CONFORMED COPY

                          $450,000,000

                        CREDIT AGREEMENT

                           dated as of

                          June 26, 1997

                              among

           Boise Cascade Office Products Corporation,

          The Eligible Subsidiaries Referred to Herein,

                     The Banks Party Hereto

                               and

           Morgan Guaranty Trust Company of New York,
                            as Agent

           __________________________________________


            Morgan Guaranty Trust Company of New York

                               and

                    The Chase Manhattan Bank,

                    Co-Administrative Agents



           Morgan Guaranty Trust Company of New York,
                       Documentation Agent



                  J.P. Morgan Securities, Inc.,
                        Syndication Agent            



                       TABLE OF CONTENTS
                  ____________________________
                                                           Page  

                    ARTICLE 1 -- DEFINITIONS

Section 1.01.  Definitions . . . . . . . . . . . . . . . .   
Section 1.02.  Accounting Terms and Determinations . . . .  
Section 1.03.  Types of Borrowings . . . . . . . . . . . .  

                    ARTICLE 2 -- THE CREDITS

Section 2.01.  Commitments to Lend . . . . . . . . . . . .  
Section 2.02.  Notice of Committed Borrowing . . . . . . .  
Section 2.03.  Money Market Borrowings . . . . . . . . . .  
Section 2.04.  Notice to Banks; Funding of Loans . . . . .  
Section 2.05.  Notes . . . . . . . . . . . . . . . . . . .  
Section 2.06.  Maturity of Loans . . . . . . . . . . . . .  
Section 2.07.  Interest Rates  . . . . . . . . . . . . . .  
Section 2.08.  Method of Electing Interest Rates . . . . .  
Section 2.09.  Fees  . . . . . . . . . . . . . . . . . . .  
Section 2.10.  Termination or Reduction of Commitments . .  
Section 2.11.  Optional Prepayments  . . . . . . . . . . .  
Section 2.12.  General Provisions as to Payments . . . . .  
Section 2.13.  Funding Losses  . . . . . . . . . . . . . .  
Section 2.14.  Computation of Interest and Fees  . . . . .  
Section 2.15.  Compensation for Euro-Currency Reserve
                 Requirements  . . . . . . . . . . . . . .  
Section 2.16.  Judgment Currency . . . . . . . . . . . . .  
Section 2.17.  Foreign Subsidiary Costs  . . . . . . . . .  
Section 2.18.  Increased Commitments; Additional Banks . .  
Section 2.19.  Currency Equivalents  . . . . . . . . . . .  

                     ARTICLE 3 -- CONDITIONS

Section 3.01.  Closing . . . . . . . . . . . . . . . . . .  
Section 3.02.  Borrowings  . . . . . . . . . . . . . . . .  
Section 3.03.  First Borrowing by Each Eligible Subsidiary  

          ARTICLE 4 --  REPRESENTATIONS AND WARRANTIES

Section 4.01.  Corporate Existence and Power . . . . . . .  
Section 4.02.  Corporate and Governmental Authorization;
                 No Contravention  . . . . . . . . . . . .  
Section 4.03.  Binding Effect  . . . . . . . . . . . . . .  
Section 4.04.  Financial Information . . . . . . . . . . .  
Section 4.05.  Litigation  . . . . . . . . . . . . . . . .  
Section 4.06.  Compliance with ERISA . . . . . . . . . . .  
Section 4.07.  Environmental Matters . . . . . . . . . . .  
Section 4.08.  Taxes . . . . . . . . . . . . . . . . . . .  
Section 4.09.  Subsidiaries  . . . . . . . . . . . . . . .  
Section 4.10.  Full Disclosure . . . . . . . . . . . . . .  

                      ARTICLE 5 -- COVENANTS

Section 5.01.  Information . . . . . . . . . . . . . . . .  
Section 5.02.  Payment of Obligations  . . . . . . . . . .  
Section 5.03.  Maintenance of Property; Insurance  . . . .  
Section 5.04.  Conduct of Business and Maintenance
                 of Existence  . . . . . . . . . . . . . .  
Section 5.05.  Compliance with Laws  . . . . . . . . . . .  
Section 5.06.  Inspection of Property, Books and Records .  
Section 5.07.  Mergers and Sales of Assets . . . . . . . .  
Section 5.08.  Use of Proceeds . . . . . . . . . . . . . .  
Section 5.09.  Negative Pledge . . . . . . . . . . . . . .  
Section 5.10.  Leverage Ratio  . . . . . . . . . . . . . .  
Section 5.11.  Debt of Subsidiaries  . . . . . . . . . . .  
Section 5.12.  Fixed Charge Coverage Ratio . . . . . . . .  
Section 5.13.  Transactions with Affiliates  . . . . . . .  

                      ARTICLE 6 -- DEFAULTS

Section 6.01.  Events of Default . . . . . . . . . . . . .  
Section 6.02.  Notice of Default . . . . . . . . . . . . .  

                     ARTICLE 7 -- THE AGENT

Section 7.01.  Appointment and Authorization . . . . . . .  
Section 7.02.  Agent and Affiliates  . . . . . . . . . . .  
Section 7.03.  Action by Agent . . . . . . . . . . . . . .  
Section 7.04.  Consultation with Experts . . . . . . . . .  
Section 7.05.  Liability of Agent  . . . . . . . . . . . .  
Section 7.06.  Indemnification . . . . . . . . . . . . . .  
Section 7.07.  Credit Decision . . . . . . . . . . . . . .  
Section 7.08.  Successor Agent . . . . . . . . . . . . . .  
Section 7.09.  Agent's Fee . . . . . . . . . . . . . . . .  

              ARTICLE 8 -- CHANGE IN CIRCUMSTANCES

Section 8.01.  Basis for Determining Interest Rate
                 Inadequate or Unfair  . . . . . . . . . .  
Section 8.02.  Illegality  . . . . . . . . . . . . . . . .  
Section 8.03.  Increased Cost and Reduced Return . . . . .  
Section 8.04.  Taxes . . . . . . . . . . . . . . . . . . .  
Section 8.05.  Base Rate Loans Substituted for Affected
                 Fixed Rate Loans  . . . . . . . . . . . .  
Section 8.06.  Substitution of Bank  . . . . . . . . . . .  

           ARTICLE 9 -- REPRESENTATIONS AND WARRANTIES
                    OF ELIGIBLE SUBSIDIARIES

Section 9.01.  Existence and Power . . . . . . . . . . . .  
Section 9.02.  Organizational and Governmental
                 Authorization; Contravention  . . . . . .  
Section 9.03.  Binding Effect  . . . . . . . . . . . . . .  
Section 9.04.  Taxes . . . . . . . . . . . . . . . . . . .  

                     ARTICLE 10 -- GUARANTY

Section 10.01. The Guaranty  . . . . . . . . . . . . . . .  
Section 10.02. Guaranty Unconditional  . . . . . . . . . .  
Section 10.03. Discharge Only Upon Payment In Full;
                 Reinstatement In Certain Circumstances . . 
Section 10.04. Waiver by the Company  . . . . . . . . . . . 
Section 10.05. Subrogation  . . . . . . . . . . . . . . . . 
Section 10.06. Stay of Acceleration . . . . . . . . . . . . 

                   ARTICLE 11 -- MISCELLANEOUS

Section 11.01. Notices  . . . . . . . . . . . . . . . . . . 
Section 11.02. No Waivers . . . . . . . . . . . . . . . . . 
Section 11.03. Expenses; Indemnification  . . . . . . . . . 
Section 11.04. Sharing of Set-Offs  . . . . . . . . . . . . 
Section 11.05. Amendments and Waivers . . . . . . . . . . . 
Section 11.06. Successors; Participations and Assignments . 
Section 11.07. No Reliance on Margin Stock  . . . . . . . . 
Section 11.08. Governing Law; Submission to Jurisdiction  . 
Section 11.09. Counterparts; Effectiveness  . . . . . . . . 
Section 11.10. Consequences of Effectiveness;
                 Transitional Provisions  . . . . . . . . . 
Section 11.11. Waiver of Jury Trial . . . . . . . . . . . . 
Section 11.12. Confidentiality  . . . . . . . . . . . . . . 


Commitment Schedule
Pricing Schedule I
Pricing Schedule II
Exhibit A - Note
Exhibit B - Money Market Quote Request
Exhibit C - Invitation for Money Market Quotes
Exhibit D - Money Market Quote
Exhibit E - Opinion of Counsel for the Company
Exhibit F - Opinion of Special Counsel for the Agent
Exhibit G - Form of Election to Participate
Exhibit H - Form of Election to Terminate
Exhibit I - Opinion of Counsel for an Eligible Subsidiary
Exhibit J - Assignment and Assumption Agreement

<PAGE>
     AGREEMENT dated as of June 26, 1997 among BOISE CASCADE
OFFICE PRODUCTS CORPORATION, the ELIGIBLE SUBSIDIARIES referred
to herein, the BANKS party hereto and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Agent.

     WHEREAS, the Company wishes to have a US$450,000,000
revolving credit facility under which it or any of its Eligible
Subsidiaries may from time to time borrow loans, denominated in
U.S. Dollars or any Alternative Currency, from the Banks ratably
in proportion to their respective Commitments;

     WHEREAS, the Company wishes said credit facility to permit
the Company or any Eligible Subsidiary from time to time to
borrow loans, denominated in U.S. Dollars or any Alternative
Currency, from one or more Banks on the basis of their
competitive bids;

     WHEREAS, the Banks are willing to extend said credit
facility to the Company and its Eligible Subsidiaries on the
terms and conditions set forth herein;

     WHEREAS, the Company and certain Banks are parties to a
Credit Agreement dated as of March 30, 1995 (as amended as of
January 12, 1996 and amended and restated as of June 5, 1996, the
"Existing Agreement"); and

     WHEREAS, when all the conditions specified in Section 11.10
have been satisfied, the Existing Agreement will automatically
terminate and the loans outstanding thereunder (if any) will be
repaid or refinanced hereunder;

     NOW, THEREFORE, the parties hereto agree as follows:

                    ARTICLE 1 -- DEFINITIONS

     Section 1.1.  Definitions.  The following terms, as used
herein, have the following meanings:

     "Absolute Rate Auction" means a solicitation of Money Market
Quotes setting forth Money Market Absolute Rates pursuant to
Section 2.03.

     "Acquisition" means an acquisition by the Company or any of
its Consolidated Subsidiaries of a company, a division, a
location or a line of business or of all or substantially all of
the assets of any of the foregoing.

     "Additional Bank" has the meaning set forth in
Section 2.18(a).

     "Adjusted CD Rate" has the meaning set forth in
Section 2.07(b).

<PAGE>
     "Administrative Questionnaire" means, with respect to each
Bank, an administrative questionnaire in the form prepared by the
Agent, completed by such Bank and returned to the Agent (with a
copy to the Company).

     "Affiliate" means (i) any Person that directly, or
indirectly through one or more intermediaries, controls the
Company (a "Controlling Person") or (ii) any Person (other than
the Company or a Subsidiary) which is controlled by or is under
common control with a Controlling Person. As used herein, the
term "control" means possession, directly or indirectly, of the
power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.  So long as BCC owns,
directly or indirectly, 10% or more of any class of voting
securities of the Borrower, BCC and each BCC Subsidiary shall be
deemed to be Affiliates.

     "Affiliated Agreements" has the meaning set forth in
Section 5.13(a).

     "Agent" means Morgan Guaranty Trust Company of New York in
its capacity as agent for the Banks hereunder, and its successors
in such capacity.

     "Alternative Currencies" means the respective lawful
currencies of the United Kingdom, France, Germany, Canada, Italy
and Australia; provided that any other currency (except Dollars)
shall also be an Alternative Currency if (i) the Company
requests, by notice to the Agent, that such currency be included
as an additional Alternative Currency for purposes of this
Agreement, (ii) such currency is freely transferable and is
freely convertible into Dollars in the London foreign exchange
market, (iii) deposits in such currency are customarily offered
to banks in the London interbank market and (iv) every Bank, by
notice to the Agent, approves the inclusion of such currency as
an additional Alternative Currency for purposes hereof.  The
Banks' approval of any such additional Alternative Currency may
be limited to a specified maximum Dollar Amount or a specified
period of time or both.

     "Alternative Currency Loan" means a Loan that is made in an
Alternative Currency in accordance with the applicable Notice of
Borrowing.

     "Alternative Currency Sublimit" means $250,000,000.

     "Applicable Lending Office" means, with respect to any Bank,
(i) in the case of its Domestic Loans, its Domestic Lending
Office, (ii) in the case of its Euro-Currency Loans, its
Euro-Currency Lending Office and (iii) in the case of its Money
Market Loans, its Money Market Lending Office.

<PAGE>
     "Assessment Rate" has the meaning set forth in
Section 2.07(b).

     "Bank" means each bank or other financial institution listed
on the Commitment Schedule, each Additional Bank or Eligible
Assignee which becomes a Bank pursuant to Section 2.18 or
11.06(c), and their respective successors.

     "Base Rate" means, for any day, a rate per annum equal to
the higher of (i) the Prime Rate for such day and (ii) the sum of
1/2 of 1% plus the Federal Funds Rate for such day.

     "Base Rate Loan" means a Committed Loan which bears interest
at the Base Rate pursuant to the applicable Notice of Committed
Borrowing or Notice of Interest Rate Election or the provisions
of Section 2.08(a) or Article 8.

     "BCC" means Boise Cascade Corporation, a Delaware
corporation, and its successors.

     "BCC Event" means the occurrence of either (a) or (b) below
at a time when the Borrower is a Subsidiary of BCC:

          (a)  BCC's senior unsecured long-term debt rating shall
     be equal to or less than BB or Ba2 from either Standard &
     Poor's Ratings Services or Moody's Investors Service, Inc.,
     respectively; or

          (b)  any person or group of persons (within the meaning
     of Section 13 or 14 of the Exchange Act) shall have acquired
     beneficial ownership (within the meaning of Rule 13d-3
     promulgated by the SEC under said Act) of 50% or more of the
     outstanding shares of common stock of BCC; or, during any
     period of 24 consecutive calendar months, individuals who
     were directors of BCC on the first day of such period
     (including for this purpose any new director whose election
     or nomination for election by BCC's stockholders was
     approved by a vote of at least two-thirds of the directors
     then still in office who were directors at the beginning of
     such period) shall cease to constitute a majority of the
     board of directors of BCC.

     "BCC Subsidiary" means any Subsidiary of BCC other than the
Company or a Subsidiary of the Company.

     "Benefit Arrangement" means at any time an employee benefit
plan within the meaning of Section 3(3) of ERISA which is not a
Plan or a Multiemployer Plan and which is maintained or otherwise
contributed to by any member of the ERISA Group.

     "Borrower" means the Company or any Eligible Subsidiary, as
the context may require, and their respective successors, and
"Borrowers" means all of the foregoing.  As the context may
require, the terms "Borrower" and "Borrowers" include the Company
in its capacity as guarantor of the obligations of the other
Borrowers hereunder.

     "Borrowing" has the meaning set forth in Section 1.03.

     "CD Base Rate" has the meaning set forth in Section 2.07(b).

     "CD Loan" means a Committed Loan which bears interest at a
CD Rate pursuant to the applicable Notice of Committed Borrowing
or Notice of Interest Rate Election.

     "CD Margin" means a rate per annum determined in accordance
with the Pricing Schedule.

     "CD Rate" means a rate of interest determined pursuant to
Section 2.07(b) on the basis of an Adjusted CD Rate.

     "CD Reference Banks" means The Chase Manhattan Bank, The
Northern Trust Company and Morgan Guaranty Trust Company of New
York.

     "Change of Control" has the meaning set forth in
Section 2.10.

     "Closing Date" means the date on or after the Effective Date
on which the Agent shall have received the documents specified in
or pursuant to Section 3.01.

     "Commitment" means (i) with respect to each Bank listed on
the Commitment Schedule, the amount set forth opposite its name
on the Commitment Schedule, (ii) with respect to any Additional
Bank, the amount of the Commitment assumed by it pursuant to
Section 2.18 and (iii) with respect to any Eligible Assignee, the
amount of the transferor Bank's Commitment assigned to it
pursuant to Section 11.06(c), in each case as such amount may be
changed from time to time pursuant to Section 2.10, 2.18 or
11.06(c); provided that, if the context so requires, the term
"Commitment" means the obligation of a Bank to extend credit up
to such amount to the Borrowers hereunder.

     "Commitment Schedule" means the Commitment Schedule attached
hereto.

     "Committed Loan" means a loan made by a Bank pursuant to
Section 2.01; provided that, if any such loan or loans (or
portions thereof) are combined or subdivided pursuant to a Notice
of Interest Rate Election, the term Committed Loan shall refer to
the combined principal amount resulting from such combination or
to each of the separate principal amounts resulting from such
subdivision, as the case may be.

     "Company" means Boise Cascade Office Products Corporation, a
Delaware corporation, and its successors.

     "Company's 1996 Form 10-K" means the Company's annual report
on Form 10-K for 1996, as filed with the SEC pursuant to the
Exchange Act.

     "Consolidated Adjusted Debt" means, at any date, the sum
(without duplication) of (i) the Debt of the Company and its
Consolidated Subsidiaries, determined on a consolidated basis as
of such date and (ii) the aggregate amount of Receivables
Financing Sales at such date.

     "Consolidated EBIT" means, for any fiscal period,
Consolidated Net Income for such period plus Consolidated
Interest Expense for such period plus, to the extent deducted in
determining Consolidated Net Income for such period, income tax
expense.

     "Consolidated EBITDA" means, for any fiscal period,
Consolidated EBIT for such period plus, to the extent deducted in
determining Consolidated Net Income for such period, the
aggregate amount of depreciation, amortization and other non-cash
charges which do not require a cash outlay in such period or any
future period.

     "Consolidated Interest Expense" means, for any fiscal
period, the sum (without duplication) of (i) the interest expense
of the Company and its Consolidated Subsidiaries, determined on a
consolidated basis for such period and (ii) the purchasers' yield
accrued during such period on all Receivables Financing Sales.

     "Consolidated Net Income" means, for any fiscal period, the
net income of the Company and its Consolidated Subsidiaries,
determined on a consolidated basis for such period, exclusive of
the effect of (i) any extraordinary or other material non-
recurring gain and (ii) any extraordinary or other material non-
recurring loss which does not require a cash outlay in such
period or any future period.

     "Consolidated Net Worth" means at any date the consolidated
stockholders' equity of the Company and its Consolidated
Subsidiaries, determined as of such date.

     "Consolidated Rental Expense" means, for any fiscal period,
the aggregate rental expense of the Company and its Consolidated
Subsidiaries, determined on a consolidated basis for such period.

     "Consolidated Subsidiary" means, at any date, any Subsidiary
or other entity the accounts of which would be consolidated with
those of the Company in its consolidated financial statements if
such statements were prepared as of such date.

     "Covered Obligation" means a Loan or a Substitute Subsidiary
Loan and "Covered Obligations" means Loans or Substitute
Subsidiary Loans or any combination of the foregoing.

     "Debt" of any Person means, at any date, without
duplication, (i) all obligations of such Person for borrowed
money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all non-
contingent obligations of such Person to pay the deferred
purchase price of property or services, except trade accounts
payable arising in the ordinary course of business, (iv) all
obligations of such Person as lessee which are capitalized in
accordance with GAAP, (v) all non-contingent obligations (and,
for purposes of Section 5.09 and the definitions of Material Debt
and Material Financial Obligations, all contingent obligations)
of such Person to reimburse any bank or other Person in respect
of amounts paid under a letter of credit or similar instrument,
(vi) all Debt secured by a Lien on any asset of such Person,
whether or not such Debt is otherwise an obligation of such
Person and (vii) all Debt of others Guaranteed by such Person.

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

     "Derivatives Obligations" of any Person means all
obligations of such Person in respect of any rate swap
transaction, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap, equity or
equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap
transaction, currency option or any other similar transaction
(including any option with respect to any of the foregoing
transactions) or any combination of the foregoing transactions.

     "Dollar Amount" means, at any time:

           (i) with respect to any Dollar-Denominated Loan, the
     principal amount thereof then outstanding; and

          (ii) with respect to any Alternative Currency Loan, the
     principal amount thereof then outstanding in the relevant
     Alternative Currency, converted to Dollars in accordance
     with Section 2.19.

     "Dollar-Denominated Loan" means a Loan that is made in
Dollars in accordance with the applicable Notice of Borrowing.

     "Dollars" and the sign "$" mean lawful money of the United
States.

     "Domestic Business Day" means any day except a Saturday,
Sunday or other day on which commercial banks in New York City
are authorized or required by law to close.

<PAGE>
     "Domestic Lending Office" means, as to each Bank, its office
located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire
as its Domestic Lending Office) or such other office as such Bank
may hereafter designate as its Domestic Lending Office by notice
to the Company and the Agent; provided that any Bank may so
designate separate Domestic Lending Offices for its Base Rate
Loans, on the one hand, and its CD Loans, on the other hand, in
which case all references herein to the Domestic Lending Office
of such Bank shall be deemed to refer to either or both of such
offices, as the context may require.

     "Domestic Loans" means CD Loans or Base Rate Loans or both.

     "Domestic Reserve Percentage" has the meaning set forth in
Section 2.07(b).

     "Effective Date" means the date this Agreement becomes
effective in accordance with Section 11.09.

     "Election to Participate" means an Election to Participate
substantially in the form of Exhibit G hereto.

     "Election to Terminate" means an Election to Terminate
substantially in the form of Exhibit H hereto.

     "Eligible Assignee" means (i) a Bank; (ii) an Affiliate of a
Bank; (iii) a commercial bank organized under the laws of the
United States or any State thereof and having a combined capital
and surplus of at least $1,000,000,000; (iv) a savings and loan
association or savings bank organized under the laws of the
United States or any State thereof and having a combined capital
and surplus of at least $1,000,000,000; (v) a commercial bank
organized under the laws of any other country that is a member of
the Organization for Economic Cooperation and Development or has
concluded a special lending arrangement with the International
Monetary Fund associated with its General Arrangements to Borrow,
or a political subdivision of any such country, and having a
combined capital and surplus of at least $1,000,000,000, as long
as such bank is acting through a branch or agency located in the
United States; (vi) the central bank of any country that is a
member of the Organization for Economic Cooperation and
Development; (vii) a finance company, insurance company or other
financial institution or fund (whether a corporation,
partnership, trust or other entity) that is engaged in making,
purchasing or otherwise investing in commercial loans in the
ordinary course of business and having a combined capital and
surplus of at least $1,000,000,000 and (viii) any other Person
approved by the Agent and the Company, such approval not to be
unreasonably withheld or delayed; provided however, that neither
the Company nor an Affiliate of the Company shall qualify as an
Eligible Assignee.

<PAGE>
     "Eligible Subsidiary" means any Subsidiary of the Company as
to which an Election to Participate shall have been delivered to
the Agent and as to which an Election to Terminate shall not have
been delivered to the Agent. Each such Election to Participate
and Election to Terminate shall be duly executed on behalf of
such Subsidiary and the Company in such number of copies as the
Agent may request. The delivery of an Election to Terminate shall
not affect any obligation of an Eligible Subsidiary theretofore
incurred.  The Agent shall promptly give notice to the Banks of
the receipt of any Election to Participate or Election to
Terminate.

     "Environmental Laws" means any and all applicable federal,
state, local and foreign statutes, laws, judicial decisions,
regulations, ordinances, rules, judgments, orders, decrees,
plans, injunctions, permits, concessions, grants, franchises,
licenses, agreements and other governmental restrictions relating
to the environment, the effect of the environment on human health
or to emissions, discharges or releases of pollutants,
contaminants, Hazardous Substances or wastes into the environment
including, without limitation, ambient air, surface water, ground
water, or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, Hazardous
Substances or wastes or the clean-up or other remediation
thereof.

