Prepared by MerrillDirect













CREDIT
AGREEMENT


Dated as of November 21, 2000


among


LOUISIANA-PACIFIC CORPORATION,


as the Borrower,


THE FINANCIAL INSTITUTIONS

PARTY HERETO


and


BANK OF AMERICA, N.A.


as Administrative Agent,


WACHOVIA BANK, N.A.


as Syndication Agent


and


BANK ONE, N.A.


as Documentation Agent


and


BANC OF AMERICA SECURITIES,
LLC,


as Lead Arranger and Book
Manager


 










	TABLE OF CONTENTS
	CREDIT
  AGREEMENT	 
	WITNESSETH
  THAT:	 
	ARTICLE
  I. DEFINITIONS	 
	  1.01	Certain Defined Terms.	 
	  1.02	Accounting Principles.	 
	ARTICLE
  II. THE CREDITS	 
	  2.01	Amounts and Terms of Commitments.	 
	  2.02	Loan Accounts; Notes;
  Designation of Borrower.	 
	  2.03	Procedure for the Borrowing.	 
	  2.04	Conversion and
  Continuation Elections for Loans.	 
	  2.05	Prepayments.	 
	  2.06	Repayment.	 
	  2.07	Interest.	 
	  2.08	Fees.	 
	  2.09	Computation of Fees
  and Interest.	 
	  2.10	Payments by the Borrower.	 
	  2.11	Payments by the Banks
  to the Agent.	 
	  2.12	Sharing of Payments,
  Etc.	 
	  2.13	Guaranty.	 
	ARTICLE
  III. TAXES, YIELD PROTECTION AND ILLEGALITY	 
	  3.01	Taxes.	 
	  3.02	Illegality.	 
	  3.03	Increased Costs and
  Reduction of Return.	 
	  3.04	Funding Losses.	 
	  3.05	Inability to Determine Rates.	 
	  3.06	Survival.	 
	ARTICLE
  IV. CONDITIONS PRECEDENT	 
	  4.01	Conditions of Initial Loans.	 
	  4.02	Conditions to the
  Borrowing and all Conversions and Continuations.	 
	ARTICLE
  V. REPRESENTATIONS AND WARRANTIES	 
	  5.01	Corporate Existence.	 
	  5.02	Subsidiaries.	 
	  5.03	Corporate
  Authorization.	 
	  5.04	Governmental Authorization.	 
	  5.05	No Contravention.	 
	  5.06	Binding Effect.	 
	  5.07	Encumbrances.	 
	  5.08	Compliance with Laws.	 
	  5.09	Litigation.	 
	  5.10	No Default.	 
	  5.11	Use of Proceeds;
  Margin Regulations.	 
	  5.12	Regulated Entities.	 
	  5.13	Financial Statements.	 
	  5.14	ERISA Compliance.	 
	  5.15	Swap Obligations.	 
	ARTICLE
  VI. AFFIRMATIVE COVENANTS	 
	  6.01	Use of Proceeds.	 
	  6.02	Preservation of
  Corporate Existence, Etc.	 
	  6.03	Notices.	 
	  6.04	Payment of
  Obligations.	 
	  6.05	Insurance.	 
	  6.06	Inspection of Property
  and Books and Records.	 
	  6.07	Financial Statements.	 
	  6.08	ERISA Compliance.	 
	  6.09	New Subsidiaries.	 
	  6.10	Additional Covenants.	 
	ARTICLE
  VII. NEGATIVE COVENANTS	 
	  7.01	Funded Debt to Capitalization.	 
	  7.02	Disposition of
  Property.	 
	  7.03	Mergers.	 
	  7.04	Encumbrances.	 
	  7.05	Use of Proceeds.	 
	  7.06	ERISA.	 
	ARTICLE
  VIII. EVENTS OF DEFAULT	 
	  8.01	Events of Default.	 
	  8.02	Remedies.	 
	  8.03	Rights Not Exclusive.	 
	  8.04	Notice of Default.	 
	ARTICLE
  IX. THE AGENT	 
	  9.01	Appointment and
  Authorization; “Agent”.	 
	  9.02	Delegation of Duties.	 
	  9.03	Liability of Agent.	 
	  9.04	Reliance by Agent.	 
	  9.05	Notice of Default.	 
	  9.06	Credit Decision.	 
	  9.07	Indemnification of Agent.	 
	  9.08	Agent in Individual Capacity.	 
	  9.09	Successor Agent.	 
	  9.10	Other Agents.	 
	ARTICLE
  X. MISCELLANEOUS	 
	  10.01	Amendments and
  Waivers.	 
	  10.02	Notices.	 
	  10.03	No Waiver; Cumulative Remedies.	 
	  10.04	Costs and Expenses.	 
	  10.05	Borrower Indemnification.	 
	  10.06	Payments Set Aside.	 
	  10.07	Successors and
  Assigns.	 
	  10.08	Assignments,
  Participations, etc.	 
	  10.09	Confidentiality.	 
	  10.10	Set-off.	 
	  10.11	Notification of
  Addresses, Lending Offices, Etc.	 
	  10.12	Counterparts.	 
	  10.13	Severability.	 
	  10.14	No Third Parties Benefited.	 
	  10.15	Certain Interpretive Provisions.	 
	  10.16	Governing Law;
  Submission to Jurisdiction.	 
	  10.17	Arbitration; Reference
  Proceeding.	 
	  10.18	Waiver of Jury Trial.	 
	  10.19	Entire Agreement.	 
	Schedule
  2.1	Commitments
	Schedule
  5.14(c)	ERISA
  Matters
	Schedule
  10.02	Lending
  Offices
	Schedule
  10.02	Agent’s
  Payment Office
	 	 
	Exhibit
  A	Form
  of Notice of Borrowing
	Exhibit
  B	Form
  of Notice of Conversion
	Exhibit
  C	Form
  of Compliance Cert.
	Exhibit
  D-1	Form
  of Opinion of Miller
	Exhibit
  D-2	Form
  of Opinion of Mofo
	Exhibit
  E	Form
  of Assignment and Acceptance
	Exhibit
  F	Form
  of Note
	Exhibit
  G	Form
  of Guaranty
	Exhibit
  H	Form
  of Contribution Agreement
	Exhibit
  I	Form
  of Supplement Agreement
				



 







CREDIT AGREEMENT


             This
CREDIT AGREEMENT, dated as of November 21, 2000, among Louisiana-Pacific
Corporation, a corporation organized under the laws of the State of Delaware
(the “Borrower”), the several financial institutions from time to time party to
this Agreement (collectively, the “Banks”; individually, a “Bank”), Wachovia
Bank, N.A. as Syndication Agent, Bank One, N.A., as Documentation Agent and
Bank of America, N.A. as Administrative Agent for the Banks.


WITNESSETH THAT:


             WHEREAS,
the Banks have agreed to make available to the Borrower a term loan facility
upon the terms and conditions set forth in this Agreement;


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


ARTICLE I.



