all amounts owing to
the Lenders under the Loan Documents pursuant to an agreement
in
form, terms and substance satisfactory to the Required
Lenders.

          "Subsidiary" of any Person shall mean and include
(i) any
corporation more than 50% of whose stock of any class or
classes having by the terms thereof ordinary voting power to
elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class
or classes of such corporation shall have or might have voting
power by reason of the happening of any contingency) is at the
time owned by such Person directly or indirectly through
Subsidiaries and (ii) any partnership, association, joint
venture, limited liability company or other entity in which
such Person directly or indirectly through
Subsidiaries, has more than a 50% equity interest at the time;
provided, however, that the Retail Bag Joint Venture shall not
be deemed to be a subsidiary for any purpose of this Agreement
so
long
as the Borrower is only entitled to elect 50% or less of the
members of the board of directors (or the governing body) of
the Retail Bag Joint Venture and the assets, liabilities and
results of
operations of which are not required to be consolidated with
the Borrower's assets, liabilities and results of operations
under generally accepted accounting principles.  Unless
otherwise
expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Borrower.  Notwithstanding the
foregoing, SVCPI shall not be deemed to be a Subsidiary for
any purposes of this Agreement (including without limitation
the definition of "Wholly-Owned Subsidiary") regardless of the
fact that StoneCanada and/or Affiliates of Stone-Canada may at
any time own a majority or
all of the outstanding voting shares of SVCPI, provided,
however that in the event Stone-Canada and/or Affiliates of
Stone-Canada become the owner of a majority of the outstanding
voting shares of SVCPI, then (i) SVCPI shall be deemed to be a
Subsidiary for purposes of Sections 5.1.1(f), (g) and (h),
5.1.6 and 5.1.7 and (ii) for purposes of the financial
statements referred to in Sections 5.1.1(b), (c), (d) and (e),
SVCPI shall be accounted
for
utilizing the equity method.

          "Subsidiary Guarantees" means, collectively, (i) the
Subsidiary Guarantees each in substantially the form of
Exhibit 1.1
(c) hereto dated as of the Closing Date and executed by Stone
Savannah and Stone Southwest in favor of the Agent and the
Lenders and (ii) any Subsidiary Guarantee executed by any
Subsidiary of the
Borrower after the Closing Date pursuant to Section 5.1.16, in
each
case as amended, supplemented, restated or otherwise modified
from time to time.

          "Substitute Collateral" is defined in Section
9.13(c).

          "Supplemental Pledge Agreement" means a pledge or
security agreement in a form reasonably acceptable to the
Agent pursuant to which the recipient of any equity interest
or other non-cash consideration described in the penultimate
sentence of Section 5.2.8 or the penultimate sentence of
Section 5.2.12 pledges
or hypothecates such equity interest or non-cash consideration
to the Agent for the benefit of the Lenders to secure the
"Obligations" (as defined in the Security Agreements).

          "Supplemental Revolver Termination Date" means May
15, 1999.

          "Supplemental Revolving Lender" means, at any time,
any Lender which then has a Supplemental Revolving Loan
Commitment or is owed a Supplemental Revolving Loan.

          "Supplemental Revolving Loan Availability Ratio"
means, on any date of determination, the ratio of the Total
Available Supplemental Revolving Commitment to the Total
Supplemental Revolving Loan Commitments.

          "Supplemental Revolving Loan Commitment" means, with
respect to any Lender, the obligation of such Lender to make
Supplemental Revolving Loans to the Borrower in an aggregate
principal amount at any one time outstanding not to exceed the
amount set forth opposite such Lender's name on Schedule
1.1(f) hereto under the caption "Amount of Supplemental
Revolving Loan Commitment."  Each Supplemental Revolving Loan
Commitment shall be subject to reduction from time to time in
accordance with the terms
of this Agreement.

        "Supplemental Revolving Loan Commitment Fee" is
defined in Section 3.7(b).

          "Supplemental Revolving Loan Obligations" means the
obligations of the Borrower to repay principal, and pay
interest, on the Supplemental Revolving Loans pursuant to
Section 2.2(e).
          "Supplemental Revolving Loan Pro Rata Share" means,
with respect to any Supplemental Revolving Lender and any
described aggregate or total amount, the amount equal to the
result obtained by multiplying such aggregate or total amount
by a fraction, the numerator of which shall be such Lender's
Supplemental Revolving Loan Commitment in effect at the time
(or, if the Total Supplemental Revolving Loan Commitments have
been terminated, the principal amount of such Lender's
Supplemental Revolving Loans then
outstanding) and the denominator of which shall be the Total
Supplemental Revolving Loan Commitments in effect at the time
(or, if the Total Supplemental Revolving Loan Commitments have
been terminated, the aggregate principal amount of all
Supplemental Revolving Loans then outstanding).

          "Supplemental Revolving Loans" means, individually
and collectively, each of the loans by each of the
Supplemental Revolving Lenders to the Borrower in accordance
with Section 2.1(d), which Supplemental Revolving Loans shall
from time to time be comprised of Prime Rate Loans or
Eurodollar Rate Loans or any combination of the foregoing.

          "Supplemental Revolving Note" is defined in Section
2.2(e).

          "SVCPI" means Stone Venepal (Celgar) Pulp, Inc., a
Canadian federal corporation.

          "Swing Line Commitment" means, with respect to the
Swing Line Lender at any date, the obligation of the Swing
Line Lender to
make Swing Line Loans pursuant to Section 2.11 in the amount
referred to therein.