     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, or any successor statute.

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

     "Euro-Currency Business Day" means a Euro-Dollar Business
Day, unless such term is used in connection with an Alternative
Currency Borrowing or Alternative Currency Loan for which funds
are to be paid or made available in such Alternative Currency on
such day, in which case such day shall not be a Euro-Currency
Business Day unless commercial banks are open for international
business (including dealings in deposits in such Alternative
Currency) in both London and the place where such funds are to be
paid or made available.

     "Euro-Currency Lending Office" means, as to each Bank, its
office, branch or affiliate located at its address set forth in
its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Euro-Currency Lending Office)
or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Euro-Currency Lending Office by notice
to the Agent; provided that any Bank may from time to time by
notice to the Company and the Agent designate separate
Euro-Currency Lending Offices for its Loans in different
currencies and/or to different Borrowers, in which case all
references herein to the Euro-Currency Lending Office of such
Bank shall be deemed to refer to any or all of such offices, as
the context may require.

     "Euro-Currency Loan" means a Committed Loan which is either
a Euro-Dollar Loan or an Alternative Currency Loan.

     "Euro-Currency Margin" means a rate per annum determined in
accordance with the Pricing Schedule.

     "Euro-Currency Rate" means a rate of interest determined
pursuant to Section 2.07(c) on the basis of a London Interbank
Offered Rate.

     "Euro-Currency Reference Banks" means the principal London
offices of The Chase Manhattan Bank, Union Bank of Switzerland
and Morgan Guaranty Trust Company of New York.

     "Euro-Currency Reserve Percentage" means, for any day, that
percentage (expressed as a decimal) which is in effect on such
day, as prescribed by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum
reserve requirement for a member bank of the Federal Reserve
System in New York City with deposits exceeding five billion
dollars in respect of "Eurocurrency liabilities" (or in respect
of any other category of liabilities which includes deposits by
reference to which the interest rate on Euro-Currency Loans is
determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any
Bank to United States residents).

     "Euro-Dollar Business Day" means any Domestic Business Day
on which commercial banks are open for international business
(including dealings in Dollar deposits) in London.

     "Euro-Dollar Lending Office" means, as to each Bank, its
office, branch or affiliate located at its address set forth in
its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Euro-Dollar Lending Office)
or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Euro-Dollar Lending Office by notice
to the Company and the Agent.

     "Euro-Dollar Loan" means a Committed Loan denominated in
Dollars which bears interest at a Euro-Currency Rate pursuant to
the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election.

     "Events of Default" has the meaning set forth in
Section 6.01.

     "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.

     "Existing Agreement" has the meaning set forth in the
recitals hereto.

     "Federal Funds Rate" means, for any day, the rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%)
equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day; provided that (i) if such day is not a
Domestic Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Domestic
Business Day as so published on the next succeeding Domestic
Business Day and (ii) if no such rate is so published on such
next succeeding Domestic Business Day, the Federal Funds Rate for
such day shall be the average rate quoted to Morgan Guaranty
Trust Company of New York on such day on such transactions as
determined by the Agent.

     "Fixed Charge Coverage Ratio" means, at any date, the ratio
of (i) the sum of Consolidated EBIT plus Consolidated Rental
Expense for the four consecutive fiscal quarters of the Borrower
and its Consolidated Subsidiaries most recently ended on or prior
to such date to (ii) the sum of Consolidated Interest Expense and
Consolidated Rental Expense for such period.

     "Fixed Rate Loans" means CD Loans or Euro-Currency Loans or
Money Market Loans (excluding Money Market LIBOR Loans bearing
interest at the Base Rate pursuant to Section 8.01) or any
combination of the foregoing.

     "GAAP" means generally accepted accounting principles as in
effect from time to time, applied on a basis consistent (except
for changes concurred in by the Company's independent public
accountants) with the most recent audited consolidated financial
statements of the Company and its Consolidated Subsidiaries
delivered to the Banks.

     "Group of Loans" means, at any time, a group of Loans
consisting of (i) all Committed Loans to the same Borrower which
are Base Rate Loans at such time, (ii) all Euro-Currency Loans to
the same Borrower which are in the same currency and have the
same Interest Period at such time or (iii) all CD Loans to the
same Borrower which have the same Interest Period at such time;
provided that, if a Committed Loan of any particular Bank is
converted to or made as a Base Rate Loan pursuant to Article 8,
such Loan shall be included in the same Group or Groups of Loans
from time to time as it would have been in if it had not been so
converted or made.

<PAGE>
     "Guarantee" by any Person means any obligation, contingent
or otherwise, of such Person directly or indirectly guaranteeing
any Debt of any other Person and, without limiting the generality
of the foregoing, any obligation, direct or indirect, contingent
or otherwise, of such Person (i) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Debt
(whether arising by virtue of partnership arrangements, by
agreement to keep-well, to purchase assets, goods, securities or
services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for the purpose of
assuring in any other manner the holder of such Debt of the
payment thereof or to protect such holder against loss in respect
thereof (in whole or in part); provided that the term Guarantee
shall not include endorsements for collection or deposit in the
ordinary course of business and provided further that the amount
of the Guarantee shall in no event exceed the maximum obligation
of the guarantor.  The term "Guarantee" used as a verb has a
corresponding meaning.

     "Hazardous Substances" has the meaning specified in the
Comprehensive Environmental Response Compensation and Liability
Act of 1980, 42 U.S.C. section 9601, et. seq., and shall also
include petroleum, as defined in 42 U.S.C. section 6991.

     "Indemnitee" has the meaning set forth in Section 11.03(b).

     "Information Memorandum" means the confidential information
memorandum dated June 1997 furnished to the Banks in connection
with this Agreement.

     "Interest Period" means: (1) with respect to each
Euro-Currency Loan, the period commencing on the date of
borrowing specified in the applicable Notice of Borrowing or on
the date specified in an applicable Notice of Interest Rate
Election and ending one week or one, two, three or six months
thereafter, as the relevant Borrower may elect in such notice;
provided that:

          (a)  any Interest Period (except an Interest Period
     determined pursuant to clause (c) below) which would
     otherwise end on a day which is not a Euro-Currency Business
     Day for the relevant currency shall be extended to the next
     succeeding Euro-Currency Business Day for such currency
     unless such Euro-Currency Business Day falls in another
     calendar month, in which case such Interest Period shall end
     on the next preceding Euro-Currency Business Day for such
     currency;

          (b)  any Interest Period which begins on the last
     Euro-Currency Business Day for the relevant currency in a
     calendar month (or on a day for which there is no
     numerically corresponding day in the calendar month at the
     end of such Interest Period) shall, subject to clause (c)
<PAGE>
     below, end on the last Euro-Currency Business Day for the
     relevant currency in a calendar month; and

          (c)  any Interest Period which would otherwise end
     after the Termination Date shall end on the Termination Date
     (or, if the Termination Date is not a Euro-Currency Business
     Day for the relevant currency, the next preceding
     Euro-Currency Business Day for such currency);

(2) with respect to each CD Loan, the period commencing on the
date of borrowing specified in the applicable Notice of Borrowing
or on the date specified in an applicable Notice of Interest Rate
Election and ending 30, 60, 90 or 180 days thereafter, as the
relevant Borrower may elect in such notice; provided that:

          (a)  any Interest Period which would otherwise end on a
     day which is not a Euro-Dollar Business Day shall be
     extended to the next succeeding Euro-Dollar Business Day;
     and

          (b)  any Interest Period which would otherwise end
     after the Termination Date shall end on the Termination
     Date;

(3) with respect to each Money Market LIBOR Loan, the period
commencing on the date of borrowing specified in the applicable
Notice of Borrowing and ending such whole number of months
thereafter as the relevant Borrower may elect in accordance with
Section 2.03; provided that:

          (a)  any Interest Period (except an Interest Period
     determined pursuant to clause (c) below) which would
     otherwise end on a day which is not a Euro-Currency Business
     Day for the relevant currency shall be extended to the next
     succeeding Euro-Currency Business Day for such currency
     unless such Euro-Currency Business Day falls in another
     calendar month, in which case such Interest Period shall end
     on the next preceding Euro-Currency Business Day for such
     currency;

          (b)  any Interest Period which begins on the last
     Euro-Currency Business Day for the relevant currency in a
     calendar month (or on a day for which there is no
     numerically corresponding day in the calendar month at the
     end of such Interest Period) shall, subject to clause (c)
     below, end on the last Euro-Currency Business Day for such
     currency in a calendar month; and

          (c)  any Interest Period which would otherwise end
     after the Termination Date shall end on the Termination Date
     (or, if the Termination Date is not a Euro-Currency Business
     Day for the relevant currency, the next preceding
     Euro-Currency Business Day for such currency); and

(4) with respect to each Money Market Absolute Rate Loan, the
period commencing on the date of borrowing specified in the
applicable Notice of Borrowing and ending such number of days
thereafter (but not less than 7 days) as the relevant Borrower
may elect in accordance with Section 2.03; provided that:

          (a)  any Interest Period which would otherwise end on a
     day which is not a Euro-Currency Business Day for the
     relevant currency shall be extended to the next succeeding
     Euro-Currency Business Day for such currency; and

          (b)  any Interest Period which would otherwise end
     after the Termination Date shall end on the Termination
     Date.

     "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended, or any successor statute.

     "Investment" means any investment in any Person, whether by
way of purchase of equity or debt securities, capital
contribution, loan, advance, Guarantee of any Debt or other
obligation of such Person or otherwise.

     "Leverage Ratio" means, at any date, the ratio of
(i) Consolidated Adjusted Debt to (ii) Consolidated Net Worth, in
each case on such date.

     "LIBOR Auction" means a solicitation of Money Market Quotes
setting forth Money Market Margins based on the London Interbank
Offered Rate pursuant to Section 2.03.

     "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind, or
any other type of preferential arrangement that has the practical
effect of creating a security interest, in respect of such asset.
For the purposes of this Agreement, the Company or any Subsidiary
shall be deemed to own subject to a Lien any asset which it has
acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other
title retention agreement relating to such asset.

     "Loan" means a Committed Loan or a Money Market Loan and
"Loans" means Committed Loans or Money Market Loans or any
combination of the foregoing.

     "London Interbank Offered Rate" has the meaning set forth in
Section 2.07(c).

     "London Office" means, at any time, the office of the Agent
in London specified in or pursuant to Section 11.01 at such time.

     "Material Debt" means Debt (other than the Notes and
Non-recourse Debt) of the Company and/or one or more of its
Subsidiaries, arising in one or more related or unrelated
transactions, in an aggregate principal or face amount exceeding
$5,000,000.

     "Material Financial Obligations" means a principal or face
amount of Debt (other than the Notes and Non-recourse Debt)
and/or payment or collateralization obligations in respect of
Derivatives Obligations of the Company and/or one or more of its
Subsidiaries, arising in one or more related or unrelated
transactions, exceeding in the aggregate $5,000,000.

     "Material Plan" means at any time a Plan or Plans having
aggregate Unfunded Liabilities in excess of $5,000,000.

     "Material Subsidiary" means (i) The Reliable Corporation and
its successors, for so long as it is a Subsidiary and (ii) any
other Subsidiary having consolidated assets in an amount greater
than 10% of the consolidated assets of the Company and its
Consolidated Subsidiaries.

     "Money Market Absolute Rate" has the meaning set forth in
Section 2.03(d).

     "Money Market Absolute Rate Loan" means a loan to be made by
a Bank pursuant to an Absolute Rate Auction.

     "Money Market Lending Office" means, as to each Bank, its
Domestic Lending Office or such other office, branch or affiliate
of such Bank as it may hereafter designate as its Money Market
Lending Office by notice to the Company and the Agent; provided
that any Bank may from time to time by notice to the Company and
the Agent designate separate Money Market Lending Offices for
(i) its Money Market LIBOR Loans, (ii) its Money Market Absolute
Rate Loans and (iii) its Money Market Loans in different
currencies and/or to different Borrowers in which case all
references herein to the Money Market Lending Office of such Bank
shall be deemed to refer to any or all of such offices, as the
context may require.

     "Money Market LIBOR Loan" means a loan to be made by a Bank
pursuant to a LIBOR Auction (including such a loan bearing
interest at the Base Rate pursuant to Section 8.01).

     "Money Market Loan" means a Money Market LIBOR Loan or a
Money Market Absolute Rate Loan.

     "Money Market Margin" has the meaning set forth in
Section 2.03(d)(ii)(C).

     "Money Market Quote" means an offer by a Bank to make a
Money Market Loan in accordance with Section 2.03.

     "Multiemployer Plan" means at any time an employee pension
benefit plan within the meaning of Section 4001(a)(3) of ERISA to
which any member of the ERISA Group is then making or accruing an
obligation to make contributions or has within the preceding five
plan years made contributions, including for these purposes any
Person which ceased to be a member of the ERISA Group during such
five year period.

     "New York Office" means, at any time, the office of the
Agent in New York City specified in or pursuant to Section 11.01
at such time.

     "Non-recourse Debt" means Debt secured by a Lien on property
if the only recourse of the holder of such Debt shall be to
foreclose such Lien.

     "Non-Regulation D Borrower" means any Eligible Subsidiary
that is organized outside the United States unless in its
Election to Participate, such Borrower states that it is a
Regulation D Borrower.

     "Notes" means promissory notes of a Borrower, substantially
in the form of Exhibit A hereto, evidencing such Borrower's
obligation to repay the Loans made to it, and "Note" means any
one of such promissory notes issued hereunder.

     "Notice of Borrowing" means a Notice of Committed Borrowing
(as defined in Section 2.02) or a Notice of Money Market
Borrowing (as defined in Section 2.03(f)).

     "Notice of Interest Rate Election" has the meaning set forth
in Section 2.08.

     "Parent" means, with respect to any Bank, any Person
controlling such Bank.

     "Participant" has the meaning set forth in Section 11.06(b).

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

     "Permitted Contest" means a contest maintained in good faith
by appropriate proceedings (including appeals) promptly
instituted and diligently conducted and with respect to which
such reserve or other appropriate provision, if any, as shall be
required in conformity with generally accepted accounting
principles shall have been made.

     "Person" means an individual, a corporation, a limited
liability company, a partnership, an association, a trust or any
other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

     "Plan" means at any time an employee pension benefit plan
(other than a Multiemployer Plan) which is covered by Title IV of
ERISA or subject to the minimum funding standards under
Section 412 of the Internal Revenue Code and either (i) is
maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any
time within the preceding five years been maintained, or
contributed to, by any Person which was at such time a member of
the ERISA Group for employees of any Person which was at such
time a member of the ERISA Group.

     "Pricing Schedule" means (i) Pricing Schedule I attached
hereto, unless and until the Borrower shall have elected, by not
less than five Domestic Business Days' notice to the Banks, that
Pricing Schedule II attached hereto be the Pricing Schedule and
(ii) on and after the effective date of such notice, Pricing
Schedule II attached hereto.  Such election, if made, shall be
irrevocable without the consent of the Required Banks.

     "Prime Rate" means the rate of interest publicly announced
by Morgan Guaranty Trust Company of New York in New York City
from time to time as its Prime Rate.

     "Quarterly Payment Dates" means each March 31, June 30,
September 30 and December 31.

     "Receivables Financing Sale" means a transfer by the Company
or a Subsidiary of accounts (as defined in Article 9 of the UCC)
to a Person other than the Company or a Subsidiary if (i) such
transfer is accounted for as a sale under GAAP and (ii) such
transfer results in the creation of a security interest in such
accounts to which Article 9 of the UCC is applicable (or would be
applicable if New York law were applicable to such transaction). 
The amount of a Receivables Financing Sale at any time is the
aggregate principal amount of the purchasers' unrecovered
investment in respect of such Receivables Financing Sale at such
time.

     "Reference Banks" means the CD Reference Banks or the
Euro-Dollar Reference Banks, as the context may require, and
"Reference Bank" means any one of such Reference Banks.

     "Regulation D Borrower" means any Borrower that is not a
Non-Regulation D Borrower.

     "Regulation U" means Regulation U of the Board of Governors
of the Federal Reserve System, as in effect from time to time.

     "Required Banks" means, at any time, Banks having at least
60% of the aggregate amount of the Commitments or, if the
Commitments shall have terminated, holding at least 60% of the
aggregate Dollar Amount of the Loans.

     "Revolving Credit Period" means the period from and
including the Effective Date to but not including the Termination
Date.

     "SEC" means the Securities and Exchange Commission.

     "Spot Rate" means, at any date, the Agent's spot buying rate
for the relevant Alternative Currency against Dollars as of
approximately 11:00 A.M. (London time) on such date.

     "Subsidiary" means, as to any Person, any corporation or
other entity of which securities or other ownership interests
having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are at
the time directly or indirectly owned by such Person; unless
otherwise specified, "Subsidiary" means a Subsidiary of the
Company.

     "Substitute Subsidiary Loans" means loans made by a Bank to
an Eligible Subsidiary after the date hereof (other than the
Loans) which are agreed by such Bank and the Company to be, and
which are identified in a notice from the Company to the Agent
given not later than the date of borrowing thereof as,
"Substitute Subsidiary Loans" for purposes of this Agreement;
provided that each such loan shall be unconditionally guaranteed
by the Company.  The Company shall promptly notify the Agent of
any change in the outstanding principal amount of any Substitute
Subsidiary Loan, and the Agent shall periodically determine the
Dollar Amount of each Substitute Subsidiary Loan as if such
Substitute Subsidiary Loan were a Loan.  The Company shall
provide the Agent with such information regarding Substitute
Subsidiary Loans as the Agent may reasonably require from time to
time for purposes of administration of this Agreement.

     "Termination Date" means June 29, 2001, or, if such day is
not a Euro-Currency Business Day, the next succeeding
Euro-Currency Business Day unless such Euro-Currency Business Day
falls in another calendar month, in which case the Termination
Date shall be the next preceding Euro-Currency Business Day.

     "UCC" means the Uniform Commercial Code, as in effect on the
date hereof in the State of New York.

     "Unfunded Liabilities" means, with respect to any Plan at
any time, the amount (if any) by which (i) the value of all
benefit liabilities under such Plan, determined on a plan
termination basis using the assumptions prescribed by the PBGC
for purposes of Section 4044 of ERISA, exceeds (ii) the fair
market value of all Plan assets allocable to such liabilities
under Title IV of ERISA (excluding any accrued but unpaid
contributions), all determined as of the then most recent
valuation date for such Plan, but only to the extent that such
excess represents a potential liability of the Company or a
Subsidiary to the PBGC or any other Person under Title IV of
ERISA.

     "United States" means the United States of America,
including the States and the District of Columbia, but excluding
its territories and possessions.

     Section 1.2.  Accounting Terms and Determinations.  Unless
otherwise specified herein, all accounting terms used herein
shall be interpreted, all accounting determinations hereunder
shall be made, and all financial statements required to be
delivered hereunder shall be prepared in accordance with GAAP;
provided that, if the Company notifies the Agent that the Company
wishes to amend any provision hereof to eliminate the effect of
any change in GAAP (or if the Agent notifies the Company that the
Required Banks wish to amend any provision hereof for such
purpose), then such provision shall be applied on the basis of
GAAP in effect immediately before the relevant change in GAAP
became effective, until either such notice is withdrawn or such
provision is amended in a manner satisfactory to the Company and
the Required Banks.

     Section 1.3  Types of Borrowings.  The term "Borrowing"
denotes:

          (a)  an aggregation of Committed Loans to be made by
     the Banks to the same Borrower pursuant to Section 2.01 on
     the same day, all of which Loans (i) are made in the same
     currency, (ii) in the case of Loans denominated in Dollars,
     are of the same type (subject to Article 8) and (iii) except
     in the case of Base Rate Loans, have the same initial
     Interest Period; and

          (b)  an aggregation of one or more Money Market Loans
     to be made by one or more Banks to the same Borrower
     pursuant to Section 2.03 on the same day, all of which Loans
     (i) are made in the same currency, (ii) are of the same type
     and (iii) have the same Interest Period.

     Borrowings may be classified for purposes of this Agreement
by reference to the currency and/or pricing of the Loans
comprising such Borrowing (e.g., a "Euro-Currency Borrowing" is a
Borrowing comprised of Euro-Currency Loans) or (ii) by reference
to the provisions of Article 2 under which participation therein
is determined (i.e., a "Committed Borrowing" is a Borrowing under
Section 2.01 in which all Banks participate in proportion to
their Commitments, while a "Money Market Borrowing" is a
Borrowing under Section 2.03 in which one or more Banks
participate on the basis of their bids).

                    ARTICLE 2 -- THE CREDITS

     Section 2.01.  Commitments to Lend.  Each Bank severally
agrees, on the terms and conditions set forth in this Agreement,
to make loans to the Borrowers pursuant to this Section from time
to time during the Revolving Credit Period; provided that,
immediately after each such loan is made, the aggregate Dollar
Amount of such Bank's Committed Loans shall not exceed its
Commitment.  The aggregate Dollar Amount of each Borrowing under
this Section shall not be less than $10,000,000 (except that any
such Borrowing may be in an aggregate Dollar Amount equal to the
aggregate amount available in accordance with Section 3.02). 
Each Borrowing under this Section shall be made from the several
Banks ratably in proportion to their respective Commitments. 
Within the foregoing limits, the Borrowers may borrow under this
Section, prepay Loans to the extent permitted by Section 2.11 and
reborrow at any time during the Revolving Credit Period under
this Section.

     Section 2.02  Notice of Committed Borrowing.  The relevant
Borrower shall give the Agent notice (a "Notice of Committed
Borrowing") not later than 12:00 Noon (New York City time) on
(w) the date of each Base Rate Borrowing, (x) the second Domestic
Business Day before each CD Borrowing, (y) the third Euro-Dollar
Business Day before each Euro-Dollar Borrowing and (z) the fifth
Euro-Currency Business Day before each Euro-Currency Borrowing in
an Alternative Currency, specifying:

           (i) the date of such Borrowing, which shall be a
     Domestic Business Day in the case of a Domestic Borrowing or
     a Euro-Currency Business Day for the relevant currency in
     the case of a Euro-Currency Borrowing;

          (ii) the currency and aggregate amount (in such
     currency) of such Borrowing;

         (iii) whether the Loans comprising such Borrowing are to
     bear interest initially at the Base Rate, a CD Rate or a
     Euro-Currency Rate;

          (iv) in the case of a CD Borrowing or a Euro-Currency
     Borrowing, the duration of the initial Interest Period
     applicable thereto, subject to the provisions of the
     definition of Interest Period;

           (v) whether the proceeds of such Borrowing are to be
     used to repay other Loans (and, if so, identifying such
     other Loans); and

          (vi) the currency and aggregate principal amount (in
     such currency) outstanding of Substitute Subsidiary Loans
     and Alternative Currency Loans.

     Section 2.03.  Money Market Borrowings.

     (a)  The Money Market Option.  In addition to Committed
Borrowings pursuant to Section 2.01, any Borrower may, as set
forth in this Section, request the Banks to make offers to make
Money Market Loans to such Borrower from time to time during the
Revolving Credit Period. The Banks may, but shall have no
obligation to, make such offers and such Borrower may, but shall
have no obligation to, accept any such offers in the manner set
forth in this Section.