DEFINITIONS


             1.01      Certain Defined Terms
 .  In addition to the terms defined elsewhere
in this Agreement, the following terms have the meanings indicated for purposes
of this Agreement:


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


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



(b)        to direct or cause the direction of the
management and policies of such other Person, whether through the ownership of
voting securities, by contract or otherwise.



             “Agent”
means Bank of America in its capacity as agent for the Banks hereunder, and any
successor agent arising under Section 9.09.


             “Agent-Related
Persons” means Bank of America in its capacity as Agent and any successor
agent arising under Section 9.09, together with their respective Affiliates
(including, in the case of Bank of America, the Arranger), and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.





             “Agent's
Payment Office” means the address for payments set forth on Schedule 10.02
in relation to the Agent, or such other address as the Agent may from time to
time specify.


             “Agreement”
means this Credit Agreement.


             “Approved
Fund” means any Fund that is administered or managed by (a) a Bank, (b) an
Affiliate of a Bank or (c) an entity or an Affiliate of an entity that
administers or manages a Bank.


             “Arranger”
means  Banc of America Securities, LLC,
a Delaware corporation.


             “Attorney
Costs” means and includes all fees and disbursements of any law firm or
other external counsel, the allocated cost of internal legal services and all
disbursements of internal counsel.


             “Bank”
has the meaning specified in the introductory clause hereto.  References to the “Banks” shall include Bank
of America so long as it has a Commitment or holds Loans hereunder.


             “Bank
of America” means Bank of America, N.A., a national banking association.


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


             “Base
Rate Loan” means a Loan that bears interest based on the Base Rate.


             “Borrower”
has the meaning specified in the introductory clause hereto.


             “Borrowing”
means the borrowing hereunder consisting of Loans of the same Type made to the
Borrower on a single date pursuant to subsection 2.01(a) by the Banks ratably
according to their respective Pro Rata Shares and, in the case of Offshore Rate
Loans, having the same Interest Period.


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





             “Capitalization”
means, as at any time, the sum of Funded Debt and Net Worth.


             “Closing
Date” means the date on which all conditions precedent set forth in Article
IV shall have been satisfied or waived.


             “Code”
means the Internal Revenue Code of 1986, and regulations promulgated
thereunder.


             “Contribution
Agreement” means a contribution agreement between the Borrower and each of
the Material Domestic Subsidiaries now or hereafter parties to the Guaranty
substantially in the form of Exhibit H.


             “Commitment”
means, as to each Bank, such Bank's obligation to make Loans pursuant to
subsection 2.01(a) or (b).


             “Compliance
Certificate” means a certificate substantially in the form of Exhibit C.


             “Conversion/Continuation
Date” means any date on which, under Section 2.04, the Borrower (a)
converts Loans of one Type to another Type, or (b) continues as Loans of the
same Type, but with a new Interest Period, Loans having Interest Periods
expiring on such date.


             “Debt
Rating” means, on any date, the rating of the Borrower’s senior unsecured
and non-credit enhanced long-term indebtedness, as most recently publicly
announced by Moody’s and S&P.


             “Default”
means any event or circumstance which, with the giving of notice, the lapse of
time, or both, would (if not cured or otherwise remedied during such time)
constitute an Event of Default.


             “Dollars”,
“dollars”, and “$” means dollars of the United States of America.


             “Eligible
Assignee” means (a) a Bank; (b) an Affiliate of a Bank; (c) an Approved
Fund; and (d) any other Person (other than a natural Person) approved by the
Agent, in the case of any assignment of a Loan, and, unless (x) such Person is
taking delivery of an assignment in connection with physical settlement of a
credit derivatives transaction or (y) an Event of Default has occurred and is
continuing, the Borrower (each such approval not to be unreasonably withheld or
delayed).


             “ERISA”
means the Employee Retirement Income Security Act of 1974, and regulations
promulgated thereunder.


             “ERISA
Affiliate” means any trade or business (whether or not incorporated) under
common control with the Borrower within the meaning of Section 414(b) or (c) of
the Code (and Sections 414(m) and (o) of the Code for purposes of provisions
relating to Section 412 of the Code).





             “ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject
to Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
operations which is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan
is in reorganization; (d) the filing of a notice of intent to terminate a
Pension Plan or Multiemployer Plan, the treatment of a Plan amendment as a
termination under Section 4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e)
an event or condition which might reasonably be expected to constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than PBGC premiums
due but not delinquent under Section 4007 of ERISA, upon the Borrower or any
ERISA Affiliate.


             “Eurodollar
Reserve Percentage” has the meaning specified in the definition of
“Offshore Rate”.


             “Event
of Default” means any event listed in Section 8.01.


             “Existing
Agreement” means the Credit Agreement dated as of January 31, 1997 among
the Borrower, Louisiana-Pacific Canada Limited, the financial institutions
party thereto and Bank of America, N.A., as administrative agent, as amended.


             “FDIC”
means the Federal Deposit Insurance Corporation, and any governmental authority
succeeding to any of its principal functions.


             “Federal
Funds Rate” means, for any day, the rate set forth in the weekly
statistical release designated as H.15(519), or any successor publication,
published by the Federal Reserve Bank of New York (including any such
successor, “H.15(519)”) on the preceding Business Day opposite the caption
“Federal Funds (Effective)”; or, if for any relevant day such rate is not so
published on any such preceding Business Day, the rate for such day will be the
arithmetic mean as determined by the Agent of the rates for the last
transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York
City time) on that day by each of three leading brokers of Federal funds
transactions in New York City selected by the Agent.


             “Fee
Letter” means the fee letter dated as of October 3, 2000 among the Borrower,
Banc of America Securities LLC and the Agent.


             “FRB”
means the Board of Governors of the Federal Reserve System, and any
governmental authority succeeding to any of its principal functions.


             “Fund”
means any Person (other than a natural Person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business.





             “Funded
Debt” means, determined on a consolidated basis for the Borrower and its
Subsidiaries, indebtedness for borrowed money or liability under a lease which
is the primary source of payment of industrial revenue or pollution control
bonds.  Funded Debt also includes
Purchase Money Indebtedness,  prepayment
deposits in respect of sales contracts and unfunded reserves maintained with
respect to pending or threatened disputes or settlement thereof.


             “GAAP”
means generally accepted accounting principles set forth from time to time in
the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S.
accounting profession), which are applicable to the circumstances as of the
date of determination.


             “Guaranty”
means a guaranty executed by each Material Domestic Subsidiary of the Borrower
substantially in the form of Exhibit G.


             “Indemnified
Liabilities” has the meaning specified in Section 10.05.


             “Indemnified
Person” has the meaning specified in Section 10.05.


             “Interest
Payment Date” means, (a) as to any Offshore Rate Loan, the last day of each
Interest Period applicable to such Loan and (b) as to any Base Rate Loan, the
last Business Day of each calendar quarter and each date such Base Rate Loan is
converted into another Type of Loan; provided, however, that if
any Interest Period for an Offshore Rate Loan exceeds three months, the date
that falls three months after the beginning of such Interest Period and after
each Interest Payment Date thereafter is also an Interest Payment Date.