          "Swing Line Lender" means BT.

       "Swing Line Loans" is defined in Section 2.11(a).
                               
          "Swing Line Loan Obligations" means the obligations
of the Borrower to repay principal, and pay interest, on the
Swing Line Loans pursuant to Section 2.2(c).

          "Swing Line Loan Participation Certificate" means a
certificate, substantially in the form of Exhibit 2.11(d).

        "Swing Line Note" is defined in Section 2.2(c).
                               
          "Taxes" is defined in Section 3.12(a).

          "Term Lender" means, at any time, any Lender which
then has a Term Loan Commitment or is owed any portion of the
Term Loan.

          "Term Loan" means, individually and collectively,
the loans made by each of the Term Lenders to the Borrower in
accordance with Section 2.1(a), which Term Loan shall from
time to time be comprised of Prime Rate Loans or Eurodollar
Rate Loans or any combination of the foregoing.
          "Term Loan Commitment" means, with respect to each
Term Lender, the principal amount set forth opposite such Term
Lender's name on Schedule 1.1(a) hereto under the caption
"Amount of Term Loan Commitment."
        "Term Loan Maturity Date" means April 1, 2000.
          "Term Loan Obligations" means the obligations of the
Borrower to repay principal, and pay interest, on the Term
Loan pursuant to Section 2.2(a).
          "Term Loan Pro Rata Share" means, with respect to
any Term Lender and any described aggregate or total amount,
the amount
equal to the result obtained by multiplying such described
aggregate or total amount by a fraction, the numerator of
which shall be the portion of the Term Loan made by such
Lender and outstanding at the time and the denominator of
which shall be the aggregate amount of the Term Loan made by
all of the Term Lenders and outstanding at the time.

           "Term Note" is defined in Section 2.2(a).
                               
          "Total Available Revolving Commitment" means, at the
time
any determination thereof is made, the sum of the respective
Available Revolving Commitments of the Revolving Lenders at
such time.

          "Total Available Supplemental Revolving Commitment"
means, at the time any determination thereof is made, the sum
of the respective Available Supplemental Revolving Commitments
of the Supplemental Revolving Lenders at such time.

          "Total Consolidated Indebtedness for Money Borrowed"
means, subject to the last sentence of Section 1.2, the total
of all Indebtedness for Money Borrowed of the Borrower and its
Subsidiaries.

        "Total Maximum Commitment" means, at the time any
determination thereof is to be made, the sum of the respective
Maximum Commitments, Additional Term Loan Commitments,
Supplemental
Revolving Loan Commitments, D Tranche Term Loan Commitments
and E Tranche Term Loan Commitments of the Lenders at such
time.

          "Total Revolving Loan Commitments" means, at any
time any
determination thereof is to be made, the sum of the respective
Revolving Loan Commitments of the Revolving Lenders at such
time.

          "Total Supplemental Revolving Loan Commitments"
means, at
any time any determination thereof is to be made, the sum of
the respective Supplemental Revolving Loan Commitments of the
Supplemental Revolving Lenders at such time.

          "Transaction Documents" means the Merger Documents,
the Senior Note Documents, the First Mortgage Note Documents,
the Debt Refinancing Documents and any other document,
instrument or agreement executed and/or delivered in
connection with the
consummation of the Related Transactions.

          "12-1/8% Subordinated Debentures" means the
Borrower's 12-1/8% Subordinated Debentures due September 15,
2001.

          "Type" means any type of Loan, namely a Prime Rate
Loan or a Eurodollar Rate Loan (whether a Term Loan,
Additional Term Loan or Revolving Loan).

       "Underfunded Plan" is defined in Section 4.15(a).
                               
          "Unmatured Event of Default" means an event, act or
occurrence which, with the giving of notice or the lapse of
time (or both), would become an Event of Default.

        "U.S. Credit Agreement" means that certain Credit
Agreement dated as of March 1, 1989, executed as of October
25, 1993 and effective as an amended and restated agreement
effective as of December 17, 1993, as further amended, by and
among the Borrower, BT, as Agent, Citibank, N.A., Chemical
Bank (as successor
to Manufacturers Hanover Trust Company) and The First National
Bank
of Chicago, as Co-Agents, and certain financial institutions
signatory thereto.

        "Waived Proceeds" is defined in Section 3.6(f).
                               
          "Waiver Fee" is defined in Section 3.9.

          "Wholly-Owned Subsidiary" means, with respect to any
Person, at any time any Subsidiary of such Person, all of the
outstanding shares of capital stock of which (other than
qualifying
shares required to be owned by directors) are at the time
owned directly by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person.  Unless otherwise expressly
provided, all references herein to a "Wholly-Owned Subsidiary"
shall mean a Wholly-Owned Subsidiary of the Borrower.

          The foregoing definitions shall be equally
applicable to both the singular and plural forms of the
defined terms.  The words
"herein", "hereof" and words of similar import as used in this
Agreement shall refer to this Agreement as a whole and not to
any particular provision in this Agreement.  Unless
specifically stated
to the contrary, all references to "Sections," "subsections,"
"paragraphs," "Exhibits" and "Schedules" in this Agreement
shall refer to Sections, subsections, paragraphs, Exhibits and
Schedules of this Agreement unless otherwise expressly
provided; references to Persons include their respective
permitted successors and assigns or, in the case of
governmental Persons, Persons succeeding to the relevant
functions of such persons; and all references to statutes and
related regulations shall include any amendments of same and
any successor statutes and regulations.