<PAGE>
     (b)  Money Market Quote Request.  When a Borrower wishes to
request offers to make Money Market Loans under this Section, it
shall transmit to the Agent by telex or facsimile a Money Market
Quote Request substantially in the form of Exhibit B hereto so as
to be received by the Agent:

          (1)  at its New York Office not later than 12:00 Noon
     (New York City time) on (x) the fifth Euro-Currency Business
     Day before the date of Borrowing proposed therein, in the
     case of a LIBOR Auction in an Alternative Currency, (y) the
     fourth Euro-Dollar Business Day before the date of Borrowing
     proposed therein, in the case of a LIBOR Auction in Dollars
     or (z) the Domestic Business Day next preceding the date of
     Borrowing proposed therein, in the case of an Absolute Rate
     Auction in Dollars, or

          (2)  at its London Office not later than 12:00 Noon
     (London time) on the Euro-Currency Business Day next
     preceding the date of Borrowing proposed therein, in the
     case of an Absolute Rate Auction in an Alternative Currency,

or, in any such case, such other time or date as the Company and
the Agent shall have mutually agreed and shall have notified to
the Banks not later than the date of the Money Market Quote
Request for the first LIBOR Auction or Absolute Rate Auction for
which such change is to be effective.  Each such Money Market
Quote Request shall specify:

           (i) the proposed date of Borrowing, which shall be
     (x) a Euro-Currency Business Day in the case of an Absolute
     Rate Auction in an Alternative Currency or a LIBOR Auction
     or (y) a Domestic Business Day in the case of an Absolute
     Rate Auction in Dollars,

          (ii) the proposed currency and aggregate amount (in
     such currency) of such Borrowing, which shall not be less
     than $10,000,000 in aggregate Dollar Amount,

         (iii) the duration of the Interest Period applicable
     thereto, subject to the provisions of the definition of
     Interest Period, and

          (iv) whether the Money Market Quotes requested are to
     set forth a Money Market Margin or a Money Market Absolute
     Rate.

A Borrower may request offers to make Money Market Loans for more
than one Interest Period in a single Money Market Quote Request.
No Money Market Quote Request shall be given within five
Euro-Currency Business Days (or such other number of days as the
Company and the Agent may agree) of any other Money Market Quote
Request for a Money Market Borrowing in the same currency.

<PAGE>
     (c)  Invitation for Money Market Quotes.  Promptly after
receiving a Money Market Quote Request, the Agent shall send to
the Banks by telex or facsimile an Invitation for Money Market
Quotes substantially in the form of Exhibit C hereto, which shall
constitute an invitation by the relevant Borrower to each Bank to
submit Money Market Quotes offering to make the Money Market
Loans to such Borrower to which such Money Market Quote Request
relates in accordance with this Section.

     (d)  Submission and Contents of Money Market Quotes.

           (i) Each Bank may submit a Money Market Quote
containing an offer or offers to make Money Market Loans in
response to any Invitation for Money Market Quotes.  Each Money
Market Quote must comply with the requirements of this
subsection (d) and must be submitted to the Agent by telex or
facsimile:

          (1)  at its New York Office (x) not later than
     2:00 P.M. (New York City time) on the fifth Euro-Currency
     Business Day before the proposed date of Borrowing, in the
     case of a LIBOR Auction in an Alternative Currency,
     (y) 2:00 P.M. (New York City time) on the fourth Euro-Dollar
     Business Day before the proposed date of Borrowing, in the
     case of a LIBOR Auction in Dollars, or (z) 9:30 A.M. (New
     York City time) on the proposed date of Borrowing, in the
     case of an Absolute Rate Auction in Dollars, or

          (2)  at its London Office not later than 9:30 A.M.
     (London time) on the proposed date of Borrowing, in the case
     of an Absolute Rate Auction in an Alternative Currency,

or, in any such case, such other time or date as the Company and
the Agent shall have mutually agreed and shall have notified to
the Banks not later than the date of the Money Market Quote
Request for the first LIBOR Auction or Absolute Rate Auction for
which such change is to be effective; provided that Money Market
Quotes submitted by the Agent (or any affiliate of the Agent) in
the capacity of a Bank may be submitted, and may only be
submitted, if the Agent or such affiliate notifies the relevant
Borrower of the terms of the offer or offers contained therein
not later than (x) one hour prior to the deadline for the other
Banks, in the case of a LIBOR Auction or (y) 15 minutes prior to
the deadline for the other Banks, in the case of an Absolute Rate
Auction.  Subject to Articles 3 and 6, any Money Market Quote so
made shall not be revocable except with the written consent of
the Agent given on the instructions of the relevant Borrower.

          (ii) Each Money Market Quote shall be substantially in
the form of Exhibit D hereto and shall in any case specify:

               (A)  the proposed date of Borrowing,

<PAGE>
               (B)  the principal amount (in the relevant
          currency) of the Money Market Loan for which each such
          offer is being made, which principal amount (w) may be
          greater than or less than the Commitment of the quoting
          Bank, (x) must not be less than $5,000,000 in Dollar
          Amount, (y) may not exceed the principal amount of
          Money Market Loans for which offers were requested and
          (z) may be subject to an aggregate limitation as to the
          principal amount of Money Market Loans for which offers
          being made by such quoting Bank may be accepted,

               (C)  in the case of a LIBOR Auction, the margin
          above or below the applicable London Interbank Offered
          Rate (the "Money Market Margin") offered for each such
          Money Market Loan, expressed as a percentage (specified
          to the nearest 1/10,000th of 1%) to be added to or
          subtracted from such base rate,

               (D)  in the case of an Absolute Rate Auction, the
          rate of interest per annum (specified to the nearest
          1/10,000th of 1%) (the "Money Market Absolute Rate")
          offered for each such Money Market Loan, and

               (E)  the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by
the quoting Bank with respect to each Interest Period specified
in the related Invitation for Money Market Quotes.

         (iii) Any Money Market Quote shall be disregarded if it:

               (A)  is not substantially in conformity with
          Exhibit D hereto or does not specify all of the
          information required by subsection (d)(ii) above;

               (B)  contains qualifying, conditional or similar
          language;

               (C)  proposes terms other than or in addition to
          those set forth in the applicable Invitation for Money
          Market Quotes; or

               (D)  arrives after the time set forth in
          subsection (d)(i) above.

     (e)  Notice to Borrower.  The Agent shall promptly notify
the relevant Borrower of the terms of (i) any Money Market Quote
submitted by a Bank that is in accordance with subsection (d)
above and (ii) any Money Market Quote that amends, modifies or is
otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market
Quote Request.  Any such subsequent Money Market Quote shall be
disregarded by the Agent unless such subsequent Money Market
Quote is submitted solely to correct a manifest error in such
former Money Market Quote. The Agent's notice to such Borrower
shall specify (A) the aggregate principal amount of Money Market
Loans for which offers have been received for each Interest
Period specified in the related Money Market Quote Request,
(B) the respective principal amounts and Money Market Margins or
Money Market Absolute Rates, as the case may be, so offered and
(C) if applicable, limitations on the aggregate principal amount
of Money Market Loans for which offers in any single Money Market
Quote may be accepted.

     (f)  Acceptance and Notice by Borrower.  The relevant
Borrower shall notify the Agent of its acceptance or non-
acceptance of the offers notified to it pursuant to
subsection (e):

          (1)  at its New York Office not later than 10:30 A.M.
     (New York City time) on (x) the fourth Euro-Currency
     Business Day before the proposed date of Borrowing, in the
     case of a LIBOR Auction in an Alternative Currency, (y) the
     third Euro-Dollar Business Day before the proposed date of
     Borrowing, in the case of a LIBOR Auction in Dollars or
     (z) the proposed date of Borrowing, in the case of an
     Absolute Rate Auction in Dollars, or

          (2)  at its London Office not later than 10:30 A.M.
     (London time) on the proposed date of Borrowing, in the case
     of an Absolute Rate Auction in an Alternative Currency,

or, in any such case, such other time or date as the Company and
the Agent shall have mutually agreed and shall have notified to
the Banks not later than the date of the Money Market Quote
Request for the first LIBOR Auction or Absolute Rate Auction for
which such change is to be effective.  In the case of acceptance,
such notice (a "Notice of Money Market Borrowing") shall specify
the aggregate principal amount of offers for each Interest Period
that are accepted.  The relevant Borrower may accept any Money
Market Quote in whole or in part; provided that:

           (i) the aggregate principal amount of each Money
     Market Borrowing may not exceed the applicable amount set
     forth in the related Money Market Quote Request;

          (ii) the aggregate Dollar Amount of each Money Market
     Borrowing must not be less than $10,000,000;

         (iii) acceptance of offers may only be made on the basis
     of ascending Money Market Margins or Money Market Absolute
     Rates, as the case may be; and

          (iv) the relevant Borrower may not accept any offer
     that is described in subsection (d)(iii) or that otherwise
     fails to comply with the requirements of this Agreement.

<PAGE>
     (g)  Allocation by Agent. If offers are made by two or more
Banks with the same Money Market Margins or Money Market Absolute
Rates, as the case may be, for a greater aggregate principal
amount than the amount in respect of which such offers are
accepted for the related Interest Period, the principal amount of
Money Market Loans in respect of which such offers are accepted
shall be allocated by the Agent among such Banks as nearly as
possible (in multiples of $1,000,000 or the equivalent thereof in
the relevant Alternative Currency, as the Agent may deem
appropriate) in proportion to the aggregate principal amounts of
such offers. Determinations by the Agent of the amounts of Money
Market Loans shall be conclusive in the absence of manifest
error.

     Section 2.04.  Notice to Banks; Funding of Loans.

     (a)  Promptly after receiving a Notice of Borrowing, the
Agent shall notify each Bank of the contents thereof and of such
Bank's share (if any) of such Borrowing and such Notice of
Borrowing shall not thereafter be revocable by the relevant
Borrower.

     (b)  On the date of each Borrowing, each Bank participating
therein shall:

           (i) if such Borrowing is to be made in Dollars, make
     available its share of such Borrowing in Dollars not later
     than 2:00 P.M. (New York City time), in Federal or other
     funds immediately available in New York City, to the Agent
     at its New York Office; or

          (ii) if such Borrowing is to be made in an Alternative
     Currency, make available its share of such Borrowing in such
     Alternative Currency (in such funds as may then be customary
     for the settlement of international transactions in such
     Alternative Currency) to the account of the Agent at such
     time and place as shall have been notified by the Agent to
     the Banks by at least two Euro-Currency Business Days'
     notice.

Unless the Agent determines that any applicable condition
specified in Article 3 has not been satisfied, the Agent will
make the funds so received from the Banks available to the
relevant Borrower at the Agent's aforesaid address.

     (c)  Unless the Agent shall have received notice from a Bank
before the date of any Borrowing that such Bank will not make
available to the Agent such Bank's share of such Borrowing, the
Agent may assume that such Bank has made such share available to
the Agent on the date of such Borrowing in accordance with
subsection (b) of this Section and the Agent may, in reliance
upon such assumption, make available to the relevant Borrower on
such date a corresponding amount.  If and to the extent that such
Bank shall not have so made such share available to the Agent,
such Bank and the relevant Borrower severally agree to repay to
the Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such amount is
made available to the relevant Borrower until the date such
amount is repaid to the Agent, at (i) if such amount is repaid by
the relevant Borrower, a rate per annum equal to the higher of
the Federal Funds Rate and the interest rate applicable thereto
pursuant to Section 2.07 and (ii) if such amount is repaid by
such Bank, the Federal Funds Rate (if such Borrowing is in
Dollars) or the applicable London Interbank Offered Rate (if such
Borrowing is in an Alternative Currency).  If such Bank shall
repay to the Agent such corresponding amount, the amount so
repaid by such Bank shall constitute such Bank's Loan included in
such Borrowing for purposes of this Agreement.

     Section 2.05.  Notes.

     (a)  The Loans of each Bank to each Borrower shall be
evidenced by a single Note of such Borrower payable to the order
of such Bank for the account of its Applicable Lending Office in
an amount equal to the aggregate unpaid principal amount of such
Loans.

     (b)  Each Bank may, by notice to a Borrower and the Agent,
request that its Loans of a particular type or currency be
evidenced by a separate Note in an amount equal to the aggregate
unpaid principal amount of such Loans.  Each such Note shall be
in substantially the form of Exhibit A hereto with appropriate
modifications to reflect the fact that it evidences solely Loans
of the relevant type or currency.  Each reference in this
Agreement to the "Note" of such Bank shall be deemed to refer to
and include any or all of such Notes, as the context may require.

     (c)  Upon receipt of each Bank's Note pursuant to
Section 3.01(a) or 3.03(a), the Agent shall forward such Note to
such Bank.  Each Bank shall record the date, amount, type and
currency of each Loan made by it and the date and amount of each
payment of principal made by the Borrower with respect thereto,
and may, if such Bank so elects in connection with any transfer
or enforcement of its Note, endorse on the schedule forming a
part thereof appropriate notations to evidence the foregoing
information with respect to each such Loan then outstanding;
provided that the failure of any Bank to make any such
recordation or endorsement shall not affect the obligations of
any Borrower hereunder or under the Notes.  Each Bank is hereby
irrevocably authorized by each Borrower so to endorse its Notes
and to attach to and make a part of any Note a continuation of
any such schedule as and when required.

     Section 2.06.  Maturity of Loans.

     (a)  Each Committed Loan shall mature, and the principal
amount thereof shall be due and payable (together with interest
accrued thereon), on the Termination Date.

     (b)  Each Money Market Loan included in any Money Market
Borrowing shall mature, and the principal amount thereof shall be
due and payable (together with interest accrued thereon), on the
last day of the Interest Period applicable to such Borrowing.

     Section 2.07.  Interest Rates.

     (a)  Each Base Rate Loan shall bear interest on the
outstanding principal amount thereof, for each day from the date
such Loan is made until it becomes due, at a rate per annum equal
to the Base Rate for such day. Such interest shall be payable
quarterly in arrears on each Quarterly Payment Date and, with
respect to the principal amount of any Base Rate Loan converted
to a CD Loan or a Euro-Dollar Loan, on the date such amount is so
converted. Any overdue principal of or interest on any Base Rate
Loan shall bear interest, payable on demand, for each day until
paid at a rate per annum equal to the sum of 2% plus the Base
Rate for such day.

     (b)  Each CD Loan shall bear interest on the outstanding
principal amount thereof, for each day during each Interest
Period applicable thereto, at a rate per annum equal to the sum
of the CD Margin for such day plus the Adjusted CD Rate
applicable to such Interest Period; provided that if any CD Loan
shall, as a result of clause (2)(b) of the definition of Interest
Period, have an Interest Period of less than 30 days, such CD
Loan shall bear interest for each day during such Interest Period
at the Base Rate for such day. Such interest shall be payable for
each Interest Period on the last day thereof and, if such
Interest Period is longer than 90 days, at intervals of 90 days
after the first day thereof.  Any overdue principal of or
interest on any CD Loan shall bear interest, payable on demand,
for each day until paid at a rate per annum equal to the sum of
2% plus the higher of (i) the Base Rate for such day and (ii) the
sum of the CD Margin plus the Adjusted CD Rate applicable to such
Loan on the day before such payment was due.

          The "Adjusted CD Rate" applicable to any Interest
Period means a rate per annum determined pursuant to the
following formula:

               [ CDBR        ]*
     ACDR =    [---------------] + AR
               [ 1.00 - DRP ]

     ACDR =    Adjusted CD Rate
     CDBR =    CD Base Rate
     DRP  =    Domestic Reserve Percentage
     AR   =    Assessment Rate

     __________
     *The amount in brackets being rounded upward, if necessary,
to the next higher 1/100 of 1%

          The "CD Base Rate" applicable to any Interest Period is
the rate of interest determined by the Agent to be the average
(rounded upward, if necessary, to the next higher 1/100 of 1%) of
the prevailing rates per annum bid at 10:00 A.M. (New York City
time) (or as soon thereafter as practicable) on the first day of
such Interest Period by two or more New York certificate of
deposit dealers of recognized standing for the purchase at face
value from each CD Reference Bank of its certificates of deposit
in an amount comparable to the principal amount of the CD Loan of
such CD Reference Bank to which such Interest Period applies and
having a maturity comparable to such Interest Period.

          "Domestic Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such
day, as prescribed by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum
reserve requirement (including without limitation any basic,
supplemental or emergency reserves) for a member bank of the
Federal Reserve System in New York City with deposits exceeding
five billion dollars in respect of new non-personal time deposits
in Dollars in New York City having a maturity comparable to the
related Interest Period and in an amount of $100,000 or more. 
The Adjusted CD Rate shall be adjusted automatically on and as of
the effective date of any change in the Domestic Reserve
Percentage.

          "Assessment Rate" means for any day the annual
assessment rate in effect on such day which is payable by a
member of the Bank Insurance Fund classified as adequately
capitalized and within supervisory subgroup "A" (or a comparable
successor assessment risk classification) within the meaning of
12 C.F.R. section 327.4(a) (or any successor provision) to the
Federal Deposit Insurance Corporation (or any successor) for such
Corporation's (or such successor's) insuring time deposits at
offices of such institution in the United States.  The Adjusted
CD Rate shall be adjusted automatically on and as of the
effective date of any change in the Assessment Rate.

     (c)  Each Euro-Currency Loan shall bear interest on the
outstanding principal amount thereof, for each day during each
Interest Period applicable thereto, at a rate per annum equal to
the sum of the Euro-Currency Margin for such day plus the London
Interbank Offered Rate applicable to such Interest Period. Such
interest shall be payable for each Interest Period on the last
day thereof and, if such Interest Period is longer than three
months, at intervals of three months after the first day thereof.

          The "London Interbank Offered Rate" applicable to any
Interest Period means the average (rounded upward, if necessary,
to the next higher 1/16 of 1%) of the respective rates per annum
at which deposits in the relevant currency are offered to each of
the Euro-Currency Reference Banks in the London interbank market
at approximately 11:00 A.M. (London time) two Euro-Currency
Business Days before the first day of such Interest Period in an
amount approximately equal to the principal amount of the
Euro-Currency Loan of such Euro-Currency Reference Bank to which
such Interest Period is to apply and for a period of time
comparable to such Interest Period.

     (d)  Any overdue principal of or interest on any
Euro-Currency Loan shall bear interest, payable on demand, for
each day until paid at a rate per annum equal to (A) the higher
of (i) the sum of 2% plus the Euro-Currency Margin for such day
plus the London Interbank Offered Rate applicable to such Loan on
the day before such payment was due and (ii) the sum of 2% plus
the Euro-Currency Margin for such day plus a rate per annum equal
to the quotient obtained (rounded upward, if necessary, to the
next higher 1/100 of 1%) by dividing (x) the average (rounded
upward, if necessary, to the next higher 1/16 of 1%) of the
respective rates per annum at which one day (or, if such amount
due remains unpaid more than three Euro-Currency Business Days,
then for such other period of time not longer than three months
as the Agent may select) deposits in the relevant currency in an
amount approximately equal to such overdue payment due to each of
the Euro-Currency Reference Banks are offered to such
Euro-Currency Reference Bank in the London interbank market for
the applicable period determined as provided above by (y) 1.00
minus the Euro-Currency Reserve Percentage or (B) if the
circumstances described in clause (a) or (b) of Section 8.01
shall exist, at a rate per annum equal to the sum of 2% plus the
Base Rate for such day.

     (e)  Subject to Section 8.01, each Money Market LIBOR Loan
shall bear interest on the outstanding principal amount thereof,
for the Interest Period applicable thereto, at a rate per annum
equal to the sum of the London Interbank Offered Rate for such
Interest Period (determined in accordance with Section 2.07(c) as
if the related Money Market LIBOR Borrowing were a Committed
Euro-Currency Borrowing) plus (or minus) the Money Market Margin
quoted by the Bank making such Loan.  Each Money Market Absolute
Rate Loan shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate
per annum equal to the Money Market Absolute Rate quoted by the
Bank making such Loan.  Such interest shall be payable for each
Interest Period on the last day thereof and, if such Interest
Period is longer than three months, at intervals of three months
after the first day thereof.  Any overdue principal of or
interest on any Money Market Loan shall bear interest, payable on
demand, for each day until paid (i) in the case of Money Market
Loans denominated in Dollars, at a rate per annum equal to the
sum of 2% plus the Base Rate for such day and (ii) in the case of
Money Market Loans denominated in an Alternative Currency, at a
rate per annum determined in accordance with Section 2.07(d) as
if such Money Market Loans were Euro-Currency Loans.

     (f)  The Agent shall determine each interest rate applicable
to the Loans hereunder. The Agent shall give prompt notice to the
relevant Borrower and the participating Banks of each rate of
interest so determined, and its determination thereof shall be
conclusive in the absence of clearly demonstrable error.

     (g)  Each Reference Bank agrees to use its best efforts to
furnish quotations to the Agent as contemplated by this Section.
If any Reference Bank does not furnish a timely quotation, the
Agent shall determine the relevant interest rate on the basis of
the quotation or quotations furnished by the remaining Reference
Bank or Banks or, if none of such quotations is available on a
timely basis, the provisions of Section 8.01 shall apply.

     Section 2.08.  Method of Electing Interest Rates.

     (a)  The Dollar-Denominated Loans included in each Committed
Borrowing shall bear interest initially at the type of rate
specified by the relevant Borrower in the applicable Notice of
Committed Borrowing.  Thereafter, the relevant Borrower may from
time to time elect to change or continue the type of interest
rate borne by each Group of Loans (subject to subsection (d) of
this Section and the provisions of Article 8), as follows:

           (i) if such Loans are Base Rate Loans, the relevant
     Borrower may elect to convert such Loans to CD Loans as of
     any Domestic Business Day or to Euro-Dollar Loans as of any
     Euro-Dollar Business Day;

          (ii) if such Loans are CD Loans, the relevant Borrower
     may elect to convert such Loans to Base Rate Loans or
     Euro-Dollar Loans or elect to continue such Loans as CD
     Loans for an additional Interest Period, subject to
     Section 2.13 if any such conversion is effective on any day
     other than the last day of an Interest Period applicable to
     such Loans; and

         (iii) if such Loans are Euro-Dollar Loans, the relevant
     Borrower may elect to convert such Loans to Base Rate Loans
     or CD Loans or elect to continue such Loans as Euro-Dollar
     Loans for an additional Interest Period, subject to
     Section 2.13 if any such conversion is effective on any day
     other than the last day of an Interest Period applicable to
     such Loans.

Each such election shall be made by delivering a notice (a
"Notice of Interest Rate Election") to the Agent not later than
12:00 Noon (New York City time) on the third Euro-Dollar Business
Day before the conversion or continuation selected in such notice
is to be effective (unless the relevant Loans are to be converted
from Domestic Loans of one Type to Domestic Loans of the other
Type or are CD Loans to be continued as CD Loans for an
additional Interest Period, in which case such notice shall be
delivered to the Agent not later than 12:00 Noon (New York City
time) on the second Domestic Business Day before such conversion
or continuation is to be effective).  A Notice of Interest Rate
Election may, if it so specifies, apply to only a portion of the
aggregate principal amount of the relevant Group of Loans;
provided that (i) such portion is allocated ratably among the
Loans comprising such Group and (ii) the portion to which such
Notice applies, and the remaining portion to which it does not
apply, are each at least $10,000,000 (unless such portion is
comprised of Base Rate Loans).  If no such notice is timely
received before the end of an Interest Period for any Group of CD
Loans or Euro-Dollar Loans, the relevant Borrower shall be deemed
to have elected that such Group of Loans be converted to Base
Rate Loans at the end of such Interest Period.

     (b)  Each Notice of Interest Rate Election shall specify:

           (i) the Group of Loans (or portion thereof) to which
     such notice applies;

          (ii) the date on which the conversion or continuation
     selected in such notice is to be effective, which shall
     comply with the applicable clause of subsection (a) above;

         (iii) if the Loans comprising such Group are to be
     converted, the new Type of Loans and, if the Loans resulting
     from such conversion are to be CD Loans or Euro-Dollar
     Loans, the duration of the next succeeding Interest Period
     applicable thereto; and

          (iv) if such Loans are to be continued as CD Loans or
     Euro-Dollar Loans for an additional Interest Period, the
     duration of such additional Interest Period.

Each Interest Period specified in a Notice of Interest Rate
Election shall comply with the provisions of the definition of
Interest Period.

     (c)  Promptly after receiving a Notice of Interest Rate
Election from the relevant Borrower pursuant to subsection (a)
above, the Agent shall notify each Bank of the contents thereof
and such notice shall not thereafter be revocable by such
Borrower.