             “Interest
Period” means, as to any Offshore Rate Loan, the period commencing on the
date of Borrowing of such Loan or on the Conversion/Continuation Date on which
the Loan is converted into or continued as an Offshore Rate Loan, and ending on
the date one, two, three or six months thereafter as selected by the Borrower
in its Notice of Borrowing or Notice of Conversion/Continuation, as the case may
be, provided that:


(i)          if any Interest Period would otherwise
end on a day that is not a Business Day, that Interest Period shall be extended
to the following Business Day unless, in the case of an Offshore Rate Loan, the
result of such extension would be to carry such Interest Period into another
calendar month, in which event such Interest Period shall end on the preceding
Business Day;



(ii)         any Interest Period pertaining to an
Offshore Rate Loan that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall end on the last Business Day of
the calendar month at the end of such Interest Period;






(iii)        no Interest Period shall extend beyond
the Maturity Date; and



(iv)       unless the Borrower shall have exercised
its option set forth in subsection 2.01(b), no Interest Period that begins
before February 28, 2001 shall end after February 28, 2001.



             “IRS”
means the Internal Revenue Service, and any governmental authority succeeding
to any of its principal functions under the Code.


             “Lending
Office” means, as to any Bank or the office or offices of such Bank
specified as its “Lending Office” or “Domestic Lending Office” or “Offshore
Lending Office”, as the case may be, on Schedule 10.02, or such other office or
offices as such Bank may from time to time notify the Borrower and the Agent.


             “Loan”
means an extension of credit by a Bank to the Borrower under Article II, and
may be an Offshore Rate Loan or a Base Rate Loan (each, a “Type” of Loan).


             “Majority
Banks” means at any time Banks holding more than 50% of the aggregate
unpaid principal amount of the Loans, or, if no Loans are outstanding, Banks
having more than 50% of the Commitments.


             “Material
Domestic Subsidiary” means any Subsidiary of the Borrower (i) having assets
constituting at least 10% of the Borrower’s consolidated assets (such valuation
of assets, in the case of notes receivable owned by LPS Corporation and its
Subsidiaries, to be made net of indebtedness secured by such notes receivable)
and (ii) that is organized under the laws of any jurisdiction of the United
States of America or a subdivision thereof.


             “Maturity
Date” means the date which is three years after the Closing Date.


             “Moody’s”
means Moody’s Investor Services, Inc. or any successor to the rating agency
business thereof.


             “Multiemployer
Plan” means a “multiemployer plan”, within the meaning of Section
4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes, is
making, or is obligated to make contributions or, during the preceding three
calendar years, has made, or been obligated to make, contributions.


             “Net
Worth” means the total, determined on a consolidated basis for the Borrower
and its Subsidiaries, of (1) the capital accounts as determined by GAAP and (2)
debt of the Borrower which is subordinated by the holders thereof to the Loans
and other sums now or hereafter owed by the Borrower or its Subsidiaries to the
Agent or the Banks with respect to the Loans or otherwise under this Agreement
or the Notes, by arrangements or agreements in form and substance satisfactory
to the Majority Banks.


             “Note”
has the meaning specified in subsection 2.02(b) and “Notes” means all of the
Notes.





             “Notice
of Borrowing” means a notice in substantially the form of Exhibit A.


             “Notice
of Conversion/Continuation” means a notice in substantially the form of
Exhibit B.


             “Offshore
Rate” means, for any Interest Period, with respect to Offshore Rate Loans,
the rate of interest per annum (rounded upward to the next 1/16th of 1%)
determined by the Agent as follows:


Offshore
Rate =            LIBOR                             
                          

                                        1.00
- Eurodollar Reserve Percentage



             Where,


“Eurodollar
Reserve Percentage” means for any day for any Interest Period the maximum reserve
percentage (expressed as a decimal, rounded upward to the next 1/100th of 1%)
in effect on such day (whether or not applicable to any Bank) under regulations
issued from time to time by the FRB for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve
requirement) with respect to Eurocurrency funding (currently referred to as
“Eurocurrency liabilities”); and






 



“LIBOR”
means, for any Interest Period, (a)   the
rate per annum equal to the rate determined by the Agent to be the offered rate
that appears on the page of the Telerate screen that displays an average
British Bankers Association Interest Settlement Rate for deposits in dollars
(for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period, determined as of approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period, or (b)
in the event the rate referenced in the preceding clause (a) does not appear on
such page or service or such page or service shall cease to be available, the
rate per annum equal to the rate determined by the Agent to be the offered rate
on such other page or other service that displays an average British Bankers
Association Interest Settlement Rate for deposits in dollars (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period, or (c) in the event the
rates referenced in the preceding clauses (a) and (b) are not available, the
rate per annum determined by the Agent as the rate of interest (rounded upward
to the next 1/100th of 1%) at which deposits in dollars for delivery on the
first day of such Interest Period in same day funds in the approximate amount
of the Offshore Rate Loan being made, continued or converted by the Agent (or
its Affiliate) in its capacity as a Bank and with a term equivalent to such
Interest Period would be offered by Bank of America’s London Branch to major
banks in the offshore Dollar market at their request at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period.






             The
Offshore Rate shall be adjusted automatically as to all Offshore Rate Loans
then outstanding as of the effective date of any change in the Eurodollar
Reserve Percentage.



             “Offshore
Rate Loan” means any Loan that bears interest based on the Offshore Rate.


             “Other
Taxes” means any present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies (but not including such
taxes (including income taxes or franchise taxes) as are imposed on or measured
by each Bank's net income) which arise from any payment made hereunder or from
the execution, delivery or registration of, or otherwise with respect to, this
Agreement or any other documents or instruments given in connection herewith.


             “PBGC”
means the Pension Benefit Guaranty Corporation, or any governmental authority
succeeding to any of its principal functions under ERISA.


             

             “Pension Plan” means a
pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA
which the Borrower or any ERISA Affiliate sponsors or maintains, or to which it
makes, is making, or is obligated to make contributions, or in the case of a
multiple employer plan (as described in Section 4064(a) of ERISA) has made
contributions at any time during the immediately preceding five plan years.


             “Permitted
Swap Obligations” means all obligations (contingent or otherwise) of the
Borrower or any of its Subsidiaries existing or arising under Swap Contracts,
provided that each of the following criteria is satisfied:  (a) such obligations are (or were) entered
into by such Person for the purpose of directly mitigating risks associated
with liabilities, commitments or assets held or reasonably anticipated by such
Person, or changes in the value of securities issued by such Person in
conjunction with a securities repurchase program not otherwise prohibited
hereunder, and not for purposes of speculation or taking a “market view;” and
(b) such Swap Contracts do not contain any provision (“walk-away” provision)
exonerating the non-defaulting party from its obligation to make payments on
outstanding transactions to the defaulting party.