     (d)  The relevant Borrower shall not be entitled to elect to
convert any Committed Loans to, or continue any Committed Loans
for an additional Interest Period as, CD Loans or Euro-Dollar
Loans if (i) the aggregate principal amounts of any Group of CD
Loans or Euro-Dollar Loans created or continued as a result of
such election would be less than $10,000,000 or (ii) a Default
shall have occurred and be continuing when the relevant Borrower
delivers notice of such election to the Agent.

     (e)  The initial Interest Period for each Group of
Alternative Currency Loans shall be specified by the relevant
Borrower in the applicable Notice of Borrowing.  The relevant
Borrower may specify the duration of each subsequent Interest
Period applicable to such Group of Loans by delivering to the
Agent, not later than 12:00 Noon (New York City time) on the
fourth Euro-Currency Business Day before the end of the
immediately preceding Interest Period, a notice specifying the
Group of Loans to which such notice applies and the duration of
such subsequent Interest Period (which shall comply with the
provisions of the definition of Interest Period).  Such notice
may, if it so specifies, apply to only a portion of the aggregate
principal amount of the relevant Group of Loans; provided that
(i) such portion is allocated ratably among the Loans comprising
such Group and (ii) the Dollar Amounts of the portion to which
such notice applies, and the remaining portion to which it does
not apply, are each at least $10,000,000.  If no such Notice of
Interest Rate Election is timely received by the Agent before the
end of any applicable Interest Period, the relevant Borrower
shall be deemed to have elected that the subsequent Interest
Period for such Group of Loans shall have a duration of one month
(subject to the provisions of the definition of Interest Period).

     Section 2.09.  Fees.

     (a)  The Company shall pay to the Agent, for the account of
the Banks, a facility fee at the Facility Fee Rate (determined
daily in accordance with the Pricing Schedule). Such facility fee
shall accrue (i) for each day from and including the Effective
Date to but excluding the date on which the Commitments terminate
in their entirety, on the aggregate amount of the Commitments
(whether used or unused) and (ii) for each day from and including
such date of termination to but excluding the date on which no
Loans are outstanding, on the aggregate Dollar Amount of the
Loans outstanding on such day. Such facility fee shall be
allocated among the Banks ratably in proportion to their
Commitments; provided that any facility fee accruing after the
Commitments terminate in their entirety shall be allocated among
the Banks ratably in proportion to the outstanding Dollar Amounts
of their respective Loans.  Accrued fees under this subsection
(a) shall be payable quarterly in arrears on each Quarterly
Payment Date and on the date on which the Commitments terminate
in their entirety (and, if later, the first day on which no Loans
are outstanding).

     (b)  The Company shall pay to the Agent on the Closing Date
for the account of each Bank, a participation fee in the amount
heretofore mutually agreed.

     Section 2.10.  Termination or Reduction of Commitments.

     (a)  The Company may, upon at least three Domestic Business
Days' notice to the Agent, (i) terminate the Commitments at any
time, if no Loans are outstanding at such time, or (ii) ratably
reduce from time to time by an aggregate amount of $10,000,000 or
a larger multiple of $5,000,000, the aggregate amount of the
Commitments in excess of the aggregate outstanding Dollar Amount
of the Loans. Promptly after receiving a notice pursuant to this
<PAGE>
subsection, the Agent shall notify each Bank of the contents
thereof.

     (b)  Unless previously terminated, the Commitments shall
terminate in their entirety on the Termination Date.

     (c)  If a Change of Control shall occur (i) the Company
will, within ten days after the occurrence thereof, give each
Bank notice thereof and shall describe in reasonable detail the
facts and circumstances giving rise thereto and (ii) Banks having
more than 50% in aggregate amount of the Commitments may, by
three Domestic Business Days' notice to the Company through the
Agent given not later than 60 days after such Change of Control,
terminate the Commitments, which shall thereupon be terminated,
and declare the Notes (together with accrued interest thereon)
and any other amounts payable hereunder to be, and the Notes and
such other amounts shall thereupon become, immediately due and
payable without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower.

          For purposes of this Agreement, a "Change of Control"
shall occur if:

          (a)  The Company shall cease to be a Subsidiary of BCC
     and (i) any person or group of persons (within the meaning
     of Section 13 or 14 of the Exchange Act) shall have acquired
     beneficial ownership (within the meaning of Rule 13d-3
     promulgated by the SEC under the Exchange Act) of 35% or
     more of the outstanding shares of common stock of the
     Company or (ii) during any period of 24 consecutive calendar
     months, individuals who were directors of the Company on the
     first day of such period (including for this purpose any new
     director whose election or nomination for election by the
     Company's stockholders was approved by a vote of at least
     two-thirds of the directors then still in office who were
     directors at the beginning of such period) shall cease to
     constitute a majority of the board of directors of the
     Company; or

          (b)  at any time while the Company is a Subsidiary of
     BCC, BCC shall create, assume or suffer to exist any Lien
     (excluding judgment liens unless such judgment liens
     continue unsatisfied and unstayed for a period of
     45 consecutive days) on any capital stock of the Company
     owned by BCC or any BCC Subsidiary.

     Section 2.11.  Optional Prepayments.

     (a)  Subject in the case of Fixed Rate Loans to
Section 2.13, any Borrower may, (i) upon notice to the Agent by
12:00 Noon (New York City time) on the Domestic Business Day
prior to the date of such prepayment, prepay any Group of
Domestic Loans (or any Money Market Borrowing bearing interest at
the Base Rate pursuant to Section 8.01), (ii) upon notice to the
Agent by 12:00 Noon (New York City time) on the third
Euro-Currency Business Day prior to the date of such prepayment,
prepay any Group of Euro-Dollar Loans or (iii) upon notice to the
Agent by 12:00 Noon (New York City time) on the fourth
Euro-Currency Business Day prior to the date of such prepayment,
prepay any Group of Euro-Currency Loans denominated in an
Alternative Currency, in each case in whole at any time, or from
time to time in part in an aggregate Dollar Amount not less than
$10,000,000, by paying (in the relevant currency) the principal
amount to be prepaid together with interest accrued thereon to
the date of prepayment. Each such optional prepayment shall be
applied to prepay ratably the Loans of the several Banks included
in such Group of Loans (or such Money Market Borrowing).

     (b)  Except as provided in subsection (a) above, no Borrower
may prepay all or any portion of the principal amount of any
Money Market Loan before the maturity thereof without the consent
of the holder of such Money Market Loan.

     (c)  Promptly after receiving a notice of prepayment
pursuant to this Section, the Agent shall notify each Bank of the
contents thereof and of such Bank's ratable share (if any) of
such prepayment, and such notice shall not thereafter be
revocable by the relevant Borrower.

     Section 2.12.  General Provisions as to Payments.

     (a)  Each payment of principal of, and interest on, the
Dollar-Denominated Loans and of fees hereunder shall be made not
later than 2:00 P.M. (New York City time) on the date when due,
in Federal or other funds immediately available in New York City,
to the Agent at its New York Office.  Each payment of principal
of, and interest on, the Alternative Currency Loans shall be made
in the relevant Alternative Currency in such funds as may then be
customary for the settlement of international transactions in
such Alternative Currency, for the account of the Agent at such
time and at such place as shall have been notified by the Agent
to the relevant Borrower and the Banks by at least two Domestic
Business Days' notice.  Each such payment shall be made
irrespective of any set-off, counterclaim or defense to payment
which might in the absence of this provision be asserted by any
Borrower against the Agent or any Bank.  The Agent will promptly
distribute to each Bank its ratable share of each such payment
received by the Agent for the account of the Banks.  Whenever any
payment of principal of, or interest on, the Domestic Loans or of
fees shall be due on a day which is not a Domestic Business Day,
the date for payment thereof shall be extended to the next
succeeding Domestic Business Day.  Whenever any payment of
principal of, or interest on, the Euro-Currency Loans shall be
due on a day which is not a Euro-Currency Business Day, the date
for payment thereof shall be extended to the next succeeding
Euro-Currency Business Day unless such Euro-Currency Business Day
falls in another calendar month, in which case the date for
payment thereof shall be the next preceding Euro-Currency
Business Day.  Whenever any payment of principal of, or interest
on, the Money Market Loans shall be due on a day which is not a
Euro-Currency Business Day, the date for payment thereof shall be
extended to the next succeeding Euro-Currency Business Day.  If
the date for any payment of principal is extended by operation of
law or otherwise, interest thereon shall be payable for such
extended time.

     (b)  Unless a Borrower notifies the Agent before the date on
which any payment is due from such Borrower to the Banks
hereunder that such Borrower will not make such payment in full,
the Agent may assume that such Borrower has made such payment in
full to the Agent on such date and the Agent may, in reliance on
such assumption, cause to be distributed to each Bank on such due
date an amount equal to the amount then due such Bank. If and to
the extent that such Borrower shall not have so made such
payment, each Bank shall repay to the Agent forthwith on demand
such amount distributed to such Bank together with interest
thereon, for each day from the date such amount is distributed to
such Bank until the date such Bank repays such amount to the
Agent, at (i) the Federal Funds Rate (if such amount was
distributed in Dollars) or (ii) the rate per annum at which one
day deposits in the relevant currency are offered to the Agent in
the London interbank market for such day (if such amount was
distributed in an Alternative Currency).

     Section 2.13.  Funding Losses.

     (a)  If a Borrower makes any payment of principal with
respect to any Fixed Rate Loan or any Dollar-Denominated Fixed
Rate Loan is converted to a different Type of Loan (whether such
payment or conversion is pursuant to Article 2, 6 or 8 or
otherwise) on any day other than the last day of an Interest
Period applicable thereto, or the last day of an applicable
period fixed pursuant to Section 2.07(d), or if a Borrower fails
to borrow, prepay, convert or continue any Fixed Rate Loans after
notice has been given to any Bank in accordance with
Section 2.04(a), 2.08(c), 2.11(c) or 2.19, the Company shall
reimburse each Bank within 15 days after demand for any resulting
loss or expense incurred by it (or by an existing or prospective
Participant in the related Loan), including (without limitation)
any loss incurred in obtaining, liquidating or employing deposits
from third parties, but excluding loss of margin for the period
after such payment or conversion or failure to borrow, prepay,
convert or continue; provided that such Bank shall have delivered
to the Company a certificate as to the amount of such loss or
expense, which certificate shall be conclusive in the absence of
clearly demonstrable error.

     Section 2.14.  Computation of Interest and Fees.  Interest
based on the Prime Rate hereunder shall be computed on the basis
of a year of 365 days (or 366 days in a leap year) and paid for
the actual number of days elapsed (including the first day but
excluding the last day).  All other interest and fees shall be
computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but
excluding the last day).

     Section 2.15.  Compensation for Euro-Currency Reserve
Requirements.

     (a)  If and so long as a reserve requirement of the type
described in the definition of "Euro-Currency Reserve Percentage"
is prescribed by the Board of Governors of the Federal Reserve
System (or any successor), each Bank subject to such requirement
may require each Regulation D Borrower to pay, contemporaneously
with each payment of interest on each of such Bank's
Euro-Currency Loans to such Regulation D Borrower, additional
interest on such Euro-Currency Loan at a rate per annum
determined by such Bank up to but not exceeding the excess of
(i) (A) the applicable London Interbank Offered Rate divided by
(B) one minus the Euro-Currency Reserve Percentage over (ii) the
applicable London Interbank Offered Rate.

     (b)  Any Bank wishing to require payment of additional
interest pursuant to this Section (i) shall so notify the Company
and the Agent, in which case such additional interest on the
relevant Euro-Currency Loans of such Bank shall be payable to
such Bank at the place indicated in such notice with respect to
each applicable Interest Period commencing at least three
Euro-Currency Business Days after the giving of such notice and
(ii) shall notify each Regulation D Borrower, at least five
Euro-Currency Business Days before each date on which interest is
payable on such Euro-Currency Loans to such Regulation D
Borrower, of the additional amount then due to such Bank under
this Section.

     Section 2.16.  Judgment Currency.  If for the purpose of
obtaining judgment in any court it is necessary to convert a sum
due from any Borrower hereunder or under any of the Notes in the
currency expressed to be payable herein (the "specified
currency") into another currency, the parties hereto agree, to
the fullest extent that they may effectively do so, that the rate
of exchange used shall be that at which in accordance with normal
banking procedures the Agent could purchase the specified
currency with such other currency at the Agent's New York Office
on the Euro-Currency Business Day preceding that on which final
judgment is given.  The obligations of each Borrower in respect
of any sum due to any Bank or the Agent hereunder or under any
Note shall, notwithstanding any judgment in a currency other than
the specified currency, be discharged only to the extent that on
the Euro-Currency Business Day following receipt by such Bank or
the Agent (as the case may be) of any sum adjudged to be so due
in such other currency such Bank or the Agent (as the case may
be) may in accordance with normal banking procedures purchase the
specified currency with such other currency.  If the amount of
the specified currency so purchased is less than the sum
originally due to such Bank or the Agent, as the case may be, in
the specified currency, each Borrower agrees, to the fullest
extent that it may effectively do so, as a separate obligation
and notwithstanding any such judgment, to indemnify such Bank or
the Agent, as the case may be, against such loss, and if the
amount of the specified currency so purchased exceeds (a) the sum
originally due to any Bank or the Agent, as the case may be, in
the specified currency and (b) any amounts shared with other
Banks as a result of allocations of such excess as a
disproportionate payment to such Bank under Section 11.04, such
Bank or the Agent, as the case may be, agrees to remit such
excess to the appropriate Borrower.

     Section 2.17.  Foreign Subsidiary Costs.

     (a)  If the cost to any Bank of making or maintaining any
Loan to an Eligible Subsidiary is increased, or the amount of any
sum received or receivable by any Bank (or its Applicable Lending
Office) is reduced by an amount deemed by such Bank to be
material, by reason of the fact that such Eligible Subsidiary is
incorporated in, or conducts business in, a jurisdiction outside
the United States of America, the Company shall indemnify such
Bank for such increased cost or reduction within 15 days after
demand by such Bank (with a copy to the Agent).  A certificate of
such Bank claiming compensation under this subsection (a) and
setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error.

     (b)  Each Bank will promptly notify the Company and the
Agent of any event of which it has knowledge that will entitle
such Bank to additional interest or payments pursuant to the
foregoing subsection (a) and will designate a different
Applicable Lending Office, if, in the judgment of such Bank, such
designation will avoid the need for, or reduce the amount of,
such compensation and will not be otherwise disadvantageous to
such Bank.

     Section 2.18.  Increased Commitments; Additional Banks.

     (a)  From time to time, the Company may, if it so elects,
increase the aggregate amount of the Commitments, either by
designating one or more Eligible Assignees not theretofore a Bank
to become a Bank (an "Additional Bank") or by agreeing with one
or more existing Banks that such Bank's Commitment shall be
increased; provided that the Company may increase the aggregate
amount of the Commitments pursuant to this Section 2.18 no more
than (i) once per calendar quarter by designating an Eligible
Assignee to become a Bank and (ii) once per calendar year by
agreeing with one or more existing Banks to increase such Bank's
Commitment.

     (b)  Any increase in the Commitments pursuant to this
Section 2.18 shall be subject to satisfaction of the following
conditions:

           (i) before and after giving effect to such increase,
     all representations and warranties contained in Article 4
     shall be true;

          (ii) at the time of such increase, no Default shall
     have occurred and be continuing or would result from such
     increase;

         (iii) that the amount of such increase is not less than
     $15,000,000;

          (iv) after giving effect to such increase, the
     aggregate amount of all increases in Commitments made
     pursuant to this Section 2.18 shall not exceed the sum of
     (x) $90,000,000 and (y) any net decrease in the aggregate
     amount of Commitments by operation of Section 8.06; and

           (v) after giving effect to such increase, neither the
     Commitment of any Additional Bank nor the aggregate amount
     by which the Commitment of any other Bank has been increased
     pursuant to this Section 2.18 shall exceed $25,000,000.

     (c)  An increase in the aggregate amount of the Commitments
pursuant to this Section 2.18 shall become effective upon the
receipt by the Agent of (i) an agreement in form and substance
satisfactory to the Agent signed by the Company, by each
Additional Bank and by each other Bank whose Commitment is to be
increased, setting forth the new Commitments of such Banks and
setting forth the agreement of each Additional Bank to become a
party to this Agreement and to be bound by all the terms and
provisions hereof, (ii) such evidence of appropriate corporate
authorization on the part of the Borrowers with respect to the
Increased Commitments and such opinions of counsel for the
Borrowers with respect to the Increased Commitments as the Agent
may reasonably request and (iii) such evidence of the
satisfaction of the conditions set forth in subsection (b) above
as the Agent may reasonably request.

     (d)  Upon any increase in the aggregate amount of the
Commitments pursuant to this Section 2.18, within five Domestic
Business Days, in the case of each Group of Base Rate Loans then
outstanding, and at the end of the then current Interest Period
with respect thereto, in the case of each Group of Committed
Fixed Rate Loans then outstanding, the relevant Borrower shall
prepay or repay such Group in its entirety and, to the extent
such Borrower elects to do so and subject to the conditions
specified in Article 2.19, such Borrower shall reborrow Committed
Loans from the Banks in proportion to their respective
Commitments after giving effect to such increase, until such time
as all outstanding Committed Loans are held by the Banks in such
proportion.

     Section 2.19.  Currency Equivalents.  The Agent shall
determine the Dollar Amount of each Alternative Currency Loan as
of the first day of each Interest Period applicable thereto and,
in the case of any such Interest Period of more than three
months, at three-month intervals after the first day thereof, and
shall promptly notify the Borrower and the Banks of each Dollar
Amount so determined by it.  Each such determination shall be
based on the Spot Rate (i) on the date of the related Notice of
Committed Borrowing (in the case of Committed Loans) or Money
Market Quote Request (in the case of Money Market Loans) for
purposes of the initial such determination for any Alternative
Currency Loan and (ii) the fourth Euro-Currency Business Day
prior to the date as of which such Dollar Amount is to be
determined, for purposes of any subsequent determination.  If
after giving effect to any such determination of a Dollar Amount,
(i) the aggregate Dollar Amount of all outstanding Loans and
Substitute Subsidiary Loans exceeds the aggregate amount of the
Commitments or (ii) the aggregate Dollar Amount of all
outstanding Alternative Currency Loans exceeds the Alternative
Currency Sublimit, the Borrowers shall within five Euro-Currency
Business Days prepay outstanding Loans and Substitute Subsidiary
Loans (as selected by the Company and notified to the Banks
through the Agent not less than three Euro-Currency Business Days
prior to the date of prepayment) to the extent necessary to
eliminate any such excess.

                     ARTICLE 3 -- CONDITIONS

     Section 3.01.  Closing.  The closing hereunder shall occur
on the date that each of the following conditions shall have been
satisfied (or waived in accordance with Section 11.05):

     (a)  receipt by the Agent of a duly executed Note of the
Company for the account of each Bank dated on or before the
Closing Date complying with the provisions of Section 2.05;

     (b)  receipt by the Agent of an opinion of John W. Holleran,
counsel to the Company, substantially in the form of Exhibit E
hereto and covering such additional matters relating to the
transactions contemplated hereby as the Required Banks may
reasonably request;

     (c)  receipt by the Agent of an opinion of Davis Polk &
Wardwell, special counsel for the Agent, substantially in the
form of Exhibit F hereto and covering such additional matters
relating to the transactions contemplated hereby as the Required
Banks may reasonably request;

     (d)  receipt by the Agent of evidence satisfactory to it
that all participation fees payable by the Company pursuant to
Section 2.09(b) and all fees payable by the Company to The Chase
Manhattan Bank and Morgan Guaranty Trust Company of New York, as
Co-Administrative Agents, in the amounts previously agreed upon
between the Company and each such Co-Administrative Agent have
been paid in full; and

     (e)  receipt by the Agent of all documents the Agent may
reasonably request relating to the existence of the Company, the
corporate authority for and the validity of this Agreement and
the Notes, and any other matters relevant hereto, all in form and
substance satisfactory to the Agent.

The Agent shall promptly notify the Company and the Banks of the
Closing Date, and such notice shall be conclusive and binding on
all parties hereto.

     Section 3.02.  Borrowings.  The obligation of any Bank to
make a Loan on the occasion of any Borrowing is subject to the
satisfaction of the following conditions:

     (a)  the fact that the Closing Date shall have occurred on
or before June 30, 1997;

     (b)  receipt by the Agent of a Notice of Borrowing as
required by Section 2.02 or 2.03, as the case may be;

     (c)  the fact that, immediately after such Borrowing,
(i) the aggregate Dollar Amount of the Loans and the Substitute
Subsidiary Loans will not exceed the aggregate amount of the
Commitments and (ii) the aggregate Dollar Amount of the
Alternative Currency Loans will not exceed the Alternative
Currency Sublimit;

     (d)  the fact that, immediately before and after such
Borrowing, no Default and no Change of Control shall have
occurred and be continuing;

     (e)  the fact that the representations and warranties of the
Borrowers contained in Sections 4.01, 4.02 and 4.03 (and, in the
case of the first Borrowing, the representations and warranties
of the Company contained in Section 4.04(b)) shall be true on and
as of the date of such Borrowing; and

     (f)  in the case of an Alternative Currency Borrowing, there
shall not have occurred any change in national or international
financial, political or economic conditions or currency exchange
rates or exchange controls which in the opinion of the Agent
makes it impracticable for such Borrowing to be denominated in
the relevant Alternative Currency.

Each Borrowing hereunder shall be deemed to be a representation
and warranty by the relevant Borrower on the date of such
Borrowing as to the facts specified in clauses (c), (d) and (e)
of this Section.  If and to the extent that satisfaction of the
foregoing conditions depends upon application of the proceeds of
a Borrowing (or an equivalent amount in another currency) to
repay other Loans or Substitute Subsidiary Loans on the date of
such Borrowing, (i) the Company shall be deemed to have
represented and warranted that such application will be made on
such date and (ii) satisfaction of the foregoing conditions shall
be determined on a pro forma  basis giving effect to such
application on such date so long as arrangements satisfactory to
the Agent for such application have been made.

     Section 3.03.  First Borrowing by Each Eligible Subsidiary. 
The obligation of each Bank to make a Loan on the occasion of the
first Borrowing by each Eligible Subsidiary is subject to the
satisfaction of the following further conditions:

     (a)  receipt by the Agent for the account of each Bank of a
duly executed Note of such Eligible Subsidiary, dated on or
before the date of such Borrowing and complying with the
provisions of Section 2.05;

     (b)  receipt by the Agent of an opinion of counsel for such
Eligible Subsidiary acceptable to the Agent, substantially in the
form of Exhibit I hereto and covering such additional matters
relating to the transactions contemplated hereby as the Required
Banks may reasonably request; and

     (c)  receipt by the Agent of all documents which it may
reasonably request relating to the existence of such Eligible
Subsidiary, the corporate authority for and the validity of its
Election to Participate, this Agreement and the Notes of such
Eligible Subsidiary, and any other matters relevant thereto, all
in form and substance satisfactory to the Agent.

The opinion referred to in clause (b) above shall be dated no
more than five Euro-Dollar Business Days before the date of the
first Borrowing by such Eligible Subsidiary hereunder.

           ARTICLE 4 -- REPRESENTATIONS AND WARRANTIES

     The Company represents and warrants that:

     Section 4.01.  Corporate Existence and Power.  The Company
is a corporation duly incorporated, validly existing and in good
standing under the laws of the jurisdiction of its incorporation,
and has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to
carry on its business as now conducted.  The Company is not an
"investment company" within the meaning of the Investment Company
Act of 1940, as amended, a "holding company" within the meaning
of the Public Utility Holding Company Act of 1935, as amended, or
otherwise subject to any regulatory scheme which restricts its
ability to borrow under this Agreement.