             “Person”
means any individual, association, joint venture, partnership, joint stock
company, corporation, trust, business trust, government, governmental agency,
governmental subdivision or other entity.


             “Plan”
means an employee benefit plan (as defined in Section 3(3) of ERISA) which the
Borrower or any ERISA Affiliate sponsors or maintains or to which the Borrower
makes, is making, or is obligated to make contributions and includes any
Pension Plan.





             “Pro
Rata Share” means, as to any Bank at any time, the percentage equivalent
(expressed as a decimal, rounded to the eighth decimal place) at such time of
the principal amount of such Bank's Loan divided by the combined Loans of all
Banks, or, no Loans are outstanding, the percentage equivalent (expressed as a
decimal rounded to the eighth decimal place) at such time of such Bank’s
Commitment divided by the combined Commitments of all the Banks.


             “Purchase
Money Indebtedness” means indebtedness incurred for the purchase of assets
either by way of deferred payment of the purchase price thereof or by borrowing
in order to finance such purchase.


             “Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA or the
regulations thereunder, other than any such event for which the 30-day notice
requirement under ERISA has been waived in regulations issued by the PBGC.


             “Requirement
of Law” means, as to any Person, any law (statutory or common), treaty,
rule or regulation or determination of an arbitrator or of a governmental
authority, in each case applicable to or binding upon the Person or any of its
property or to which the Person or any of its property is subject.


             “S&P”
means Standard & Poor’s or any successor to the rating agency business thereof.


             “Subsidiary”
of a Person means any corporation, association, partnership, joint venture or
other business entity of which more than 50% of the voting stock or other
equity interests (in the case of Persons other than corporations) is owned or
controlled directly or indirectly by the Person, or one or more of the
Subsidiaries of the Person, or a combination thereof.  Unless the context otherwise clearly requires, references herein
to a “Subsidiary” refer to a Subsidiary of the Borrower.


             “Swap
Contract” means any agreement, whether or not in writing, relating to any
transaction that is a rate swap, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap or option, bond,
note or bill option, interest rate option, forward foreign exchange
transaction, cap, collar or floor transaction, currency swap, cross-currency
rate swap, swaption, currency option or any other, similar transaction
(including any option to enter into any of the foregoing) or any combination of
the foregoing, and, unless the context otherwise clearly requires, any master
agreement relating to or governing any or all of the foregoing.


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





             “Taxes”
means any and all present or future taxes, levies, imposts, deductions, charges
or withholdings, and all liabilities with respect thereto, excluding, in the
case of each Bank and the Agent, such taxes (including income taxes or
franchise taxes) as are imposed on or measured by such Person's net income by
the jurisdiction (or any political subdivision thereof) under the laws of which
such Person is organized or maintains a lending office.


             “Type”
has the meaning specified in the definition of “Loan.”


             “Unfunded
Pension Liability” means the excess of a Plan's benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Plan's assets,
determined in accordance with the assumptions used for funding that Plan
pursuant to Section 412 of the Code for the applicable plan year.


             “United
States” and “U.S.” each means the United States of America.


             1.02                    Accounting
Principles.  All financial
computations required under this Agreement shall be made, and all financial
information required under this Agreement shall be prepared, in accordance with
GAAP, consistently applied.  References
herein to “fiscal year” and “fiscal quarter” refer to such fiscal periods of
the Borrower.


ARTICLE II.



THE CREDITS


             2.01                    
Amount
and Terms of Commitments


(a)         The Term Credit.  Each Bank severally agrees, on the terms and
conditions set forth herein, to make a single loan to the Borrower (each such
loan, a “Loan”) in an amount not to exceed the amount set forth on Schedule
2.01 opposite such Bank's name under the heading “Commitment”.  Each Bank's Loan shall not exceed its pro
rata share (as set forth on Schedule 2.01 opposite such Bank's name under the
heading “Pro Rata Share”) of the aggregate Loans made by the Banks on such date
of Borrowing.  Amounts borrowed as Loans
which are repaid or prepaid by the Borrower may not be reborrowed.  Any portion of the Commitments (other than
those referenced in subsection 2.01(b) below) that are not used on such date of
Borrowing shall automatically terminate. 
Notwithstanding anything herein to the contrary, the Commitment of each
Bank to make a Loan shall terminate on November 30, 2000 if the Borrowing has
not occurred on or prior to such date.



(b)        Additional Commitments.  The Borrower shall have the right, on or
before February 28, 2001, to identify one or more Eligible Assignees that
desire to become Banks hereunder. If the Borrower so identifies any such
Eligible Assignee or Eligible Assignees, then, on a single day before February
28, 2001 and pursuant to assumption documentation reasonably acceptable to the
Agent and the Borrower pursuant to which any such new lender or lenders agree
to become a “Bank” or “Banks” hereunder and make a “Loan” or “Loans” hereunder
on the last day of an Interest Period, any such Eligible Assignee or Eligible
Assignees shall become a “Bank” or “Banks” hereunder and make a “Loan” or
“Loans” hereunder; provided, in no event shall any such additional Loan
or Loans cause the aggregate principal amount of all Loans made under
subsection 2.01(a) and (b) hereof to exceed $200,000,000.  Additionally, the parties hereto agree that
in the event of any such new Loan or Loans, Schedule 2.01 shall be amended to
reflect any such new Loan or Loans as of the date on which
such Loan or Loans are made.






             2.02                    Loan Accounts; Notes;
Designation of Borrower.


(a)         The
Loans made by each Bank shall be evidenced by one or more loan accounts or
records maintained by such Bank in the ordinary course of business.  The loan accounts or records maintained by
the Agent and each Bank shall be rebuttable presumptive evidence of the amount
of the Loans made by the Banks to the Borrower and the interest and payments
thereon.  Any failure so to record or
any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder or under any Note.



(b)        Upon
the request of any Bank made through the Agent, the Loan made by such Bank to
the Borrower may be evidenced by a note in the form of Exhibit F (a “Note”),
instead of loan accounts.  Each such
Bank shall endorse on the schedules annexed to its Note the date, amount and
maturity of each Loan made by it and the amount of each payment of principal
made by the Borrower with respect thereto. 
Each such Bank is irrevocably authorized by the Borrower to endorse its
Note and each Bank's notations on its Note or other loan accounts or records
shall be rebuttable presumptive evidence of the amount of the Loans made by
such Bank to the Borrower and the payments thereon; provided, however, that the
failure of a Bank to make, or an error in making, a notation on its Note or
other loan accounts or records with respect to any Loan shall not limit or
otherwise affect the obligations of the Borrower
hereunder.