     Section 4.02.  Corporate and Governmental Authorization; No
Contravention.  The execution, delivery and performance by the
Company of this Agreement and its Notes are within the corporate
powers of the Company, have been duly authorized by all necessary
corporate action, require no action by or in respect of, or
filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of
incorporation or by-laws of the Company or of any agreement,
judgment, injunction, order, decree or other instrument binding
upon the Company or any of its Subsidiaries or result in the
creation or imposition of any Lien on any asset of the Company or
any of its Subsidiaries (other than any Bank's right of set-off,
to the extent the same may constitute a Lien).

     Section 4.03.  Binding Effect.  This Agreement constitutes a
valid and binding agreement of the Company and each Note of the
Company, when executed and delivered in accordance with this
Agreement, will constitute a valid and binding obligation of the
Company, in each case enforceable in accordance with its terms
except as the same may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and by general
principles of equity.

     Section 4.04.  Financial Information.

     (a)  The consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of December 31, 1996 and the related
consolidated statements of income and cash flows for the fiscal
year then ended, reported on by Arthur Andersen LLP and set forth
in the Company's 1996 Form 10-K, a copy of which has been
delivered to each of the Banks, fairly present, in conformity
with GAAP, the consolidated financial position of the Company and
its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such fiscal
year.

     (b)  Since December 31, 1996 there has been no material
adverse change in the business, financial position, results of
operations or prospects of the Company and its Consolidated
Subsidiaries, considered as a whole.

     Section 4.05.  Litigation.  There is no action, suit or
proceeding pending against, or to the knowledge of the Company
threatened against or affecting, the Company or any of its
Subsidiaries before any court or arbitrator or any governmental
body, agency or official in which there is a reasonable
possibility of an adverse decision which could materially
adversely affect the business, consolidated financial position or
consolidated results of operations of the Company and its
Consolidated Subsidiaries, considered as a whole, or which in any
manner draws into question the validity or enforceability of this
Agreement or the Notes.

     Section 4.06.  Compliance with ERISA.  Each member of the
ERISA Group has fulfilled its obligations under the minimum
funding standards of ERISA and the Internal Revenue Code with
respect to each Plan and is in compliance in all material
respects with the presently applicable provisions of ERISA and
the Internal Revenue Code with respect to each Plan.  Since
January 1, 1990, no member of the ERISA Group has (i) sought a
waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make
any contribution or payment to any Plan or Multiemployer Plan or
in respect of any Benefit Arrangement, or made any amendment to
any Plan or Benefit Arrangement, which has resulted or could
result in the imposition of a Lien or the posting of a bond or
other security under ERISA or the Internal Revenue Code or
(iii) incurred any liability under Title IV of ERISA other than a
liability to the PBGC for premiums under Section 4007 of ERISA.

     Section 4.07.  Environmental Matters.  In the ordinary
course of its business, the Company conducts an ongoing review of
the effect of Environmental Laws on the business, operations and
properties of the Company and its Subsidiaries, in the course of
which it identifies and evaluates associated liabilities and
costs (including, without limitation, any capital or operating
expenditures required for clean-up or closure of properties
presently or previously owned, any capital or operating
expenditures required to achieve or maintain compliance with
environmental protection standards imposed by law or as a
condition of any license, permit or contract, any related
constraints on operating activities, including any periodic or
permanent shutdown of any facility or reduction in the level of
or change in the nature of operations conducted thereat, any
costs or liabilities in connection with off-site disposal of
wastes or Hazardous Substances, and any actual or potential
liabilities to third parties, including employees, and any
related costs and expenses). On the basis of this review, the
Company has reasonably concluded that such associated liabilities
and costs, including the costs of compliance with Environmental
Laws, are unlikely to have a material adverse effect on the
business, financial condition, results of operations or prospects
of the Company and its Consolidated Subsidiaries, considered as a
whole.

     Section 4.08.  Taxes.  The Company and its Subsidiaries have
filed all United States Federal income tax returns and all other
material tax returns which are required to be filed by them and
have paid all taxes shown to be due pursuant to such returns or
pursuant to any assessment received by the Company or any
Subsidiary, except such as are the subject of a Permitted
Contest. The charges, accruals and reserves on the books of the
Company and its Subsidiaries in respect of taxes or other
governmental charges are, in the opinion of the Company,
adequate.

     Section 4.09.  Subsidiaries.  Each of the Company's
corporate Subsidiaries is a corporation duly incorporated,
validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all corporate powers and
all material governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted.

<PAGE>
     Section 4.10.  Full Disclosure.  All information heretofore
furnished by the Company to the Agent or any Bank for purposes of
or in connection with this Agreement or any transaction
contemplated hereby is true and accurate in all material respects
on the date as of which such information is stated or certified,
provided that it is understood that the Company is in no way
representing or warranting the accuracy of any forecast or
financial projection contained in any of the foregoing.

                     ARTICLE 5 -- COVENANTS

     The Company agrees that, so long as any Bank has any
Commitment hereunder or any amount payable under any Note remains
unpaid:

     Section 5.01.  Information.  The Company will deliver to
each of the Banks:

     (a)  as soon as available and in any event within 90 days
after the end of each fiscal year of the Company, a consolidated
balance sheet of the Company and its Consolidated Subsidiaries as
of the end of such fiscal year and the related consolidated
statements of income and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the
previous fiscal year, all reported on in a manner acceptable to
the SEC by Arthur Andersen LLP or other independent public
accountants of nationally recognized standing;

     (b)  as soon as available and in any event within 45 days
after the end of each of the first three quarters of each fiscal
year of the Company, a consolidated balance sheet of the Company
and its Consolidated Subsidiaries as of the end of such quarter
and the related consolidated statements of income for such
quarter and for the portion of the Company's fiscal year ended at
the end of such quarter and the related consolidated statement of
cash flows for the portion of the Company's fiscal year ended at
the end of such quarter, setting forth in the case of such
statements of income and statement of cash flows in comparative
form the figures for the corresponding portions of the Company's
previous fiscal year, all certified by the chief financial
officer or the chief accounting officer of the Company (or for so
long as the Company is a Subsidiary of BCC, a duly authorized
designee of either) as having been prepared from the books and
records of the Company and its Subsidiaries kept in accordance
with Section 5.06;

     (c)  simultaneously with the delivery of each set of
financial statements referred to in clauses (a) and (b) above, a
certificate of the chief financial officer or the chief
accounting officer of the Company (or for so long as the Company
is a Subsidiary of BCC, a duly authorized designee of either)
(i) stating whether the Company was in compliance with the
requirements of Section 5.09 and 5.11 and setting forth in
reasonable detail the calculations required to establish whether
the Company was in compliance with the requirements of
Sections 5.10 and 5.12, in each case as of the end of the period
covered by such financial statements and (ii) stating whether any
Default exists on the date of such certificate and, if any
Default then exists, setting forth the details thereof and the
action which the Company is taking or proposes to take with
respect thereto;

     (d)  simultaneously with the delivery of each set of
financial statements referred to in clause (a) above, a statement
of the firm of independent public accountants which reported on
such statements (i) whether anything has come to their attention
to cause them to believe that any Default existed on the date of
such statements and (ii) confirming the calculations set forth in
the officer's certificate delivered simultaneously therewith
pursuant to clause (c) above;

     (e)  within five days after any officer of the Company
obtains knowledge of any Default, if such Default is then
continuing, a certificate of the chief financial officer or the
chief accounting officer of the Company setting forth the details
thereof and the action which the Company is taking or proposes to
take with respect thereto;

     (f)  promptly upon the mailing thereof to the shareholders
of the Company generally, copies of all financial statements,
reports and proxy statements so mailed;

     (g)  promptly upon the filing thereof, copies of all
registration statements (other than the exhibits thereto and any
registration statements on Form S-8 or its equivalent) and
reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which
the Company shall have filed with the SEC, excluding filings made
with the SEC solely in respect of securities issued pursuant to
employee benefit plans of the Company and its Subsidiaries;

     (h)  if and when any entity, which at the time of an event
covered by this subparagraph (h) was a member of the ERISA Group,
(i) gives or is required to give notice to the PBGC of any
"reportable event" (as defined in Section 4043 of ERISA) with
respect to any Plan which might constitute grounds for a
termination of such Plan under Title IV of ERISA, or knows that
the plan administrator of any Plan has given or is required to
give notice of any such reportable event, a copy of the notice of
such reportable event given or required to be given to the PBGC;
(ii) receives notice of complete or partial withdrawal liability
under Title IV of ERISA or notice that any Multiemployer Plan is
in reorganization, is insolvent or has been terminated, a copy of
such notice; (iii) receives notice from the PBGC under Title IV
of ERISA of an intent to terminate, impose liability (other than
for premiums under Section 4007 of ERISA) in respect of, or
appoint a trustee to administer any Plan, a copy of such notice;
(iv) applies for a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code, a copy of such
application; (v) gives notice of intent to terminate any Plan
under Section 4041(c) of ERISA, a copy of such notice and other
information filed with the PBGC; (vi) gives notice of withdrawal
from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii) fails to make any payment or contribution to any
Plan or Multiemployer Plan or in respect of any Benefit
Arrangement or makes any amendment to any Plan or Benefit
Arrangement which has resulted or could result in the imposition
of a Lien or the posting of a bond or other security, a
certificate of the chief financial officer or the chief
accounting officer of the Company setting forth details as to
such occurrence and action, if any, which the Company or
applicable member of the ERISA Group is required or proposes to
take; and

     (i)  from time to time such additional information regarding
the financial position or business of the Company and its
Subsidiaries as the Agent, at the request of any Bank, may
reasonably request.

     Section 5.02.  Payment of Obligations.  The Company will pay
and discharge, and will cause each Subsidiary to pay and
discharge, at or before maturity, all their respective material
obligations and liabilities (including, without limitation, tax
liabilities and claims of materialmen, warehousemen and the like
which if unpaid might by law give rise to a Lien), except where
the same may be the subject of a Permitted Contest.

     Section 5.03.  Maintenance of Property; Insurance.

     (a)  The Company will keep, and will cause each Subsidiary
to keep, all property useful and necessary in its business in
good working order and condition, ordinary wear and tear
excepted, except minor assets which in the aggregate do not
constitute a material part of the assets of the Company and its
Subsidiaries, taken as a whole.

     (b)  The Company will, and will cause each of its
Subsidiaries to, maintain (either in the name of the Company or
in such Subsidiary's own name) with financially sound and
responsible insurance companies (which shall be deemed to include
Clearfield Insurance Limited, as long as such company (i) remains
a Subsidiary of BCC and (ii) maintains reinsurance arrangements
with other financially sound and responsible insurance companies
such that the risk retained by it in respect of insurance
coverage underwritten by it does not exceed $3,000,000 per
insured loss), insurance on all their respective properties
(except minor assets which in the aggregate do not constitute a
material part of the assets of the Company and its Subsidiaries,
taken as a whole) in at least such amounts, against at least such
risks and with such risk retention as are usually maintained,
insured against or retained, as the case may be, by companies of
established repute engaged in the same or a similar business; and
will furnish to the Banks, upon request from the Agent,
information presented in reasonable detail as to the insurance so
carried.

     Section 5.04.  Conduct of Business and Maintenance of
Existence.  The Company will  continue, and will cause each
Subsidiary to continue, to engage in business of the same general
type as now conducted by the Company and its Subsidiaries, and
will preserve, renew and keep in full force and effect, and will
cause each Subsidiary to preserve, renew and keep in full force
and effect their respective corporate existence and their
respective rights, privileges and franchises necessary or
desirable in the normal conduct of business; provided that
nothing in this Section shall prohibit (i) the merger or
liquidation of a Subsidiary into the Company or the merger or
consolidation of a Subsidiary with or into another Person if the
corporation surviving such consolidation or merger is a
Subsidiary and if, in each case, after giving effect thereto, no
Default shall have occurred and be continuing or (ii) the
termination of the corporate existence of any Subsidiary (other
than an Eligible Subsidiary to which Loans are then outstanding)
if the Company in good faith determines that such termination is
in the best interest of the Company and, after giving effect
thereto, no Default shall have occurred and be continuing.

     Section 5.05.  Compliance with Laws.  The Company will
comply, and cause each Subsidiary to comply, in all material
respects with all applicable laws, ordinances, rules,
regulations, and requirements of governmental authorities
(including, without limitation, Environmental Laws and ERISA and
the rules and regulations thereunder) except where (i) the
necessity of compliance therewith is the subject of a Permitted
Contest or (ii) the failure to comply therewith would not have a
material adverse effect upon its business or condition, financial
or other, or upon the validity or enforceability of this
Agreement or the Notes.

     Section 5.06.  Inspection of Property, Books and Records. 
The Company will keep, and will cause each Subsidiary to keep,
proper books of record and account in which full, true and
correct entries shall be made of all dealings and transactions in
relation to its business and activities; and will permit, and
will cause each Subsidiary to permit, representatives of any Bank
at such Bank's expense to visit and inspect any of their
respective properties, to examine and make abstracts from any of
their respective books and records and to discuss their
respective affairs, finances and accounts with their respective
officers and, upon reasonable prior notice to the Company, their
respective independent public accountants, all at such reasonable
times and as often as may reasonably be desired.

     Section 5.07.  Mergers and Sales of Assets.  The Company
will not (i) consolidate or merge with or into any other Person
or (ii) sell, lease or otherwise transfer, directly or
indirectly, all or substantially all of the assets of the Company
to any other Person; provided that the Company may merge with
another Person if (x) the Company is the corporation surviving
such merger and (y) after giving effect to such merger, no
Default shall have occurred and be continuing.

     Section 5.08.  Use of Proceeds.  The proceeds of the Loans
made under this Agreement will be used by the Borrowers for their
general corporate purposes, including Acquisitions.  Each
Non-Regulation D Borrower will use the proceeds of the Loans made
to such Borrower to finance the operations outside the United
States of such Borrower or of other foreign affiliates of the
Company.  None of such proceeds will be used in violation of
Regulation G, T, U or X of the Board of Governors of the Federal
Reserve System.

     Section 5.09.  Negative Pledge.

     (a)  Neither the Company nor any Subsidiary will create,
assume or suffer to exist any Lien on any asset now owned or
hereafter acquired by it, except:

           (i) Liens existing on the date of this Agreement
     securing Debt outstanding on the date of this Agreement in
     an aggregate principal or face amount not exceeding
     $10,000,000;

          (ii) any Lien existing on any asset of any Person at
     the time such Person becomes a Subsidiary and not created in
     contemplation of such event;

         (iii) any Lien on any asset securing Debt incurred or
     assumed for the purpose of financing all or any part of the
     cost of acquiring such asset, provided that such Lien
     attaches to such asset concurrently with or within 90 days
     after the acquisition thereof;

          (iv) any Lien on any asset of any Person existing at
     the time such Person is merged or consolidated with or into
     the Company or a Subsidiary and not created in contemplation
     of such event;

           (v) any Lien existing on any asset prior to the
     acquisition thereof by the Company or a Subsidiary and not
     created in contemplation of such acquisition;

          (vi) any Lien arising out of the refinancing,
     extension, renewal or refunding of any Debt secured by any
     Lien permitted by any of the foregoing clauses of this
     Section, provided that such Debt is not increased and is not
     secured by any additional assets;

         (vii) Liens arising in the ordinary course of its
     business which (i) do not secure Debt or Derivatives
     Obligations, (ii) do not secure any obligation in an amount
     exceeding $25,000,000 and (iii) do not in the aggregate
     materially detract from the value of its assets or
     materially impair the use thereof in the operation of its
     business;

        (viii) Liens on cash and cash equivalents securing
     Derivatives Obligations, provided that the aggregate amount
     of cash and cash equivalents subject to such Liens may at no
     time exceed $25,000,000;

          (ix) Liens on trade accounts receivable and related
     assets in connection with Receivables Financing Sales
     permitted by Section 5.09(b); and

           (x) Liens not otherwise permitted by the foregoing
     clauses of this Section securing Debt in an aggregate
     principal or face amount at any date not to exceed an amount
     equal to (x) 15% of Consolidated Net Worth minus (y) the
     aggregate outstanding principal amount of Debt of
     Subsidiaries permitted solely pursuant to clause (f) of
     Section 5.11.

     (b)  The aggregate amount of Receivables Financing Sales
will at no time exceed $100,000,000.

     Section 5.10.  Leverage Ratio.  The Leverage Ratio will at
no time exceed (a) prior to December 31, 1998, 1.15 to 1.00 and
(b) on and after December 31, 1998, 1.10 to 1.00.

     Section 5.11.  Debt of Subsidiaries.  No Subsidiary will
create, assume or suffer to exist any Debt, except:

     (a)  Debt owing to the Company or to a wholly-owned
Subsidiary;

     (b)  Debt secured by a Lien permitted by Section 5.09;

     (c)  Debt of any Person existing at the time such Person
becomes a Subsidiary and not created in contemplation of such
event (but not any refinancing, extension, renewal or refunding
of any such Debt);

     (d)  Debt under this Agreement;

     (e)  Substitute Subsidiary Loans; provided that the
aggregate Dollar Amount of Substitute Subsidiary Loans at any
time outstanding, whether incurred in reliance on this clause (e)
or clause (f) of this Section, shall not exceed $250,000,000; and

     (f)  Debt not otherwise permitted by the foregoing clauses
of this Section in an aggregate outstanding principal amount at
any date not to exceed an amount equal to (x) 15% of Consolidated
Net Worth minus (y) the aggregate principal or face amount of
<PAGE>
Debt secured by Liens permitted solely by clause (x) of
Section 5.09(a).

     Section 5.12.  Fixed Charge Coverage Ratio.  As of the last
day of each fiscal quarter of the Company, the Fixed Charge Ratio
will not be less than 2.2 to 1.0.

     Section 5.13.  Transactions with Affiliates.

     (a)  The Company will not, and will not permit any
Subsidiary to, directly or indirectly, pay any funds to or for
the account of, make any investment (whether by acquisition of
stock or indebtedness, by loan, advance, transfer of property,
guarantee or other agreement to pay, purchase or service,
directly or indirectly, any Debt, or otherwise) in, lease, sell,
transfer or otherwise dispose of any assets, tangible or
intangible, to, or participate in, or effect, any transaction
with, any Affiliate except on an arms-length basis on terms at
least as favorable to the Company or such Subsidiary than could
have been obtained from a third party who was not an Affiliate;
provided that the foregoing provisions of this Section shall not
prohibit (A) any such Person from declaring or paying any lawful
dividend or other payment ratably in respect of all of its
capital stock of the relevant class so long as, after giving
effect thereto, no Default shall have occurred and be continuing
or (B) the Company from entering into the Asset Transfer and
Subscription Agreement, the Paper Sales Agreement, the
Shareholder Agreement, the Administrative Services Agreement, the
License Agreement and the Tax Matters Agreement, each
substantially on the terms described in the Information
Memorandum (collectively, the "Affiliated Agreements").

     (b)  If a BCC Event shall occur, thereafter the Company
shall not, and shall not permit any of its Subsidiaries to,
(i) make any Investment in BCC or any BCC Subsidiary,
(ii) purchase any assets or services from BCC or any BCC
Subsidiary outside the ordinary course of business, except as
contemplated by the Affiliated Agreements, or (iii) enter into
any other material transaction with BCC or any BCC Subsidiary.

                      ARTICLE 6 -- DEFAULTS

     Section 6.01.  Events of Default.  If one or more of the
following events ("Events of Default") shall have occurred and be
continuing:

     (a)  any Borrower shall fail to pay when due any principal
of any Loan or shall fail to pay within three Domestic Business
Days of the due date thereof any interest, any fees or any other
amount payable hereunder;

     (b)  the Company shall fail to observe or perform any
covenant contained in Article 5, other than those contained in
Sections 5.01 through 5.06;

     (c)  any Borrower shall fail to observe or perform any
covenant or agreement contained in this Agreement (other than
those covered by clause (a) or (b) above) for 30 days after
notice thereof has been given to the Company by the Agent at the
request of any Bank;

     (d)  any representation, warranty or certification made by
any Borrower in this Agreement or in any certificate delivered
pursuant to this Agreement shall prove to have been incorrect in
any material respect when made (or deemed made);

     (e)  the Company, any Material Subsidiary or any Eligible
Subsidiary to which Loans are then outstanding shall fail to make
any payment in respect of any Material Financial Obligations when
due or within any applicable grace period (any Event of Default
under this clause (e) ceasing to exist upon the making of such
payment or upon the waiver by the payee of the obligation to make
such payment); provided that no Event of Default shall arise
hereunder in respect of any capital lease for so long as the
obligation giving rise thereto is the subject of a Permitted
Contest;

     (f)  any event or condition shall occur (other than a
redemption at the sole option of the Company or a Subsidiary or a
mandatory redemption not resulting from a default or other event
or condition affecting or potentially affecting the
creditworthiness of the Company or a Subsidiary) which
(i) results in the acceleration of the maturity of any Material
Debt or (ii) enables (or, with the giving of notice or lapse of
time or both, would enable) the holder of such Debt or any Person
acting on such holder's behalf to accelerate the maturity thereof
(any Event of Default under this clause (f) ceasing to exist
upon, in the case of an Event of Default solely under
subclause (ii), a cure of any default giving rise thereto but
not, in the case of either subclause (i) or (ii), upon payment of
the related Debt or waiver by the holder of such Debt); provided
that no Event of Default shall arise hereunder in respect of
(x) any capital lease for so long as the obligation giving rise
thereto is the subject of a Permitted Contest or (y) a Change of
Control;

     (g)  the Company, any Material Subsidiary or any Eligible
Subsidiary to which Loans are then outstanding shall commence a
voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its
debts under any bankruptcy, insolvency or other similar law now
or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it
or any substantial part of its property, or shall consent to any
such relief or to the appointment of or taking possession by any
such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as
<PAGE>
they become due, or shall take any corporate action to authorize
any of the foregoing;

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

     (i)  (i) the Company or any Subsidiary, or any other member
of the ERISA Group for whose obligations under Title IV of ERISA
the Company or any Subsidiary is potentially liable, shall fail
to pay when due an amount or amounts aggregating in excess of
$5,000,000 which it shall have become liable to pay under
Title IV of ERISA; or (ii) notice of intent to terminate a
Material Plan shall be filed under Title IV of ERISA by any
member of the ERISA Group, any plan administrator or any
combination of the foregoing; or (iii) the PBGC shall institute
proceedings under Title IV of ERISA to terminate, to impose
liability (other than for premiums under Section 4007 of ERISA)
in respect of, or to cause a trustee to be appointed to
administer any Material Plan; or (iv) a condition shall exist by
reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or
(v) there shall occur a complete or partial withdrawal from and a
default within the meaning of Section 4219(c)(5) of ERISA with
respect to one or more Multiemployer Plans which could cause the
Company or any Subsidiary to incur a current payment obligation
in excess of $5,000,000, provided that no Event of Default shall
arise under this subclause (v) for so long as the obligation
giving rise thereto is the subject of a Permitted Contest; or

     (j)  judgments or orders for the payment of money in excess
of $5,000,000 shall be rendered against the Company or any
Material Subsidiary and such judgments or orders shall continue
unsatisfied and unstayed for a period of 45 days;

then, and in every such event, the Agent shall (i) if requested
by Banks having more than 50% in aggregate amount of the
Commitments, by notice to the Company terminate the Commitments
and they shall thereupon terminate, and (ii) if requested by
Banks holding more than 50% of the aggregate Dollar Amount of the
Loans, by notice to the Company declare the Loans (together with
accrued interest thereon) to be, and the Loans shall thereupon
become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby
waived by each Borrower; provided that in the case of any of the
Events of Default specified in clause 6.01(g) or 6.01(h) above
with respect to any Borrower, without any notice to any Borrower
or any other act by the Agent or the Banks, the Commitments shall
thereupon terminate and the Loans (together with accrued interest
thereon) shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of
which are hereby waived by each Borrower.