             2.03                    
Procedure
for the Borrowing.


(a)         The
Borrowing shall be made upon the Borrower's irrevocable written notice
delivered to the Agent in the form of a Notice of Borrowing (which notice must
be received by the Agent prior to 9:00 a.m. (San Francisco time)) (i) three
Business Days prior to the date of Borrowing, in the case of Offshore Rate
Loans, and (ii) one Business Day prior to the date of Borrowing, in the case of
Base Rate Loans, specifying:



(i)          the
amount of the Borrowing, which shall be in an aggregate minimum amount of
$5,000,000 or any multiple of $1,000,000 in excess thereof;



(ii)         the requested date of the Borrowing;



(iii)        the Type of Loans comprising the
Borrowing; and



(iv)       the
duration of the Interest Period applicable to any Offshore Rate Loans included
in such notice.  If the Notice of
Borrowing fails to specify the duration of the Interest Period for any
Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three
months.






 



(b)        The
Agent will promptly notify each Bank of its receipt of any Notice of Borrowing
and of the amount of such Bank's Pro Rata Share of that Borrowing.



(c)         Each
Bank will make the amount of its Loan available to the Agent for the account of
the Borrower, at the Agent's Payment Office by 11:00 a.m. (San Francisco time)
on the date of Borrowing requested by Borrower in funds immediately available
to the Agent.  The proceeds of all such
Loans received in immediately available funds by the Agent by 11:00 a.m. (San
Francisco time) on such date of Borrowing will then be made available to the
Borrower by the Agent in immediately available funds at such office by
crediting by 1:00 p.m. (San Francisco time) on such date the account of
Borrower on the books of Bank of America with the aggregate of the amounts made
available in immediately available funds to the Agent by the Banks.  Any proceeds of such Loans received in
immediately available funds by the Agent by 11:00 a.m. (San Francisco time) on
such date of Borrowing and not credited to the Borrower by 1:00 p.m. (San
Francisco time) on such date shall be deemed to have been disbursed on the
following Business Day and interest shall begin to accrue thereon on such
following Business Day; provided, that, if the failure to credit any such funds
received from a Bank by the Agent in immediately available funds by 11:00 a.m.
(San Francisco time) on such date of Borrowing to the Borrower by 1:00 p.m.
(San Francisco time) on such date is due to the gross negligence or willful
misconduct of the Agent, then the Agent shall pay to such Bank interest on such
funds at the Federal Funds Rate from such date of receipt by the Agent to the following Business Day.



             2.04                    Conversion
and Continuation Elections for Loans.


(a)         The
Borrower may, upon irrevocable written notice to the Agent in accordance with
subsection 2.04(b):



(i)          elect,
as of any Business Day, in the case of Base Rate Loans, or as of the last day
of the applicable Interest Period, in the case of any other Type of Loans, to
convert any such Loans (or any part thereof in an amount not less than
$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)
into Loans of any other Type; or



(ii)         elect,
as of the last day of the applicable Interest Period, to continue any Loans
having Interest Periods expiring on such day (or any part thereof in an amount
not less than $5,000,000, or that is in an integral multiple of $1,000,000 in
excess thereof);



provided,
that if at any time the aggregate amount of Offshore Rate Loans sharing
concurrent Interest Periods is reduced, by payment, prepayment, or conversion
of part thereof to be less than $5,000,000, such Offshore Rate Loans shall
automatically convert into Base Rate Loans, and on and after such date the
right of the Borrower to continue such Loans as, and convert such Loans into,
Offshore Rate Loans shall terminate.


(b)        The
Borrower shall deliver a Notice of Conversion/Continuation to be received by
the Agent not later than 9:00 a.m. (San Francisco time) at least (i) three
Business Days in advance of the Conversion/Continuation Date, if the Loans are
to be converted into or continued as Offshore Rate Loans and (ii) one Business
Day in advance of the Conversion/Continuation Date, if the Loans are to be
converted into Base Rate Loans, specifying:






(i)          the proposed Conversion/Continuation
Date;



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



(iii)        the
Type of Loans resulting from the proposed conversion or continuation; and



(iv)       other
than in the case of conversions into Base Rate Loans, the duration of the
requested Interest Period.



(c)         If upon the expiration of any Interest
Period applicable to Offshore Rate Loans, the Borrower has failed to select
timely a new Interest Period to be applicable to such Offshore Rate Loans, the
Borrower shall be deemed to have requested that such Offshore Rate Loans shall
be continued as Offshore Rate Loans having a one-month Interest Period and
deemed to have represented that the conditions precedent set forth in
subsections 4.02(b), (c), and (d) have been satisfied; provided
that if such Interest Period shall not exist because of the circumstances set
forth in clauses (iii) or (iv) of the definition of “Interest Period” or such
election shall not be available by virtue of a Default or Event of Default
pursuant to subsection 2.04(e), then the Borrower shall be deemed to have
elected to convert such Offshore Rate Loans into Base Rate Loans effective as
of the expiration date of such Interest Period.



(d)        The
Agent will promptly notify each Bank of its receipt of a Notice of
Conversion/Continuation, or, if no timely notice is provided by the Borrower,
the Agent will promptly notify each Bank of the details of any automatic
continuation or, as applicable, conversion. 
All conversions and continuations shall be made ratably according to the
respective outstanding principal amounts of the Loans with respect to which the
notice was given held by each Bank.



(e)         Unless
the Majority Banks otherwise agree, during the existence of a Default or Event
of Default, the Borrower may not elect to have a Loan converted into or
continued as an Offshore Rate Loan.



(f)         There
may be only one Interest Period in effect at any time until February 28, 2001,
and, thereafter, after giving effect to any conversion or continuation of
Loans, there may not be more than seven different Interest Periods in effect in
respect of all Loans then outstanding.






 



             2.05                    Prepayments.



(a)         Subject
to Section 3.04, the Borrower may, at any time or from time to time, upon
irrevocable notice to the Agent, ratably prepay Loans in whole or in part, in
minimum amounts of $5,000,000 or any multiple of $1,000,000 in excess
thereof.  Such notice of prepayment
shall specify the date and amount of such prepayment, and, if applicable, the Type(s)
of Loans to be prepaid, and must be received by the Agent prior to 9:00 a.m.
(San Francisco time) (i) three Business Days prior to the proposed date of
prepayment in the case of Offshore Rate Loans and (ii) one Business Day prior
to the proposed date of prepayment in the case of Base Rate Loans.  The Agent will promptly notify each Bank of
its receipt of any such notice, and, if applicable, of such Bank's Pro Rata
Share of such prepayment.  If such
notice is given by the Borrower, the Borrower shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the
date specified therein, together with accrued interest to such date on the
amount prepaid and any amounts required pursuant to
Section 3.04.



             2.06                    Repayment.



The Borrower shall repay to the Banks on the Maturity
Date the aggregate principal amount of Loans
outstanding on such date.