     Section 6.02.  Notice of Default.  The Agent shall give
notice to the Company under Section 6.01(c) promptly upon being
requested to do so by any Bank and shall thereupon notify all the
Banks thereof.

                     ARTICLE 7 -- THE AGENT

     Section 7.01.  Appointment and Authorization.  Each Bank
irrevocably appoints and authorizes the Agent to take such action
as agent on its behalf and to exercise such powers under this
Agreement and the Notes as are delegated to the Agent by the
terms hereof or thereof, together with all such powers as are
reasonably incidental thereto.

     Sect;ion 7.02.  Agent and Affiliates.  Morgan Guaranty Trust
Company of New York shall have the same rights and powers under
this Agreement as any other Bank and may exercise or refrain from
exercising the same as though it were not the Agent, and Morgan
Guaranty Trust Company of New York and its affiliates may accept
deposits from, lend money to, and generally engage in any kind of
business with any Borrower or any Subsidiary or affiliate of any
Borrower as if it were not the Agent.

     Section 7.03.  Action by Agent.  The obligations of the
Agent hereunder are only those expressly set forth herein.
Without limiting the generality of the foregoing, the Agent shall
not be required to take any action with respect to any Default,
except as expressly provided in Article 6.

     Section 7.04.  Consultation with Experts.  The Agent may
consult with legal counsel (who may be counsel for any Borrower),
independent public accountants and other experts selected by it
and shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.

     Section 7.05.  Liability of Agent.  Neither the Agent nor
any of its affiliates or any of their respective directors,
officers, agents or employees shall be liable for any action
taken or not taken by it in connection herewith (i) with the
consent or at the request of the Required Banks (or such
different number of Banks as any provision hereof expressly
requires for such consent or request) or (ii) in the absence of
its own gross negligence or willful misconduct. Neither the Agent
nor any of its affiliates nor any of their respective directors,
officers, agents or employees shall be responsible for or have
any duty to ascertain, inquire into or verify (i) any statement,
warranty or representation made in connection with this Agreement
or any borrowing hereunder; (ii) the performance or observance of
any of the covenants or agreements of any Borrower; (iii) the
satisfaction of any condition specified in Article 3, except
receipt of items required to be delivered to the Agent; or
(iv) the validity, effectiveness or genuineness of this
Agreement, the Notes or any other instrument or writing furnished
in connection herewith. The Agent shall not incur any liability
by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex,
facsimile transmission or similar writing) believed by it to be
genuine or to be signed by the proper party or parties. Without
limiting the generality of the foregoing, the use of the term
"agent" in this Agreement with reference to the Agent is not
intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable law.
Instead, such term is used merely as a matter of market custom
and is intended to create or reflect only an administrative
relationship between independent contracting parties.

     Section 7.06.  Indemnification.  The Banks shall, ratably in
proportion to their Commitments, indemnify the Agent, its
affiliates and their respective directors, officers, agents and
employees (to the extent not reimbursed by the Borrowers) against
any cost, expense (including reasonable counsel fees and
disbursements), claim, demand, action, loss or liability (except
such as result from such indemnitees' gross negligence or willful
misconduct) that such indemnitees may suffer or incur in
connection with this Agreement or any action taken or omitted by
such indemnitees hereunder.

     Section 7.07.  Credit Decision.  Each Bank acknowledges that
it has, independently and without reliance upon the Agent or any
other Bank, and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to
enter into this Agreement. Each Bank also acknowledges that it
will, independently and without reliance upon the Agent or any
other Bank, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking any action under this
Agreement.

     Section 7.08.  Successor Agent.  The Agent may resign at any
time by giving notice thereof to the Banks and the Company. Upon
any such resignation, the Company shall have the right to appoint
a successor Agent, subject to the consent of the Required Banks.
If no successor Agent shall have been so appointed by the Company
(with the consent of the Required Banks), and shall have accepted
such appointment, within 30 days after the retiring Agent gives
notice of resignation, then the retiring Agent may, on behalf of
the Banks, appoint a successor Agent, which shall be a commercial
bank organized or licensed under the laws of the United States of
America or of any State thereof and having a combined capital and
surplus of at least $500,000,000. Upon the acceptance of its
appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with
all the rights and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations
hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article shall inure to its benefit
as to actions taken or omitted to be taken by it while it was
Agent.

     Section 7.09.  Agent's Fee.  The Company shall pay to the
Agent for its own account fees in the amounts and at the times
previously agreed upon between the Company and the Agent.

              ARTICLE 8 -- CHANGE IN CIRCUMSTANCES

     Section 8.01.  Basis for Determining Interest Rate
Inadequate or Unfair.  If on or prior to the first day of any
Interest Period for any CD Loan, Euro-Currency Loan or Money
Market LIBOR Loan, the Agent is advised by the Reference Banks
that deposits (in the applicable currencies and amounts) are not
being offered to the Reference Banks in the relevant market for
such Interest Period, the Agent shall forthwith give notice
thereof to the Company and the Banks, whereupon until the Agent
notifies the Company that the circumstances giving rise to such
suspension no longer exist, (i) the obligations of the Banks to
make CD Loans or Euro-Currency Loans in the affected currency, as
the case may be, or to convert outstanding Loans into CD Loans or
to continue (beyond the expiration of their then current Interest
Periods) outstanding Loans as CD Loans or Euro-Currency Loans in
the affected currency, as the case may be, shall be suspended and
(ii) each outstanding CD Loan or Euro-Currency Loan in such
currency, as the case may be, shall be converted (in the case of
a Euro-Currency Loan, at the Spot Conversion Rate) into a Base
Rate Loan on the last day of the then current Interest Period
applicable thereto.  Unless the relevant Borrower notifies the
Agent at least two Domestic Business Days before the date of any
affected Borrowing for which a Notice of Borrowing has previously
been given that it elects not to borrow on such date, (i) if such
affected Borrowing is a CD Borrowing or Euro-Currency Borrowing,
such Borrowing shall instead be made in Dollars as a Base Rate
Borrowing in the same aggregate Dollar Amount as the requested
Borrowing and (ii) if such affected Borrowing is a Money Market
LIBOR Borrowing, the Money Market LIBOR Loans comprising such
Borrowing shall be made in Dollars  in the same aggregate Dollar
Amount as the requested Borrowing and shall bear interest for
each day from and including the first day to but excluding the
last day of the Interest Period applicable thereto at the Base
Rate for such day.

     Section 8.02.  Illegality.  If, on or after the date hereof,
the adoption of any applicable law, rule or regulation, or any
change in any applicable law, rule or regulation, or any change
in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Currency Lending Office) with any
request or directive (whether or not having the force of law) of
any such authority, central bank or comparable agency, shall make
it unlawful or impossible for any Bank (or its Euro-Currency
Lending Office) to make, maintain or fund its Euro-Currency Loans
in any currency to any Borrower and such Bank shall so notify the
Agent, the Agent shall forthwith give notice thereof to the other
Banks and the Company, whereupon until such Bank notifies the
Company and the Agent that the circumstances giving rise to such
suspension no longer exist, the obligation of such Bank to make
Euro-Currency Loans in the affected currency to such Borrower, or
to convert outstanding Loans into Euro-Dollar Loans or to
continue outstanding Loans as Euro-Currency Loans in such
currency, shall be suspended.  Before giving any notice to the
Agent pursuant to this Section, such Bank shall designate a
different Euro-Currency Lending Office if such designation will
avoid the need for giving such notice and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank.

If such notice is given, each Euro-Currency Loan of such Bank
then outstanding in such currency shall be converted (at the Spot
Rate on the date of conversion in the case of each Alternative
Currency Loan) to a Base Rate Loan either (a) on the last day of
the then current Interest Period applicable to such Euro-Currency
Loan if such Bank may lawfully continue to maintain and fund such
Loan as a Euro-Currency Loan to such day or (b) immediately if
such Bank shall determine that it may not lawfully continue to
maintain and fund such Loan as a Euro-Currency Loan to such day.

     Section 8.03.  Increased Cost and Reduced Return.

     (a)  If on or after (x) the date hereof, in the case of any
Committed Loan or any obligation to make Committed Loans or
(y) the date of the related Money Market Quote, in the case of
any Money Market Loan, the adoption of any applicable law, rule
or regulation, or any change in any applicable law, rule or
regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof,
or compliance by any Bank (or its Applicable Lending Office) with
any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall
impose, modify or deem applicable any reserve (including, without
limitation, any such requirement imposed by the Board of
Governors of the Federal Reserve System, but excluding (i) with
respect to any CD Loan any such requirement included in an
applicable Domestic Reserve Percentage and (ii) with respect to
any Euro-Dollar Loan any such requirement with respect to which
such Bank is entitled to compensation during the relevant
Interest Period under Section 2.15), special deposit, insurance
assessment (excluding, with respect to any CD Loan, any such
requirement reflected in an applicable Assessment Rate) or
similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Bank (or its Applicable
Lending Office) or shall impose on any Bank (or its Applicable
Lending Office) or on the United States market for certificates
of deposit or the London interbank market any other condition
affecting its Fixed Rate Loans, its Notes or its obligation to
make Fixed Rate Loans and the result of any of the foregoing is
to increase the cost to such Bank (or its Applicable Lending
Office) of making or maintaining any Fixed Rate Loan, or to
reduce the amount of any sum received or receivable by such Bank
(or its Applicable Lending Office) under this Agreement or under
its Note with respect thereto, by an amount deemed by such Bank
to be material, then, within 15 days after demand by such Bank
(with a copy to the Agent), the Company shall pay to such Bank
such additional amount or amounts as will compensate such Bank
for such increased cost or reduction.

     (b)  If any Bank shall have determined that, after the date
hereof, the adoption of any applicable law, rule or regulation
regarding capital adequacy, or any change in any such law, rule
or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding
capital adequacy (whether or not having the force of law) of any
such authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on capital of such
Bank (or its Parent) as a consequence of such Bank's obligations
hereunder to a level below that which such Bank (or its Parent)
could have achieved but for such adoption, change, request or
directive (taking into consideration its policies with respect to
capital adequacy) by an amount deemed by such Bank to be
material, then from time to time, within 15 days after demand by
such Bank (with a copy to the Agent), the Company shall pay to
such Bank such additional amount or amounts as will compensate
such Bank (or its Parent) for such reduction.

     (c)  Each Bank will promptly notify the Company and the
Agent of any event of which it has knowledge, occurring after the
date hereof, which will entitle such Bank to compensation
pursuant to this Section and will designate a different
Applicable Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in
the judgment of such Bank, be otherwise disadvantageous to such
Bank. A certificate of any Bank claiming compensation under this
Section and setting forth the additional amount or amounts to be
paid to it hereunder, together with calculations in reasonable
detail supporting such amounts, shall be conclusive in the
absence of clearly demonstrable error. In determining such
amount, such Bank may use any reasonable averaging and
attribution methods. Notwithstanding the foregoing
subsections (a) and (b) of this Section 8.03, the Company shall
only be obligated to compensate any Bank for any amount arising
or accruing during (i) any time or period commencing not more
than 180 days prior to the date on which such Bank notifies the
Agent and the Company that it proposes to demand such
compensation and identifies to the Agent and the Company the
statute, regulation or other basis upon which the claimed
compensation is or will be based and (ii) any time or period
during which, because of the retroactive application of such
statute, regulation or other such basis, such Bank did not know
that such amount would arise or accrue.

     Section 8.04.  Taxes.

     (a)  For the purposes of this Section, the following terms
have the following meanings:

          "Taxes" means any and all present or future taxes,
duties, levies, imposts, deductions, charges or withholdings with
respect to any payment by any Borrower pursuant to this Agreement
or under any Note, and all liabilities with respect thereto,
excluding (i) in the case of each Bank and the Agent, taxes
imposed on its income, and franchise or similar taxes imposed on
it, by a jurisdiction under the laws of which such Bank or the
Agent (as the case may be) is organized or in which its principal
executive office is located or, in the case of each Bank, in
which its Applicable Lending Office is located, (ii) in the case
of each Bank, any United States withholding tax imposed on such
payments but only to the extent that such Bank is subject to
United States withholding tax at the time such Bank first becomes
a party to this Agreement and (iii) in the case of each Bank, but
solely with respect to payments in respect of a Money Market Loan
to an Eligible Subsidiary, taxes identified by such Bank in a
notice to the Agent and the Company pursuant to Section 9.04 with
respect to such Eligible Subsidiary.

          "Other Taxes" means any present or future stamp or
documentary taxes and any other excise or property taxes, or
similar charges or levies, which arise from any payment made
pursuant to this Agreement or under any Note or from the
execution, delivery, registration or enforcement of, or otherwise
with respect to, this Agreement or any Note.

     (b)  Any and all payments by any Borrower to or for the
account of any Bank or the Agent hereunder or under any Note
shall be made without deduction for any Taxes or Other Taxes;
provided that, if any Borrower shall be required by law to deduct
any Taxes or Other Taxes from any such payment, (i) the sum
payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to
additional sums payable under this Section) such Bank or the
Agent (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the
relevant Borrower shall make such deductions, (iii) the relevant
Borrower shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with
applicable law and (iv) the relevant Borrower shall furnish to
the Agent, at its New York Office, the original or a certified
copy of a receipt evidencing payment thereof.

     (c)  The Company agrees to indemnify each Bank and the Agent
for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed or asserted by any
jurisdiction on amounts payable under this Section) paid by such
Bank or the Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or
with respect thereto. This indemnification shall be paid within
15 days after such Bank or the Agent (as the case may be) makes
demand therefor.

     (d)  Each Bank organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its
execution and delivery of this Agreement in the case of each Bank
listed on the signature pages hereof and on or prior to the date
on which it becomes a Bank in the case of each other Bank, and
from time to time thereafter if requested in writing by the
Company (but only so long as such Bank remains lawfully able to
do so), shall provide the Company and the Agent with a signed
Internal Revenue Service form 1001 or 4224, as appropriate, or
any successor form prescribed by the Internal Revenue Service,
certifying that such Bank is entitled to benefits under an income
tax treaty to which the United States is a party which exempts
such Bank from United States withholding tax or reduces the rate
of withholding tax on payments of interest for the account of
such Bank or certifying that the income receivable pursuant to
this Agreement is effectively connected with the conduct of a
trade or business in the United States.  Each Bank covenants to
the Company and the Agent that the certificate so delivered by it
will be true and accurate and agrees to deliver to the Company
and the Agent additional true and accurate certificates promptly
after the occurrence of events requiring a change in the most
recent certificate previously delivered.  Unless an event has
occurred which renders delivery of the relevant form
inapplicable, each Bank will deliver to the Company a signed copy
of Form 1001 as and when required by the Internal Revenue Service
or (as the case may be) an annual Form 4224, and, in addition (if
necessary and applicable), a signed copy of Form W-9.

     (e)  For any period with respect to which a Bank has failed
to provide the Company or the Agent with the appropriate form
pursuant to Section 8.04(d) (unless such Bank is not lawfully
able to do so due to a change in treaty, law or regulation
occurring subsequent to the date on which such form originally
was required to be provided), such Bank shall not be entitled to
indemnification under Section 8.04(b) or (c) with respect to
Taxes imposed by the United States; provided that if a Bank,
which is otherwise exempt from or subject to a reduced rate of
withholding tax, becomes subject to Taxes because of its failure
to deliver a form required hereunder, the Borrowers shall take
<PAGE>
such steps as such Bank shall reasonably request to assist such
Bank to recover such Taxes.

     (f)  Each Bank will promptly notify the Company and the
Agent of any event of which it has knowledge which will entitle
such Bank to indemnification pursuant to this Section.  If any
Borrower is required to pay additional amounts to or for the
account of any Bank pursuant to this Section, then such Bank will
apply for and/or furnish documentation of any available exemption
from the Taxes or Other Taxes giving rise to such payment and/or
change the jurisdiction of its Applicable Lending Office if, in
the judgment of such Bank, its doing so (i) will eliminate or
reduce any such additional payment which may thereafter accrue
and (ii) is not otherwise disadvantageous to such Bank. Each Bank
represents to the Company that, to the best of its knowledge, as
of the Effective Date it is not subject to any Taxes or Other
Taxes which would require payments or indemnification by any
Borrower under this Section.

     Section 8.05.  Base Rate Loans Substituted for Affected
Fixed Rate Loans.  If (i) the obligation of any Bank to make, or
to continue or convert outstanding Loans as or to, Euro-Currency
Loans to any Borrower has been suspended pursuant to Section 8.02
or (ii) any Bank has demanded compensation under Section 8.03(b)
or 8.04 with respect to its CD Loans or Euro-Currency Loans, and
in any such case the relevant Borrower shall, by at least five
Euro-Dollar Business Days' prior notice to such Bank through the
Agent, have elected that the provisions of this Section shall
apply to such Bank, then, unless and until such Bank notifies the
Company that the circumstances giving rise to such suspension or
demand for compensation no longer exist, all Loans to such
Borrower which would otherwise be made by such Bank as (or
continued as or converted to) CD Loans or Euro-Currency Loans, as
the case may be, shall instead be Base Rate Loans (in the case of
Alternative Currency Loans, in the same Dollar Amount as the
Euro-Currency Loan that such Bank would otherwise have made in
the Alternative Currency) (on which interest and principal shall
be payable contemporaneously with the related CD Loans or
Euro-Currency Loans of the other Banks).  If such Bank notifies
the relevant Borrower that the circumstances giving rise to such
suspension or demand for compensation no longer exist, the
principal amount of each such Base Rate Loan shall be converted
into a CD Loan or Euro-Currency Loan, as the case may be, on the
first day of the next succeeding Interest Period applicable to
the related CD Loans or Euro-Dollar Loans of the other Banks.  If
such Loan is converted into an Alternative Currency Loan, such
Bank, the Agent and the relevant Borrower shall make such
arrangements as shall be required (including increasing or
decreasing the amount of such Alternative Currency Loan) so that
such Alternative Currency Loan shall be in the same amount as it
would have been if the provisions of this Section had never been
applied thereto.

<PAGE>
     Section 8.06.  Substitution of Bank.  If (i) the obligation
of any Bank to make Fixed Rate Loans has been suspended pursuant
to Section 8.02 or (ii) any Bank has demanded compensation under
Section 2.17, 8.03 or 8.04, and, in the case of either clause (i)
or clause (ii), such suspension is not generally applicable to or
such compensation has not generally been demanded by the other
Banks, then (A) the Company shall have the right, with the
assistance of the Agent, to seek an Eligible Assignee or
Assignees (which may be one or more of the Banks) to purchase the
Note and assume the Commitment of such Bank or (B) the Company
may elect to terminate this Agreement as to such Bank, and in
connection therewith not to borrow any Base Rate Loan provided
for in Section 8.02 or to prepay any Base Rate Loan made pursuant
to Section 8.02 or 8.03, provided that (x) the Company notifies
such Bank through the Agent of such election at least three
Euro-Dollar Business Days before any date fixed for such a
borrowing or such a prepayment, as the case may be, and each
Borrower repays all of such Bank's outstanding Loans to such
Borrower at the end of the respective Interest Periods applicable
thereto or as otherwise required by Section 8.02 or as otherwise
permitted by Section 2.11, (y) the Commitment of such Bank shall
terminate on the date of the last such payment and (z) in the
event that Level V Status (as defined in the Pricing Schedule)
exists at such time, such termination shall be subject to the
consent of the Required Banks.

           ARTICLE 9 -- REPRESENTATIONS AND WARRANTIES
                    OF ELIGIBLE SUBSIDIARIES

     Each Eligible Subsidiary shall be deemed by the execution
and delivery of its Election to Participate to have represented
and warranted as of the date thereof that:

     Section 9.01.  Existence and Power.  It is a corporation,
partnership, limited liability company or other entity duly
organized, validly existing and, where applicable, in good
standing under the laws of its jurisdiction of organization, and
is a Subsidiary of the Company.

     Section 9.02.  Organizational and Governmental
Authorization; Contravention.  The execution and delivery by it
of its Election to Participate and its Notes, and the performance
by it of this Agreement and its Notes, are within its powers,
have been duly authorized by all necessary action, require no
action by or in respect of, or filing with, any governmental
body, agency or official and do not contravene, or constitute a
default under, any provision of applicable law or regulation or
of its certificate of incorporation or by-laws or other
comparable organizational documents or of any agreement,
judgment, injunction, order, decree or other instrument binding
upon the Company or such Eligible Subsidiary result in the
creation or imposition of any Lien on any asset of the Company or
any of its Subsidiaries.

     Section 9.03.  Binding Effect.  This Agreement constitutes a
valid and binding agreement of such Eligible Subsidiary and its
Notes, when executed and delivered in accordance with this
Agreement, will constitute valid and binding obligations of such
Eligible Subsidiary, in each case enforceable in accordance with
its terms except as the same may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally
and by general principles of equity.

     Section 9.04.  Taxes.  Except as disclosed in such Election
to Participate, there is no income, stamp or other tax of any
country, or any taxing authority thereof or therein, imposed by
or in the nature of withholding or otherwise, which is imposed on
any payment to be made by such Eligible Subsidiary pursuant
hereto or on its Notes, or is imposed on or by virtue of the
execution, delivery or enforcement of its Election to Participate
or of its Notes.  If an Election to Participate indicates that
there is any such tax so imposed on payments made by the relevant
Eligible Subsidiary, each Bank will promptly notify the Agent and
the Company if, to the best of its knowledge, payments to it or
for its account are subject to such tax.

                     ARTICLE 10 -- GUARANTY

     Section 10.01.  The Guaranty.  The Company hereby
unconditionally guarantees the full and punctual payment (whether
at stated maturity, upon acceleration or otherwise) of the
principal of and interest on each Loan borrowed by any Eligible
Subsidiary pursuant to this Agreement and the full and punctual
payment of all other amounts payable by any Eligible Subsidiary
under this Agreement. Upon failure by any Eligible Subsidiary to
pay punctually any such amount, the Company shall forthwith on
demand pay the amount not so paid at the place and in the manner
and currency specified in this Agreement.

     Section 10.02.  Guaranty Unconditional.  The obligations of
the Company hereunder shall be unconditional and absolute and,
without limiting the generality of the foregoing, shall not be
released, discharged or otherwise affected by:

           (i) any extension, renewal, settlement, compromise,
     waiver or release in respect of any obligation of any
     Eligible Subsidiary under this Agreement or any Note, by
     operation of law or otherwise;

          (ii) any modification or amendment of or supplement to
     this Agreement or any Note;

         (iii) any release, impairment, non-perfection or
     invalidity of any direct or indirect security for any
     obligation of any Eligible Subsidiary under this Agreement
     or any Note;

<PAGE>
          (iv) any change in the existence, structure or
     ownership of any Eligible Subsidiary, or any insolvency,
     bankruptcy, reorganization or other similar proceeding
     affecting any Eligible Subsidiary or its assets or any
     resulting release or discharge of any obligation of any
     Eligible Subsidiary contained in this Agreement or any Note;

           (v) the existence of any claim, set-off or other
     rights which the Company may have at any time against any
     Eligible Subsidiary, the Agent, any Bank or any other
     Person, whether in connection herewith or with any unrelated
     transactions; provided that nothing herein shall prevent the
     assertion of any such claim by separate suit or compulsory
     counterclaim;

          (vi) any invalidity or unenforceability relating to or
     against any Eligible Subsidiary for any reason of this
     Agreement or any Note, or any provision of applicable law or
     regulation purporting to prohibit the payment by any
     Eligible Subsidiary of the principal of or interest on any
     of its Loans or any other amount payable by it under this
     Agreement; or

         (vii) any other act or omission to act or delay of any
     kind by any Eligible Subsidiary, the Agent, any Bank or any
     other Person or any other circumstance whatsoever which
     might, but for the provisions of this paragraph, constitute
     a legal or equitable discharge of the Company's obligations
     hereunder.

     Section 10.03.  Discharge Only Upon Payment In Full;
Reinstatement In Certain Circumstances.  The Company's
obligations under this Article 10 shall remain in full force and
effect until the Commitments shall have terminated and the
principal of and interest on the Loans of each Eligible
Subsidiary and all other amounts payable by each Eligible
Subsidiary under this Agreement shall have been paid in full. If
at any time any payment of the principal of or interest on any
Loan or any other amount payable by any Eligible Subsidiary under
this Agreement is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of
such Eligible Subsidiary or otherwise, the Company's obligations
hereunder with respect to such payment shall be reinstated at
such time as though such payment had been due but not made at the
time such payment is rescinded, restored or returned.

     Section 10.04.  Waiver by the Company.  The Company
irrevocably waives acceptance hereof, presentment, demand,
protest and any notice not provided for in this Article 10 as
well as any requirement that at any time any action be taken by
any Person against any Eligible Subsidiary or any other Person.

     Section 10.05.  Subrogation.  Upon making any payment with
respect to the obligations of any Eligible Subsidiary hereunder,
the Company shall be subrogated to the rights of the payee
against such Eligible Subsidiary with respect to such payment;
provided that the Company shall not enforce any payment by way of
subrogation against such Eligible Subsidiary so long as (i) any
Bank has any Commitment hereunder (unless such Subsidiary is no
longer an Eligible Subsidiary for purposes hereof) or (ii) any
amount payable by such Eligible Subsidiary hereunder remains
unpaid.

     Section 10.06.  Stay of Acceleration.  If acceleration of
the time for payment of any amount payable by any Eligible
Subsidiary under this Agreement or its Notes is stayed upon
insolvency, bankruptcy or reorganization of such Eligible
Subsidiary, all such amounts otherwise subject to acceleration
under the terms of this Agreement shall nonetheless be payable by
the Company hereunder forthwith on demand by the Agent made at
the request of the Required Banks.

                   ARTICLE 11 -- MISCELLANEOUS

     Section 11.01.  Notices.  All notices, requests and other
communications to any party hereunder shall be in writing
(including bank wire, telex, facsimile transmission or similar
writing) and shall be given to such party: (a) in the case of any
Borrower, at its address, facsimile number or telex number set
forth on the signature pages hereof (or, in the case of an
Eligible Subsidiary, its Election to Participate), (b) in the
case of the Agent, at its address, facsimile number or telex
number in New York City set forth on the signature pages hereof
(or, if expressly required to be given to it at its London
Office, at its address, facsimile number or telex number in
London set forth on the signature pages hereof), (c) in the case
of any Bank, at its address, facsimile number or telex number set
forth in its Administrative Questionnaire or (d) in the case of
any party, at such other address, facsimile number or telex
number as such party may hereafter specify for the purpose by
notice to the Agent and the Company.  Each such notice, request
or other communication shall be effective (i) if given by telex,
when such telex is transmitted to the telex number specified in
this Section and the appropriate answerback is received, (ii) if
given by facsimile transmission, when transmitted to the
facsimile number specified in this Section and confirmation of
receipt is received, (iii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage
prepaid, addressed as aforesaid or (iv) if given by any other
means, when delivered at the address specified in this Section;
provided that notices to the Agent under Article 2 or Article 8
shall not be effective until received.

     Section 11.02.  No Waivers.  No failure or delay by the
Agent or any Bank in exercising any right, power or privilege
hereunder or under any Note shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other
or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies
provided by law.

     Section 11.03.  Expenses; Indemnification.

     (a)  The Company agrees to promptly pay, whether or not any
Loan is made hereunder:  (i) the reasonable fees and
disbursements of the special counsel to the Agent in connection
with the negotiation of this Agreement, preparation for the
initial Borrowing hereunder and any waiver or amendment hereof
and (ii) costs of collection or enforcement incurred by the Agent
or any Bank (including allocated costs for in-house legal
services and reasonable counsel fees) in connection with any
Event of Default or any effort to collect sums past due
hereunder.

     (b)  The Company agrees to indemnify the Agent and each
Bank, their respective affiliates and the respective directors,
officers, agents and employees of the foregoing (each an
"Indemnitee") and hold each Indemnitee harmless from and against
any and all liabilities, losses, damages, costs and expenses of
any kind, including, without limitation, the reasonable fees and
disbursements of counsel (including allocated costs for in-house
legal service), which may be incurred by such Indemnitee in
connection with any investigative, administrative or judicial
proceeding (whether or not such Indemnitee shall be designated a
party thereto) brought or threatened relating to or arising out
of this Agreement or any actual or proposed use of proceeds of
Loans hereunder; provided that no Indemnitee shall have the right
to be indemnified hereunder for such Indemnitee's own gross
negligence or willful misconduct as determined by a court of
competent jurisdiction.  This indemnity shall not apply to claims
by a Bank and/or its affiliates against another Bank and/or its
affiliates.

     Section 11.04.  Sharing of Set-Offs.  Each Bank agrees that
if it shall, by exercising any right of set-off or counterclaim
or otherwise, receive payment of a proportion of the aggregate
amount of principal and interest then due with respect to any
Covered Obligation held by it which is greater than the
proportion received by any other Bank in respect of the aggregate
amount of principal and interest then due with respect to any
Covered Obligation held by such other Bank, the Bank receiving
such proportionately greater payment shall purchase such
participations in the Covered Obligations held by the other
Banks, and such other adjustments shall be made, as may be
required so that all such payments of principal and interest with
respect to the Covered Obligations held by the Banks shall be
shared by the Banks pro rata; provided that nothing in this
Section shall impair the right of any Bank to exercise any right
of set-off or counterclaim it may have and to apply the amount
subject to such exercise to the payment of indebtedness of a
<PAGE>
Borrower other than its indebtedness in respect of the Covered
Obligations.

     Section 11.05.  Amendments and Waivers.  Any provision of
this Agreement or the Notes may be amended or waived if, but only
if, such amendment or waiver is in writing and is signed by the
Company and the Required Banks (and, if the rights or duties of
the Agent are affected thereby, by the Agent); provided that no
such amendment or waiver shall, unless signed by all the Banks,
(i) except as provided in Section 2.18, increase or decrease the
Commitment of any Bank (except for a ratable decrease in the
Commitments of all Banks) or subject any Bank to any additional
obligation, (ii) reduce the principal of or rate of interest on
any Loan or any fees hereunder, (iii) postpone the date fixed for
any payment of principal of or interest on any Loan or any fees
hereunder or for scheduled termination of any Commitment or
(iv) change the percentage of the Commitments or of the aggregate
unpaid Dollar Amount of the Loans, or the number of Banks, which
shall be required for the Banks or any of them to take any action
under this Section or any other provision of this Agreement; and
provided further that no such amendment, waiver or modification
shall, unless signed by an Eligible Subsidiary, (w) subject such
Eligible Subsidiary to any additional obligation, (x) increase
the principal of or rate of interest on any outstanding Loan of
such Eligible Subsidiary, (y) accelerate the stated maturity of
any outstanding Loan of such Eligible Subsidiary or (z) change
this proviso.

     Section 11.06.  Successors; Participations and Assignments.

     (a)  The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their
respective successors and assigns, except that no Borrower may
assign or otherwise transfer any of its rights under this
Agreement without the prior written consent of all Banks.

     (b)  Any Bank may at any time grant to one or more banks or
other institutions (each a "Participant"), with the written
consent of the Company (which may be withheld by the Company in
its sole discretion), participating interests in its Commitment
or any or all of its Loans.  In the event of any such grant by a
Bank of a participating interest to a Participant, whether or not
upon notice to the Borrowers and the Agent, such Bank shall
remain responsible for the performance of its obligations
hereunder, and the Borrowers and the Agent shall continue to deal
solely and directly with such Bank in connection with such Bank's
rights and obligations under this Agreement. Any agreement
pursuant to which any Bank may grant such a participating
interest shall provide that such Bank shall retain the sole right
and responsibility to enforce the obligations of the Borrowers
hereunder including, without limitation, the right to approve any
amendment, modification or waiver of any provision of this
Agreement; provided that such participation agreement may provide
that such Bank will not agree to any modification, amendment or
waiver of this Agreement described in clause (i), (ii) or (iii)
of Section 11.05 without the consent of the Participant. The
Borrowers agree that each Participant for which the Company has
granted its written consent to such participation shall, to the
extent provided in its participation agreement, be entitled to
the benefits of Section 2.15 and Article 8 with respect to its
participating interest. An assignment or other transfer which is
not permitted by subsection (c) or (d) below shall be given
effect for purposes of this Agreement only to the extent of a
participating interest granted in accordance with this
subsection.

     (c)  Any Bank may at any time assign to one or more Eligible
Assignees  all, or a proportionate part (equivalent to an initial
Commitment of not less than $10,000,000) of all, of its rights
and obligations under this Agreement and the Notes, and such
Eligible Assignee shall assume such rights and obligations,
pursuant to an Assignment and Assumption Agreement in
substantially the form of Exhibit G hereto executed by such
Eligible Assignee and such transferor Bank, with (and subject to)
the written consent of the Company (which may be withheld by the
Company in its sole discretion); provided that such assignment
may, but need not, include rights of the transferor Bank in
respect of outstanding Money Market Loans. Upon execution and
delivery of such instrument and payment by such Eligible Assignee
to such transferor Bank of an amount equal to the purchase price
agreed between such transferor Bank and such Eligible Assignee,
such Eligible Assignee shall be a Bank party to this Agreement
and shall have all the rights and obligations of a Bank with a
Commitment as set forth in such instrument of assumption, and the
transferor Bank shall be released from its obligations hereunder
to a corresponding extent, and no further consent or action by
any party shall be required. Upon the consummation of any
assignment pursuant to this subsection (c), the transferor Bank,
the Agent and the Borrowers shall make appropriate arrangements
so that, if required, new Notes are issued to the Eligible
Assignee. In connection with any such assignment, the transferor
Bank shall pay to the Agent an administrative fee for processing
such assignment in the amount of $2,500. If the Eligible Assignee
is not organized under the laws of the United States of America
or a state thereof, it shall deliver to the Company and the Agent
certification as to exemption from deduction or withholding of
any United States federal income taxes in accordance with
Section 8.04.

     (d)  Notwithstanding any other provision of this Agreement,
any Bank may at any time create a security interest in, or
pledge, all or any portion of its rights under and interest in
this Agreement and the Note held by it in favor of any Federal
Reserve Bank in accordance with Regulation A of the Federal
Reserve Board or U.S. Treasury Regulation 31 CFR Section 203.14,
and such Federal Reserve Bank may enforce such pledge or security
interest in any manner permitted under applicable law.

     (e)  No Eligible Assignee, Participant or other transferee
of any Bank's rights shall be entitled to receive any greater
payment under Section 8.03 or 8.04 than such Bank would have been
entitled to receive with respect to the rights transferred,
unless such transfer is made with the Company's prior written
consent or by reason of the provisions of Section 8.02, 8.03 or
8.04 requiring such Bank to designate a different Applicable
Lending Office under certain circumstances or at a time when the
circumstances giving rise to such greater payment did not exist.

     Section 11.07.  No Reliance on Margin Stock.  Each of the
Banks represents to the Agent and each of the other Banks that it
in good faith is not relying upon any "margin stock" (as defined
in Regulation U) as collateral in the extension or maintenance of
the credit provided for in this Agreement.

     Section 11.08.  Governing Law; Submission to Jurisdiction. 
This Agreement and each Note shall be governed by and construed
in accordance with the laws of the State of New York.  Each
Borrower hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New
York and of any New York State court sitting in New York City for
purposes of all legal proceedings arising out of or relating to
this Agreement or the transactions contemplated hereby. Each
Borrower irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a
court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum.

     Section 11.09.  Counterparts; Effectiveness.  This Agreement
may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement shall
become effective upon receipt by the Agent of counterparts hereof
signed by each of the parties hereto (or, in the case of any
party as to which an executed counterpart shall not have been
received, receipt by the Agent in form satisfactory to it of
telegraphic, telex, facsimile or other written confirmation from
such party of execution of a counterpart hereof by such party).

     Section 11.10.  Consequences of Effectiveness; Transitional
Provisions.

     (a)  On the Effective Date, the commitments under the
Existing Agreement shall terminate without further action by any
party thereto.  The Agent will promptly notify each of the other
parties hereto and to the Existing Agreement of the effectiveness
of this Agreement.

     (b)  Concurrently with the effectiveness of this Agreement,
the Company shall prepay in full (including accrued and unpaid
interest thereon to, but excluding, the Effective Date) (i) all
"Money Market Loans" outstanding under the Existing Agreement
made by "Banks" under the Existing Agreement which are not Banks
hereunder and (ii) all Committed Loans outstanding under the
Existing Agreement.  Any "Money Market Loans" outstanding under
the Existing Agreement on the Effective Date made by Banks
parties to this Agreement shall remain outstanding as Money
Market Loans hereunder on the terms previously established with
respect thereto under the Existing Agreement.  Concurrently with
the effectiveness of this Agreement, the Company shall pay all
accrued and unpaid facility fees under the Existing Agreement to,
but excluding, the Effective Date.

     (c)  The Banks which are parties to the Existing Agreement,
comprising the "Required Banks" as defined therein, hereby waive
any requirement of notice of termination of the Commitments
pursuant to Section 2.09 of the Existing Agreement and any
restriction on prepayment of Money Market Loans to the extent
necessary to give effect to the subsections (a) and (b) above,
provided that any such prepayment of Money Market Loans shall be
subject to Section 2.13 of the Existing Agreement.

     Section 11.11.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     Section 11.12.  Confidentiality.  Information provided to
the Banks pursuant to Article 5 shall be maintained in confidence
by each Bank in accordance with the following:

     (a)  The term "Confidential Information" means all
information designated by the Company as confidential, whether of
an operational, economic or accounting nature, except information
which is now or hereafter becomes generally known in the
financial community through no fault of the Bank or information
which was in the Bank's possession at the time of receipt from
the Company and which was obtained by the Bank from third parties
lawfully in possession of such information without any breach by
such third party of a duty of confidentiality to or for the
benefit of the Company or by analysis by the Bank of
nonconfidential information possessed by it. Disclosures made
under this Agreement which are specific shall not be deemed to be
within the foregoing exceptions merely because they are embraced
by more general information possessed by the Bank which is not
confidential information within the meaning of the preceding
sentence. 

     (b)  Each Bank agrees to keep all Confidential Information
confidential from anyone other than persons employed by such Bank
who are engaged in administering the credit facility contemplated
hereby; provided that nothing herein shall prevent any Bank from
disclosing such information (i) to any other Bank or to the
Agent, (ii) to its legal counsel, employees of its affiliates and
other persons retained by it, if reasonably incidental to the
administration of the credit facility contemplated hereby,
(iii) upon the order of any court or administrative agency,
(iv) upon the request or demand of any regulatory agency or
authority, (v) in connection with any litigation to which the
Agent, any Bank or its subsidiaries or Parent may be a party,
(vi) to the extent necessary in connection with the exercise of
any remedy hereunder and (vii) to such Bank's independent
auditors; provided that if any Bank is served with legal process
which may require disclosure of Confidential Information it shall
promptly notify the Borrower of such fact.

     (c)  The provisions of this Section 11.12 are, as to any
Bank, subject to any other understanding, whether more
restrictive or less restrictive, heretofore or hereafter entered
into by such Bank and the Company with respect to particular
Confidential Information.

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

                         BOISE CASCADE OFFICE PRODUCTS
                           CORPORATION


                         By: /s/ Carol B. Moerdyk                
                         Title: Chief Financial Officer
                         Address: 800 West Byrn Mawr Avenue
                         Itasca, Illinois 60143-1594
                         Facsimile:


                         MORGAN GUARANTY TRUST 
                           COMPANY OF NEW YORK, 
                           as Agent


                         By: /s/ Glenda L. Irving               
                         Title: Vice President
                         Address: 60 Wall Street
                         New York, NY 10260
                         Facsimile:


                         THE CHASE MANHATTAN BANK


                         By: /s/ Ronald Potter                   
                         Title: Managing Director


<PAGE>
                         BANK OF AMERICA NATIONAL TRUST AND
                           SAVINGS ASSOCIATION


                         By: /s/ Christopher R. Gernhard         
                         Title: Vice President


                         CIBC INC.


                         By: /s/ Ray A. Mendoza                  
                         Title: Director, CIBC Wood Gundy
                           Securities Corp., as Agent


                         THE NORTHERN TRUST COMPANY


                         By: /s/ Linda E.S. Halton               
                         Title: Vice President


                         WACHOVIA BANK, N.A.


                         By: /s/ John A Whitner                  
                         Title: Vice President


                         CREDIT LYONNAIS NEW YORK BRANCH


                         By: /s/ Rod Hurst                       
                         Title: Vice President


                         MELLON BANK, N.A.


                         By: /s/ Susan A. Dalton                 
                         Title: Vice President


                         NATIONSBANK, N.A.


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


<PAGE>
                         ROYAL BANK OF CANADA


                         By: /s/ Brian W. Dixon                  
                         Title: Senior Manager


                         TORONTO DOMINION (TEXAS), INC.


                         By: /s/ Neva Nesbitt                    
                         Title: Vice President


                         ABN AMRO BANK N.V., SEATTLE BRANCH


                         By: /s/ Lee-Lee Miao                     
                         Title: Vice President

                         By: /s/ Leif H. Olsson
                         Title:  Group Vice President


                         BANK OF MONTREAL



                         By: /s/ Bill R. Grieve                  
                         Title: Managing Director


                         THE BANK OF NEW YORK


                         By: /s/ Robert Louk                     
                         Title: Vice President


                         FIRST BANK NATIONAL ASSOCIATION


                         By: /s/Michael S. Harter                
                         Title: Assistant Vice President


                         NATIONAL WESTMINSTER BANK PLC, NEW YORK
                           BRANCH


                         By: /s/ AnneMarie Torre                 
                         Title: Vice President


<PAGE>
                         NATIONAL WESTMINSTER BANK PLC, NASSAU
                           BRANCH


                         By: /s/ AnneMarie Torre                 
                         Title: Vice President


                         UNION BANK OF SWITZERLAND


                         By: /s/ Dieter Hoeppli                  
                         Title: Vice President



                         By: /s/ Philippe R. Sandmeier           
                         Title: Vice President


                         WELLS FARGO BANK N.A.


                         By: /s/ Bill Hauck                       
                         Title: Vice President
<PAGE>
                       COMMITMENT SCHEDULE


Bank                                               Commitment

Morgan Guaranty Trust Company of New York         $ 45,000,000
The Chase Manhattan Bank                          $ 45,000,000
Bank of America National Trust and
  Savings Association                             $ 32,500,000
CIBC Inc.                                         $ 32,500,000
The Northern Trust Company                        $ 32,500,000
Wachovia Bank, N.A.                               $ 32,500,000
Credit Lyonnais New York Branch                   $ 25,000,000
Mellon Bank, N.A.                                 $ 25,000,000
NationsBank, N.A.                                 $ 25,000,000
Royal Bank of Canada                              $ 25,000,000
Toronto Dominion (Texas), Inc.                    $ 25,000,000
ABN AMRO Bank N.V., Seattle Branch                $ 15,000,000
Bank of Montreal                                  $ 15,000,000
Bank of New York                                  $ 15,000,000
First Bank National Association                   $ 15,000,000
National Westminster Bank Plc                     $ 15,000,000
Union Bank of Switzerland                         $ 15,000,000
Wells Fargo Bank N.A.                             $ 15,000,000
                                                  ____________
                                   Total          $450,000,000


<PAGE>
                       PRICING SCHEDULE I

                      (Ratio Based Pricing)

     The "Euro-Currency Margin," "CD Margin" and "Facility Fee
Rate" for any day are the respective percentages set forth below
in the applicable row under the column corresponding to the
Status that exists on such day:

   Status     Level I   Level II   Level III   Level IV   Level V

Euro-Currency
Margin        0.165%    0.200%     0.250%      0.300%     0.450%

CD Margin     0.290%    0.325%     0.375%      0.425%     0.575%

Facility Fee
Rate          0.085%    0.100%     0.125%      0.150%     0.250%

     For purposes of this Schedule, subject to the concluding
paragraph of this Schedule, the following terms have the
following meanings:

     "Applicable Pricing Ratio" means, for each day during any
Quarter, the Pricing Ratio as at the last day of the immediately
preceding Quarter.

     "Level I Status" exists at any date if, at such date,
(i) the Applicable Pricing Ratio is equal to or less than 1.25
to 1 and (ii) such date occurs on or after the first anniversary
of the Effective Date.

     "Level II Status" exists at any date if, at such date,
(i) the Applicable Pricing Ratio is equal to or less than 1.75
to 1, (ii) such date occurs on or after the six-month anniversary
of the Effective Date and (iii) Level I Status does not exist.

     "Level III Status" exists at any date if, at such date,
(i) the Applicable Pricing Ratio is equal to or less than 2.25
to 1 and (ii) neither Level I Status nor Level II Status exists.

     "Level IV Status" exists at any date if, at such date,
(i) the Applicable Pricing Ratio is equal to or less than 2.80
and (ii) none of Level I Status, Level II Status and Level III
Status exists.

     "Level V Status" exists at any date if, at such date, no
other Status exists.

     "Pricing Ratio" means, as of the last day of any Quarter,
the ratio of (i) Consolidated Adjusted Debt as of such date to
(ii) Consolidated EBITDA for the period of four consecutive
fiscal quarters then ended.  Consolidated EBITDA for each four-
quarter period will be adjusted on a pro-forma basis to reflect
any Acquisition closed during such period as if such Acquisition
had been closed on the first day of such period.

     "Quarter" means each period of three consecutive calendar
months consisting of (i) January, February and March; (ii) April,
May and June; (iii) July, August and September and (iv) October,
November and December.

     "Status" refers to the determination of which of Level I
Status, Level II Status, Level III Status, Level IV Status or
Level V Status exists at any date.

     The Applicable Pricing Ratio for each Quarter shall be
determined initially on the basis of an estimate which shall be
furnished by the Company to the Agent not later than the earlier
of (i) the 60th day of such Quarter and (ii) the tenth day prior
to the first day (if any) during such Quarter on which interest
is payable in respect of Euro-Currency Loans or CD Loans.  If
when finally determined the actual Applicable Pricing Ratio
differs from the estimate, appropriate adjustments shall be made
as determined by the Agent.

     The Status for each day prior to July 1, 1997 shall be Level
III Status.  In the event the Company closes an Acquisition
during the Quarter ending September 30, 1997 then the Applicable
Pricing Ratio for each day during such Quarter subsequent to the
date of closing of such Acquisition shall be redetermined as if
such Acquisition had been closed on June 30, 1997.

<PAGE>
                       PRICING SCHEDULE II

                     (Ratings Based Pricing)

     The "Euro-Currency Margin", "CD Margin" and "Facility Fee
Rate" for any day are the respective percentages set forth below
in the applicable row under the column corresponding to the
Status that exists on such day:

   Status     Level I   Level II   Level III   Level IV   Level V

Euro-Currency
Margin        0.165%    0.200%     0.250%      0.300%     0.450%

CD Margin     0.290%    0.325%     0.375%      0.425%     0.575%

Facility Fee
Rate          0.085%    0.100%     0.125%      0.150%     0.250%

     For purposes of this Schedule, subject to the concluding
paragraph of this Schedule, the following terms have the
following meanings:

     "Level I Status" exists at any date if, at such date, the
Company is rated "A-" or higher by S&P or "A3" or higher by
Moody's.

     "Level II Status" exists at any date if, at such date,
(i) the Company is rated "BBB+" or higher by S&P or "Baa1" or
higher by Moody's and (ii) Level I Status does not exist.