             2.07                    Interest.



(a)         Each Base Rate Loan shall bear interest
on the outstanding principal amount thereof from the date when made until paid
in full at the Base Rate plus the percentage set forth opposite the Debt
Rating then in effect under the heading “Applicable Margin Base Rate Loans” in
the pricing grid set forth below:



	Debt
  Ratings

	 
	Moody’s

	 	 	S
  & P

	Applicable
  Margin Base Rate Loans

	 
	Baa 1 or Higher	or	 	BBB+
  or Higher	0%	 
	Baa 2	or	 	BBB	0.25%	 
	Baa 3	or	 	BBB-	0.50%	 
	Lower than Baa3	or	 	Lower
  than BBB-	0.75%	 






(b)        Each Offshore Rate Loan shall bear
interest on the outstanding principal amount thereof from the date when made
until paid in full at the applicable Offshore Rate plus the percentage
set forth opposite the Debt Rating then in effect under the heading “Applicable
Margin Offshore Rate Loans” in the pricing grid set forth below:



	Debt
  Ratings


	Moody’s

	 	 	S
  & P

	Applicable
  Margin

  Offshore Rate Loans


	A2 or Higher	or	 	A
  or Higher	0.50%
	A3	or	 	A-	0.75%
	Baa 1	or	 	BBB+	1.00%
	Baa 2	or	 	BBB	1.25%
	Baa 3	or	 	BBB-	1.50%
	Lower than Baa 3	or	 	Lower
  than BBB-	1.75%






(c)         Any change in the applicable margin
shall become effective three Business Days after notification to the Agent of a
change in Debt Rating by (i) the Borrower pursuant to Section 6.03 (g),
or (ii) any Bank, accompanied in the case of clause (ii) by evidence
satisfactory to the Agent of such event. In the event of a split rating, the
higher rating will apply; if the Debt Ratings are split by more than one level,
one level above the lower rating will apply. 
If any time only one rating is available, the applicable margin shall be
determined solely by reference to such one rating.  If at any time no Debt Rating is available, the applicable margin
shall be 0.75% per annum for all Base Rate Loans and 1.75% for all Offshore
Rate Loans.



(d)        Interest
on each Loan shall be paid in arrears on each Interest Payment Date.  Interest shall also be paid on the date of any
prepayment of Loans under Section 2.05 for the portion of the Loans so prepaid
and upon payment (including prepayment) in full thereof and, during the
existence of any Event of Default, interest shall be paid on demand of the
Agent at the request or with the consent of the Majority Banks.



(e)         During
the continuation of any Event of Default pursuant to Section 8.01, the
Borrower shall pay interest (after as well as before judgment to the extent
permitted by law) on the principal amount of all Loans outstanding, at a
rate per annum which is determined by adding 2% per annum to the applicable
margin then in effect in accordance with Section 2.07(a) or (b), as applicable,
and, in the case of obligations not subject to any such applicable margin, at a
rate per annum equal to the Base Rate plus the applicable margin for Base Rate
Loans then in effect in accordance with Section 2.07(a) plus 2%; provided,
however, that, on and after the expiration of any Interest Period applicable to
any Offshore Rate Loan outstanding on the date of occurrence of such Event of
Default or acceleration, the principal amount of such Offshore Rate Loan shall,
during the continuance of such Event of Default or after acceleration, bear
interest at a rate per annum equal to the Base Rate plus the applicable margin
for Base Rate Loans then in effect in accordance with Section 2.07(a) plus 2%.



(f)         Anything
herein to the contrary notwithstanding, the obligation of the Borrower to any
Bank hereunder shall be subject to the limitation that payments of interest
shall not be required for any period for which interest is computed hereunder,
to the extent (but only to the extent) that contracting for or receiving such
payment by such Bank would be contrary to the provisions of any law applicable to
such Bank limiting the highest rate of interest that may be lawfully contracted
for, charged or received by such Bank, and in such event each Borrower shall
pay such Bank interest at the highest rate permitted by
applicable law.



             2.08                    Fees.


(a)         The
Borrower shall pay to the Agent on the date of Borrowing for the account of
each Bank an upfront fee with respect to such Bank in the amount as set forth
for such Bank on the update sheet dated November 17, 2000 delivered by the
Agent to the Borrower.






(b)        The Borrower
shall pay to Bank of America on the date of Borrowing for its account a
structuring and syndicating fee in the amount separately agreed in the Fee
Letter.



(c)         The
Borrower shall pay to the Agent on the date of Borrowing and on each
anniversary thereafter for its account an administrative fee in the amount
separately agreed in the Fee Letter.



             2.09                    
Computation
of Fees and Interest.


(a)         All
computations of interest for Base Rate Loans when the Base Rate is determined
by Bank of America's “reference rate” shall be made on the basis of a year of
365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest
shall be made on the basis of a 360-day year and actual days elapsed (which
results in more interest being paid than if computed on the basis of a 365-day
year).  Interest and fees shall accrue
during each period during which interest or such fees are computed from the
first day thereof to the last day thereof. 
The Agent will provide to the Borrower a statement of the amount of
interest due on each Interest Payment Date and such other dates that interest
is due hereunder and a statement of the amount of fees due on each date that
fees are due hereunder; provided that the failure of the Agent to provide any such
statement shall not limit or otherwise affect the Borrower's obligations
hereunder or under any Note or any other document or instrument given in
connection herewith.



(b)        Each
determination of an interest rate by the Agent shall be conclusive and binding
on the Borrower and the Banks in the absence of
manifest error.



             2.10                    Payments b
y
the Borrower.


(a)         All
payments to be made by the Borrower shall be made without set-off, recoupment
or counterclaim.  Except as otherwise
expressly provided herein, all payments by the Borrower shall be made to the
Agent for the account of the Banks at the Agent's Payment Office, and shall be
made in dollars and in immediately available funds, no later than 12:00 noon
(San Francisco time) on the date specified herein.  The Agent will promptly distribute to each Bank its Pro Rata
Share (or other applicable share as expressly provided herein) of such payment
in like funds as received.  Any payment
received by the Agent later than 12:00 noon (San Francisco time) shall be deemed
to have been received on the following Business Day and any applicable interest
or fee shall continue to accrue.



(b)        Subject
to the provisions set forth in the definition of “Interest Period” herein,
whenever any payment is due on a day other than a Business Day, such payment
shall be made on the following Business Day, and such extension of time shall
in such case be included in the computation of interest or fees, as the case
may be.



(c)         Unless
the Agent receives notice from the Borrower prior to the date on which any
payment is due to the Banks that the Borrower will not make such payment in
full as and when required, the Agent may assume that the Borrower has made such
payment in full to the Agent on such date in immediately available funds and
the Agent may (but shall not be so required), in reliance upon such assumption,
distribute to each Bank on such due date an amount equal to the amount then due
such Bank.  If and to the extent the
Borrower has not made such payment in full to the Agent, each Bank shall repay
to the Agent on demand such amount distributed to such Bank, together with
interest thereon at the Federal Funds Rate for each day from the date such
amount is distributed to such Bank until the date
repaid.