     "Level III Status" exists at any date if, at such date,
(i) the Company is rated "BBB" or higher by S&P or "Baa2" or
higher by Moody's and (ii) neither Level I Status or Level II
Status exists.

     "Level IV Status" exists at any date if, at such date,
(i) the Company is rated "BBB-" or higher by S&P or "Baa3" or
higher by Moody's and (ii) none of Level I Status, Level II
Status and Level II Status exists.

     "Level V Status" exists at any date if, at such date, no
other Status exists.

     "Moody's" means Moody's Investors Service, Inc.

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

     "Status" refers to the determination of which of Level I
Status, Level II Status, Level III Status, Level IV Status or
Level V Status exists at any date.

<PAGE>
     The credit ratings to be utilized for purposes of this
Schedule are those assigned to the senior unsecured long-term
debt securities of the Company without third-party credit
enhancement, and any rating assigned to any other debt security
of the Company shall be disregarded. The ratings in effect for
any day are those in effect at the close of business on such day.
In the case of split ratings from S&P and Moody's, the rating to
be used to determine the applicable Status is the higher of the
two (e.g., BBB/Baa1 results in Level II Status); provided that if
the split is more than one full rating category, the intermediate
(or higher of the two intermediate ratings) will be used (e.g.,
BBB+/Baa3 results in Level III Status and A-/Baa3 results in
Level II Status).  In the event the Company has a rating from
only one of S&P or Moody's, Status shall be determined on the
basis of such rating.

<PAGE>
                                                 EXHIBIT A - Note


                              Note
                                              New York, New York 
                                              __________ __, 199_

     For value received, <NAME OF RELEVANT BORROWER>, a <RELEVANT
BORROWER'S JURISDICTION OF ORGANIZATION> <TYPE OF ENTITY> (the
"Borrower"), promises to pay to the order of ____________________
(the "Bank"), for the account of its Applicable Lending Office,
the unpaid principal amount of each Loan made by the Bank to the
Borrower pursuant to the Credit Agreement referred to below on
the maturity date provided for in the Credit Agreement.  The
Borrower promises to pay interest on the unpaid principal amount
of each such Loan on the dates and at the rate or rates and in
the currency provided for in the Credit Agreement.  All such
payments of principal and interest shall be made (i) if in
Dollars,  in lawful money of the United States in Federal or
other immediately available funds at the office of Morgan
Guaranty Trust Company of New York, 60 Wall Street, New York, New
York or (ii) if in an Alternative Currency, in such funds as may
then be customary for the settlement of international
transactions in such Alternative Currency at the place specified
for payment thereof pursuant to the Credit Agreement.

     All Loans made by the Bank, the respective types thereof
and, in the case of Alternative Currency Loans, the currency
thereof, and all repayments of the principal thereof shall be
recorded by the Bank and, if the Bank so elects in connection
with any transfer or enforcement hereof, appropriate notations to
evidence the foregoing information with respect to each such Loan
then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached
to and made a part hereof; provided that the failure of the Bank
to make any such recordation or endorsement shall not affect the
Borrower's obligations hereunder or under the Credit Agreement.

     This Note is one of the Notes referred to in the Credit
Agreement dated as of June 26, 1997 among Boise Cascade Office
Products Corporation, the Eligible Subsidiaries referred to
therein, the Banks party thereto and Morgan Guaranty Trust
Company of New York, as Agent (as the same may be amended from
time to time, the "Credit Agreement").  Terms defined in the
Credit Agreement are used herein with the same meanings. 
Reference is made to the Credit Agreement for provisions for the
prepayment hereof and the acceleration of the maturity hereof.

<PAGE>
     [The payment in full of the principal of and interest on
this Note has, pursuant to the provisions of the Credit
Agreement, been unconditionally guaranteed by Boise Cascade
Office Products Corporation.]


                         <NAME OF RELEVANT BORROWER>

                         By:_________________________
                         Name:
                         Title:
<PAGE>
                 Loans and Payments of Principal

_________________________________________________________________

      Currency of   Amount of  Type of  Amount of   Notation
Date     Loan         Loan      Loan    Principal   Made By
                                         Repaid
_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

<PAGE>
                           EXHIBIT B - Money Market Quote Request


               Form of Money Market Quote Request

                                                           [Date]


To:       Morgan Guaranty Trust Company of New York
          (the "Agent")

From:     <NAME OF RELEVANT BORROWER> (the "Borrower")

Re:       Credit Agreement (as the same may be amended from time
          to time, the "Credit Agreement") dated as of June 26,
          1997 among Boise Cascade Office Products Corporation,
          the Eligible Subsidiaries referred to therein, the
          Banks party thereto and the Agent


     We hereby give notice pursuant to Section 2.03 of the Credit
Agreement that we request Money Market Quotes for the following
proposed Money Market Borrowing(s):

Date of Borrowing: __________________

Currency       Principal Amount*         Interest Period**





     Such Money Market Quotes should offer a Money Market
[Margin] [Absolute Rate]. [The applicable base rate is the London
Interbank Offered Rate.]

     Terms used herein have the meanings assigned to them in the
Credit Agreement.

                         <NAME OF RELEVANT BORROWER>


                         By________________________
                            Name:
                            Title:

_______________________________
* Amount must be not less than $10,000,000 (or if in an
Alternative Currency, the Dollar Amount must not be less
than $10,000,000).

**Not less than one month (LIBOR Auction) or not less than
7 days (Absolute Rate Auction), subject to the provisions
of the devinition of Interest Period.<PAGE>
                  

 EXHIBIT C - Invitation for Money Market Quotes


           Form of Invitation for Money Market Quotes


To:  [Name of Bank]

Re:  Invitation for Money Market Quotes to <NAME OF BORROWER>
     (the "Borrower")

     Pursuant to Section 2.03 of the Credit Agreement dated as of
June 26, 1997 among Boise Cascade Office Products Corporation,
the Eligible Subsidiaries referred to therein, the Banks party
thereto and the undersigned, as Agent, we are pleased on behalf
of the Borrower to invite you to submit Money Market Quotes to
the Borrower for the following proposed Money Market
Borrowing(s):


Date of Borrowing: __________________

Currency         Principal Amount         Interest Period



     Such Money Market Quotes should offer a Money Market
[Margin] [Absolute Rate]. [The applicable base rate is the London
Interbank Offered Rate.]

     Please respond to this invitation by no later than
[2:00 P.M.] [9:30 A.M.] (New York City/London time) on [date].

                         MORGAN GUARANTY TRUST COMPANY
                          OF NEW YORK, as Agent


                         By______________________
                            Authorized Officer<PAGE>
    


 EXHIBIT D - Money Market Quote


                   Form of Money Market Quote


To:  Morgan Guaranty Trust Company of New York, as Agent

Re:  Money Market Quote to <NAME OF BORROWER> (the "Borrower")

     In response to your invitation on behalf of the Borrower
dated _____________, ____, we hereby make the following Money
Market Quote on the following terms:

1.   Quoting Bank:  ____________________________________________
2.   Person to contact at Quoting Bank:  _______________________
3.   Date of Borrowing: ________________________________________*
4.   We hereby offer to make Money Market Loan(s) in the
     following principal amounts, for the following Interest
     Periods and at the following rates:

         Principal Interest   Money Market
Currency Amount**  Period***  [Margin****] [Absolute Rate*****]

     [Provided, that the aggregate principal amount of Money
     Market Loans for which the above offers may be accepted
     shall not exceed $____________.]**

     We understand and agree that the offer(s) set forth above,
subject to the satisfaction of the applicable conditions set
forth in the Credit Agreement dated as of June 26, 1997 among
Boise Cascade Office Products Corporation, the Eligible
Subsidiaries referred to therein, the Banks party thereto and
yourselves, as Agent, irrevocably obligate(s) us to make the
Money Market Loan(s) for which any offer(s) are accepted, in
whole or in part.


                                   Very truly yours,

                                   [NAME OF BANK]


Dated:_______________
                                   By:__________________
                                      Authorized Officer
_______________________________
*     As specified in the related Invitation.

**    Principal amount bid for each Interest Period may not
exceed principal amount requested.  Specify aggregate
limitation if the sum of the individual offers exceeds the
amount the Bank is willing to lend.  Each bid must be made
for Dollar Amount not less than $5,000,000.

***   Not less than one month or not less than 7 days, as
specified in the related Invitation.  No more than five bids
are permitted for each Interest Period.

****  Margin over or under the London Interbank Offered Rate
determined for the applicable Interest Period.  Specify
percentage (to the nearest 1/10,000th of 1%) and specify
whether "PLUS" or "MINUS."

***** Specify rate of interest per annum (to the nearest
1/10,000th of 1%).
<PAGE>
         EXHIBIT E - Opinion of Counsel for the Company


                           Opinion of
                     Counsel for the Company


                                                   [Closing Date]


To the Banks and the Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260

Dear Sirs:

     I am Senior Vice President and General Counsel of Boise
Cascade Corporation and have acted as counsel for Boise Cascade
Office Products Corporation (the "Company") in connection with
the Credit Agreement (the "Credit Agreement") dated as of
June 26, 1997 among the Company, the Eligible Subsidiaries
referred to therein, the Banks listed on the signature pages
thereof and Morgan Guaranty Trust Company of New York, as Agent. 
Terms defined in the Credit Agreement are used herein as therein
defined.  This opinion is being rendered to you at the request of
my client pursuant to Section 3.01(b) of the Credit Agreement.

     I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate
records, certificates of public officials and other instruments
and have conducted such other investigations of fact and law as I
have deemed necessary or advisable for purposes of this opinion.

     Upon the basis of the foregoing, I am of the opinion that:

     1.  The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of Delaware and has
all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its
business as now conducted.

     2.  The execution, delivery and performance by the Company
of the Credit Agreement and its Notes are within the corporate
powers of the Company, have been duly authorized by all necessary
corporate action, require no action by or in respect of, or
filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of
incorporation or by-laws of the Company or of any agreement,
judgment, injunction, order, decree or other instrument binding
upon the Company or any of its Subsidiaries or result in the
creation or imposition of any Lien on any asset of the Company or
any of its Subsidiaries (other than any Bank's right of set-off,
to the extent the same may constitute a Lien).

     3.  The Credit Agreement constitutes a valid and binding
agreement of the Company and each Note issued thereunder by the
Company constitutes a valid and binding obligation of the
Company, in each case enforceable in accordance with its terms
except as the same may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and by general
principles of equity.

     4.  There is no action, suit or proceeding pending against,
or to the best of my knowledge threatened against or affecting,
the Company or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official, in which
there is a reasonable possibility of an adverse decision which
could materially adversely affect the business, consolidated
financial position or consolidated results of operations of the
Company and its Consolidated Subsidiaries, considered as a whole,
or which in any manner draws into question the validity or
enforceability of the Credit Agreement or the Notes issued by the
Company.

     5.  Each of the Company's corporate Subsidiaries is a
corporation validly existing and in good standing under the laws
of its jurisdiction of incorporation, and has all corporate
powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now
conducted.

                              Very truly yours,


                              John W. Holleran
<PAGE>
      EXHIBIT F - Opinion of Special Counsel for the Agent


                           Opinion of 
             Davis Polk & Wardwell, Special Counsel
                          for the Agent


                                                   [Closing Date]

To the Banks and the Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260

Dear Sirs:

     We have participated in the preparation of the Credit
Agreement dated as of June 26, 1997 (the "Credit Agreement")
among Boise Cascade Office Products Corporation, a Delaware
corporation (the "Company"), the Eligible Subsidiaries referred
to therein, the Banks party thereto and Morgan Guaranty Trust
Company of New York, as Agent, and have acted as special counsel
for the Agent for the purpose of rendering this opinion pursuant
to Section 3.01(c) of the Credit Agreement. Terms defined in the
Credit Agreement are used herein as therein defined.

     We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments
and have conducted such other investigations of fact and law as
we have deemed necessary or advisable for purposes of this
opinion.

     Upon the basis of the foregoing, we are of the opinion that:

     1. The execution, delivery and performance by the Company of
the Credit Agreement and its Notes are within the Company's
corporate powers and have been duly authorized by all necessary
corporate action.

     2. The Credit Agreement constitutes a valid and binding
agreement of the Company and each Note issued thereunder by the
Company today constitutes a valid and binding obligation of the
Company, in each case enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency or similar laws
affecting creditors' rights generally and general principles of
equity.

     We are members of the Bar of the State of New York and the
foregoing opinion is limited to the laws of the State of New
York, the federal laws of the United States of America and the
General Corporation Law of the State of Delaware.  In giving the
foregoing opinion, we express no opinion as to the effect (if
any) of any law of any jurisdiction (except the State of New
York) in which any Bank is located which limits the rate of
interest that such Bank may charge or collect.

     This opinion is rendered solely to you in connection with
the above matter. This opinion may not be relied upon by you for
any other purpose or relied upon by any other Person without our
prior written consent.

                              Very truly yours,<PAGE>
          


 EXHIBIT G - Form of Election to Participate


                 Form of Election to Participate


                                                           [Date]



MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent for
the Banks party to the Credit
Agreement dated as of June 26, 1997
among Boise Cascade Office Products Corporation,
the Eligible Subsidiaries referred to therein,
such Banks and such Agent (as the same may be 
amended from time to time, the "Credit Agreement")

Dear Sirs:

     Reference is made to the Credit Agreement described above.
Terms not defined herein which are defined in the Credit
Agreement shall have for the purposes hereof the meaning provided
therein.

     The undersigned, [name of Eligible Subsidiary], a
[jurisdiction of organization] [type of entity], hereby elects to
be an Eligible Subsidiary for purposes of the Credit Agreement,
effective from the date hereof until an Election to Terminate
shall have been delivered with respect to the undersigned in
accordance with the Credit Agreement. The undersigned confirms
that the representations and warranties set forth in Article 9 of
the Credit Agreement are true and correct as to the undersigned
as of the date hereof, and the undersigned agrees to perform all
the obligations of an Eligible Subsidiary under, and to be bound
in all respects by the terms of, the Credit Agreement, including
without limitation Section 11.08 thereof, as if the undersigned
were a signatory party thereto.

     [Tax disclosure pursuant to Section 9.04.]

     The address to which all notices to the undersigned under
the Credit Agreement should be directed is:

     This instrument shall be construed in accordance with and
governed by the laws of the State of New York.

                              Very truly yours,
                              [NAME OF ELIGIBLE SUBSIDIARY]

                              By____________________________
                              Title:

     The undersigned hereby confirms that [name of Eligible
Subsidiary] is an Eligible Subsidiary for purposes of the Credit
Agreement described above.

                              BOISE CASCADE OFFICE PRODUCTS
                              CORPORATION


                              By____________________________
                              Name:
                              Title:
<PAGE>
            EXHIBIT H - Form of Election to Terminate


                  Form of Election to Terminate

                                                           [Date]


MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent for
the Banks party to the Credit
Agreement dated as of June 26, 1997
among Boise Cascade Office Products Corporation,
the Eligible Subsidiaries referred to therein,
such Banks and such Agent (as the same may be 
amended from time to time, the "Credit Agreement")

Dear Sirs:

     Reference is made to the Credit Agreement described above.
Terms not defined herein which are defined in the Credit
Agreement shall have for the purposes hereof the meaning provided
therein.

     The undersigned, [name of Eligible Subsidiary], a
[jurisdiction of organization] [type of entity], hereby elects to
terminate its status as an Eligible Subsidiary for purposes of
the Credit Agreement, effective as of the date hereof. The
undersigned hereby represents and warrants that all principal and
interest on all Loans borrowed by the undersigned and all other
amounts payable by the undersigned pursuant to the Credit
Agreement have been paid in full on or prior to the date hereof.
Notwithstanding the foregoing, this Election to Terminate shall
not affect any obligation of the undersigned under the Credit
Agreement or under any of its Notes heretofore incurred.

     This instrument shall be construed in accordance with and
governed by the laws of the State of New York.

                              Very truly yours,

                              [NAME OF ELIGIBLE SUBSIDIARY]


                              By_______________________
                              Title:

<PAGE>
     The undersigned hereby confirms that the status of [name of
Eligible Subsidiary] as an Eligible Subsidiary for purposes of
the Credit Agreement described above is terminated as of the date
hereof.
                              BOISE CASCADE OFFICE PRODUCTS
                              CORPORATION


                              By_________________________
                              Name:
                              Title:
<PAGE>
     EXHIBIT I - Opinion of Counsel for Eligible Subsidiary


                           Opinion of
                 Counsel for Eligible Subsidiary


                                        [Dated as provided in
                                        Section 3.03 of the
                                        Credit Agreement]


To the Banks and the Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260

Dear Sirs:

     I am counsel to [name of Eligible Subsidiary], a
[jurisdiction of organization] [type of entity] (the "Borrower")
and give this opinion pursuant to Section 3.03(b) of the Credit
Agreement (as in effect on the date hereof, the "Credit
Agreement") dated as of June 26, 1997 among Boise Cascade Office
Products Corporation (the "Company"), the Eligible Subsidiaries
referred to therein, the banks party thereto and Morgan Guaranty
Trust Company of New York, as Agent. Terms defined in the Credit
Agreement are used herein as therein defined.

     I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate
records, certificates of public officials and other instruments
and have conducted such other investigations of fact and law as I
have deemed necessary or advisable for purposes of this opinion.

     Upon the basis of the foregoing, I am of the opinion that:

     1.  The Borrower is a [type of entity] duly organized,
validly existing and in good standing under the laws of
[jurisdiction of organization], and is a Subsidiary of the
Company.

     2.  The execution and delivery by the Borrower of its
Election to Participate and its Notes and the performance by the
Borrower of the Credit Agreement and its Notes are within the
Borrower's powers, have been duly authorized by all necessary
action, require no action by or in respect of, or filing with,
any governmental body, agency or official and do not contravene,
or constitute a default under, any provision of applicable law or
regulation or of the certificate of incorporation or by-laws or
other organizational document of the Borrower or of any
agreement, judgment, injunction, order, decree or other
instrument binding upon the Borrower or the Company or any of the
Company's Subsidiaries or result in the creation or imposition of
any Lien on any asset of the Company or any of its Subsidiaries.

     3.  The Credit Agreement constitutes a valid and binding
agreement of the Borrower and its Notes constitute valid and
binding obligations of the Borrower.

     4.  Except as disclosed in the Borrower's Election to
Participate, there is no income, stamp or other tax of
[jurisdiction of organization and, if different, principal place
of business], or any taxing authority thereof or therein, imposed
by or in the nature of withholding or otherwise, which is imposed
on any payment to be made by the Borrower pursuant to the Credit
Agreement or its Notes, or is imposed on or by virtue of the
execution, delivery or enforcement of its Election to Participate
or of its Notes.

                              Very truly yours,<PAGE>
        


 EXHIBIT J- Assignment and Assumption Agreement


               Assignment and Assumption Agreement

     ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of _________,
__ among <NAME OF ASSIGNOR> (the "Assignor") and <NAME OF
ASSIGNEE> (the "Assignee").

     WHEREAS, this Assignment and Assumption Agreement (the
"Agreement") relates to the Credit Agreement dated as of June 26,
1997 among Boise Cascade Office Products Corporation (the
"Company"), the Eligible Subsidiaries referred to therein, the
Assignor and other Banks party thereto and the Agent (as amended
from time to time, the "Credit Agreement");

     WHEREAS, as provided under the Credit Agreement, the
Assignor has a Commitment to make Loans to the Borrowers in an
aggregate Dollar Amount at any time outstanding not to exceed
$____________;

     WHEREAS, Committed Loans made to the Borrowers by the
Assignor under the Credit Agreement in the aggregate Dollar
Amount of $__________ are outstanding at the date hereof;

     WHEREAS, the Assignor proposes to assign to the Assignee all
of the rights of the Assignor under the Credit Agreement in
respect of a portion of its Commitment thereunder in an amount
equal to $__________ (the "Assigned Amount"), together with a
corresponding portion of each of its outstanding Committed Loans,
and the Assignee proposes to accept such assignment of such
rights and assume the corresponding obligations from the Assignor
on such terms;

     NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements contained herein, the parties hereto agree as
follows:

     SECTION 1. Definitions. All capitalized terms not otherwise
defined herein have the respective meanings set forth in the
Credit Agreement.

     SECTION 2. Assignment. The Assignor hereby assigns and sells
to the Assignee all of the rights of the Assignor under the
Credit Agreement to the extent of the Assigned Amount, and the
Assignee hereby accepts such assignment from the Assignor and
assumes all of the obligations of the Assignor under the Credit
Agreement to the extent of the Assigned Amount, including the
purchase from the Assignor of the corresponding portion of the
principal amount of each of the Committed Loans made by the
Assignor outstanding at the date hereof. Upon the execution and
delivery hereof by the Assignor and the Assignee, consent hereof
of the Company and the Agent and the payment of the amounts
specified in Section 3 required to be paid on the date hereof
(i) the Assignee shall, as of the date hereof, succeed to the
rights and be obligated to perform the obligations of a Bank
under the Credit Agreement with a Commitment in an amount equal
to the Assigned Amount, and (ii) the Commitment of the Assignor
shall, as of the date hereof, be reduced by a like amount and the
Assignor released from its obligations under the Credit Agreement
to the extent such obligations have been assumed by the Assignee.
The assignment provided for herein shall be without recourse to
the Assignor.

     SECTION 3. Payments. As consideration for the assignment and
sale contemplated in Section 2 hereof, the Assignee shall pay to
the Assignor on the date hereof, in Dollars (in Federal funds)
and the relevant Alternative Currencies,  the amounts heretofore
agreed between them.1  It is understood that facility fees accrued
before the date hereof are for the account of the Assignor and
such fees accruing on and after the date hereof with respect to
the Assigned Amount are for the account of the Assignee. Each of
the Assignor and the Assignee agrees that if it receives any
amount under the Credit Agreement which is for the account of the
other party hereto, it shall receive the same for the account of
such other party to the extent of such other party's interest
therein and promptly pay the same to such other party.

     SECTION 4. Consent of the Company and the Agent. This
Agreement is conditioned upon the consent of the Company and the
Agent pursuant to Section 11.06(c) of the Credit Agreement. The
execution of this Agreement by the Company and the Agent is
evidence of this consent. Pursuant to Section 11.06(c), the
Company agrees to execute and deliver a Note and to cause each
Eligible Subsidiary to execute and deliver a Note payable to the
order of the Assignee to evidence the assignment and assumption
provided for herein.

     SECTION 5. Non-Reliance on Assignor. The Assignor makes no
representation or warranty in connection with, and shall have no
responsibility with respect to, the solvency, financial condition
or statements of any Borrower, or the validity and enforceability
of the any Borrower's obligations under the Credit Agreement or
any Note. The Assignee acknowledges that it has, independently
and without reliance on the Assignor, and based on such documents
and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and will
continue to be responsible for making its own independent
appraisal of the business, affairs and financial condition of the
Borrowers.

     SECTION 6. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
New York.

     SECTION 7. Counterparts. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with
<PAGE>
the same effect as if the signatures thereto and hereto were upon
the same instrument.

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

                              <NAME OF ASSIGNOR>

                              By_________________________
                              Name:
                              Title:

                              <NAME OF ASSIGNEE>
     
                              By__________________________
                              Name:
                              Title:

     The undersigned consent to the foregoing assignment.

                              BOISE CASCADE OFFICE PRODUCTS
                              CORPORATION


                              By__________________________
                              Name:
                              Title:


                              MORGAN GUARANTY TRUST COMPANY
                                OF NEW YORK, as Agent

                              By__________________________
                              Name:
                              Title:
__________________________
*  Amount should combine principal together with accrued interest and
breakage compensation, if any, to be paid by the Assignee, net of any 
portion of any upfront fee to be paid by the Assignor to the Assignee.
It may be preferable in an appropriate case to specify these amounts
generically or by formula rather than as a fixed sum.