 



             2.11                    
Payments
by the Banks to the Agent.


(a)         Unless
the Agent receives notice from a Bank on or prior to the date of Borrowing that
such Bank will not make available as and when required hereunder to the Agent
for the account of the Borrower the amount of that Bank's Pro Rata Share of the
Borrowing, the Agent may assume that each Bank has made such amount available
to the Agent in immediately available funds on the date of Borrowing and the
Agent may (but shall not be so required), in reliance upon such assumption,
make available to the Borrower on such date a corresponding amount.  If and to the extent any Bank shall not have
made its full amount available to the Agent in immediately available funds and
the Agent in such circumstances has made available to the Borrower such amount,
that Bank shall on the Business Day following such date of Borrowing make such
amount available to the Agent, together with interest at the Federal Funds Rate
for each day during the period from the date of Borrowing to the date that Bank
makes such amount available to the Agent. 
A notice of the Agent submitted to any Bank with respect to amounts
owing under this subsection (a) shall be conclusive, absent manifest
error.  If such amount is so made
available, such payment to the Agent shall constitute such Bank's Loan as of
the date of the Borrowing for all purposes of this Agreement.  If such amount is not made available to the
Agent on the Business Day following the date of Borrowing, the Agent will
notify the Borrower of such failure to fund and, upon demand by the Agent, the
Borrower shall pay such amount to the Agent for the Agent's account, together
with interest thereon for each day elapsed since the date of such Borrowing, at
a rate per annum equal to the interest rate applicable at the time to the Loans
comprising such Borrowing.



(b)        The
failure of any Bank to make any Loan on the date of Borrowing shall not relieve
any other Bank of any obligation hereunder to make a Loan on such Date, but no
Bank shall be responsible for the failure of any other Bank to make the Loan to
be made by such other Bank on any such Date.







             2.12                    Sharing
of Payments, Etc  If, other than as expressly provided
elsewhere herein, any Bank shall obtain on account of the Loans made by it any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its Pro Rata Share, such Bank shall
immediately (a) notify the Agent of such fact, and (b) purchase from the other
Banks such participations in the Loans made by them as shall be necessary to
cause such purchasing Bank to share the excess payment pro rata with each of
them; provided, however, that if all or any portion of such excess payment is
thereafter recovered from the purchasing Bank, such purchase shall to that
extent be rescinded and each other Bank shall repay to the purchasing Bank the
purchase price paid therefor, together with an amount equal to such paying
Bank's ratable share (according to the proportion of (i) the amount of such
paying Bank's required repayment to (ii) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered.  Each Borrower agrees that any Bank so
purchasing a participation from another Bank may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 10.11) with respect to such participation as
fully as if such Bank were the direct creditor of the Borrower in the amount of
such participation.  The Agent will keep
records (which shall be conclusive and binding in the absence of manifest
error) of participations purchased under this Section
and will in each case notify the Banks following any such purchases or
repayments.


             2.13                    Guaranty.  All obligations of the Borrower hereunder
and any Note shall be guaranteed pursuant to the Guaranty, to the extent
executed and delivered pursuant to Section 6.09 hereof.


ARTICLE III.



TAXES, YIELD PROTECTION AND ILLEGALITY


             3.01                    Taxes


(a)         Any
and all payments by the Borrower to each Bank or the Agent under this Agreement
and any other document or instrument given in connection herewith shall be made
free and clear of, and without deduction or withholding for any Taxes.  In addition, the Borrower shall pay all
Other Taxes.



(b)        The
Borrower agrees to indemnify and hold harmless each Bank and the Agent for the
full amount of Taxes or Other Taxes imposed on any payments by the Borrower
under this Agreement (including any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section) paid by such Bank or the
Agent and any liability (including penalties, interest, additions to tax and
expenses, unless arising from the gross negligence or willful misconduct of
such Bank or the Agent) arising therefrom or with respect thereto, whether or
not such Taxes or Other Taxes were correctly or legally asserted.  Payment under this indemnification shall be
made within 30 days after the date such Bank or the Agent makes written demand
therefor.



(c)         If
the Borrower shall be required by law to deduct or withhold any Taxes or Other
Taxes from or in respect of any sum payable hereunder to any Bank or the Agent,
then:



(i)          the
sum payable shall be increased as necessary so that after making all required
deductions and withholdings (including deductions and withholdings 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 or withholdings been made;



(ii)         the Borrower shall make such deductions
and withholdings;






(iii)        the
Borrower shall pay the full amount deducted or withheld to the relevant taxing
authority or other authority in accordance with applicable law; and



(iv)       the
Borrower shall also pay to each Bank or to the Agent for the account of such
Bank, at the time interest is paid, all additional amounts which the respective
Bank specifies as necessary to preserve the after-tax yield such Bank would
have received if such Taxes or Other Taxes had not been imposed.



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



(e)         If any Bank is a “foreign corporation,
partnership or trust” within the meaning of the Code and such Bank claims
exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or
1442 of the Code (a “Non-U.S. Lender”), such Bank agrees with and in
favor of the Agent and the Borrower, to deliver to the Agent and the Borrower:



(i)          if
such Bank claims an exemption from, or a reduction of, withholding tax under a
United States tax treaty, two properly completed IRS Form W-8BEN or other
version of IRS Form W-8, as appropriate, before the payment of any interest in
the first calendar year and before the payment of any interest in each third
succeeding calendar year during which interest may be paid under this
Agreement;



(ii)         if
such Bank claims that interest paid under this Agreement is exempt from United
States withholding tax because it is effectively connected with a United States
trade or business of such Bank, two properly completed and executed copies of
IRS Form W-8ECI or other version of IRS Form W-8, as appropriate, before the
payment of any interest is due in the first taxable year of such Bank and in
each succeeding taxable year of such Bank during which interest may be paid
under this Agreement; and



(iii)        such
other form or forms as may be required under the Code or other laws of the
United States as a condition to exemption from, or reduction of, United States
withholding tax.



Such forms and other documentation shall
be delivered by each Non-U.S. Lender on or before the date it becomes a party
to this Agreement and on or before the date, if any, such Non-U.S. Lender
changes its applicable Lending Office by designating a different Lending Office
or selecting an additional office.  In
addition, each Non-U.S. Lender shall deliver appropriate replacements to such
forms previously delivered by it promptly upon the obsolescence or invalidity
of any form or other documentation previously delivered by such Non-U.S. Lender
if under then applicable law, it can appropriately deliver such form.


(f)         The
Borrower shall not be required to pay any additional amounts under subsection
(c) above or any indemnification under subsection (b) above in respect of U.S.
Federal withholding tax pursuant to paragraph (c) or (b) above to the extent
that the obligation to pay such additional amounts or indemnification would not
have arisen but for a failure by the such Bank to comply with the provisions of
subsection (e) above.






(g)        If any
Bank claims exemption from, or reduction of, withholding tax under a United
States tax treaty by providing IRS Form W-8BEN and such Bank sells, assigns,
grants a participation in, or otherwise transfers all or part of the
obligations of the Borrower hereunder to such Bank, such Bank agrees to notify
the Agent and the Borrower of the percentage amount in which it is no longer
the beneficial owner such obligations of the Borrower to such Bank.  To the extent of such percentage amount, the
Agent and the Borrower will treat such Bank's IRS Form W-8BEN as no longer
valid.



(h)        If any
Bank claiming exemption from United States withholding tax by filing IRS Form
W-8ECI grants a participation in all or part of the obligations of the Borrower
hereunder to such Bank, such Bank agrees to undertake sole responsibility for
complying with the withholding tax requirements imposed by Sections 1441 and
1442 of the Code.



(i)          If
any Bank is entitled to a reduction in the applicable withholding tax, the
Agent may withhold from any interest payment to such Bank an amount equivalent
to the applicable withholding tax after taking into account such
reduction.  If the forms or other
documentation required by subsection (e) of this Section are not delivered to
the Agent, then the Agent may withhold from any interest payment to such Bank
not providing such forms or other documentation an amount equivalent to the
applicable withholding tax.



(j)          If
the IRS or any other governmental authority of the United States or other
jurisdiction asserts a claim that the Agent did not properly withhold tax from
amounts paid to or for the account of any Bank (because the appropriate form
was not delivered, was not properly executed, or because such Bank failed to
notify the Agent of a change in circumstances which rendered the exemption from,
or reduction of, withholding tax ineffective, or for any other reason) such
Bank shall indemnify the Agent fully for all amounts paid, directly or
indirectly, by the Agent as tax or otherwise, including penalties and interest,
and including any taxes imposed by any jurisdiction on the amounts payable to
the Agent under this Section, together with all costs and expenses (including
Attorney Costs).  The obligation of the
Banks under this subsection shall survive the payment of all obligations and
the resignation or replacement of the Agent.



(k)         If
the Borrower is required to pay additional amounts to any Bank or the Agent for
such Person's account pursuant to subsection (c) of this Section, then such
Bank shall use reasonable efforts (consistent with legal and regulatory
restrictions) to change the jurisdiction of its Lending Office so as to
eliminate any such additional payment by the Borrower which may thereafter
accrue, if such change in the judgment of such Bank is not otherwise
disadvantageous to such Bank, as the case may be.






 



             3.02                    Illegality.


(a)         If
any Bank reasonably determines that the introduction of any Requirement of Law,
or any change in any Requirement of Law, or in the interpretation or
administration of any Requirement of Law, has made it unlawful, or that any
central bank or other governmental authority has asserted that it is unlawful,
for any Bank or its applicable Lending Office to make Offshore Rate Loans,
then, on notice thereof by the Bank to the Borrower through the Agent, any obligation
of that Bank to make Offshore Rate Loans shall be suspended until such Bank
notifies the Agent and the Borrower that the circumstances giving rise to such
determination no longer exist.



(b)        If a
Bank reasonably determines that it is unlawful for such Bank to maintain any
Offshore Rate Loan, upon its receipt of notice of such fact and demand from
such Bank (with a copy to the Agent) (i) the Borrower shall prepay in full such
Offshore Rate Loans to it of that Bank then outstanding, together with interest
accrued thereon and amounts required under Section 3.04, either on the last day
of the Interest Period thereof, if such Bank may lawfully continue to maintain
such Offshore Rate Loans to such day, or immediately, if such Bank may not
lawfully continue to maintain such Offshore Rate Loans, or (ii) the Offshore
Rate Loan of the Borrower to that Bank shall be automatically converted to a
Base Rate Loan, either on the last day of the Interest Period thereof, if such
Bank may lawfully continue to maintain such Offshore Rate Loan to such day, or
immediately, if such Bank may not lawfully continue to maintain such Offshore
Rate Loan, and, in the case of a conversion to a Base Rate Loan prior to the
last day of the Interest Period thereof, the Borrower shall pay, on the date of
such automatic conversion, interest accrued thereon to such day and amounts
required under Section 3.04.



(c)         If
the obligation of any Bank to make or maintain Offshore Rate Loans has been so
terminated or suspended, the Borrower may elect, by giving notice to such Bank
through the Agent that all Loans which would otherwise be made by such Bank as
Offshore Rate Loans shall be instead Base Rate Loans.



             3.03                    Increased
Costs and Reduction of Return.


(a)         If
any Bank determines that, due to either (i) the introduction of or any change
(other than any change by way of imposition of or increase in reserve
requirements included in the calculation of the Offshore Rate) in or in the
interpretation of any law or regulation or (ii) the compliance by that Bank
with any guideline or request from any central bank or other governmental
authority (whether or not having the force of law), there shall be any increase
in the cost to such Bank of agreeing to make or making, funding or maintaining
any Offshore Rate Loans, then each Borrower shall be liable for, and shall from
time to time, upon demand (with a copy of such demand to be sent to the Agent),
pay to the Agent for the account of such Bank, additional amounts as are
sufficient to compensate such Bank for such increased costs.



(b)        If any
Bank shall have determined that (i) the introduction of any Capital Adequacy
Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any
change in the interpretation or administration of any Capital Adequacy Regulation
by any central bank or other governmental authority charged with the
interpretation or administration thereof, or (iv) compliance by such Bank (or
the Lending Office of such Bank) or any corporation controlling such Bank with
any Capital Adequacy Regulation, affects or would affect the amount of capital
required or expected to be maintained by such Bank or any corporation
controlling such Bank and (taking into consideration such Bank's or such
corporation's policies with respect to capital adequacy and such Bank's or such
corporation's desired return on capital) determines that the amount of such
capital is increased as a consequence of its Commitment, Loan, credits or
obligations under this Agreement, then, upon demand of such Bank to the Borrower
through the Agent, the Borrower shall pay to such Bank, as applicable, from
time to time as specified by such Bank, additional amounts sufficient to
compensate such Bank for such increase. 
For purposes of this subsection, “Capital Adequacy Regulation” means any
guideline, request or directive of any central bank or other governmental
authority, or any other law, rule or regulation, whether or not having the
force of law, in each case, regarding capital adequacy of any bank or of any
corporation controlling a bank.




             3.04                    Funding Losses.  The Borrower shall reimburse each Bank and
hold each Bank, harmless from any loss or expense which such Bank may sustain
or incur as a consequence of:


(a)         the
failure of the Borrower to make on a timely basis any payment of principal of
any Offshore Rate Loan;



(b)        the
failure of the Borrower to borrow, continue or convert a Loan after the
Borrower has given (or is deemed to have given) a Notice of Borrowing or a
Notice of Conversion/Continuation;



(c)         the
failure of the Borrower to make any prepayment of any Loan in accordance with
any notice delivered under Section 2.05;



(d)        the
prepayment (including pursuant to Section 2.05) or other payment (including
after acceleration thereof) of any Offshore Rate Loan on a day that is not the
last day of the relevant Interest Period; or



(e)         the
automatic conversion under Section 2.04 or subsection 3.02(b) of any Offshore
Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant
Interest Period; including any such loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain its Offshore
Rate Loans or from fees payable to terminate the deposits from which such funds
were obtained.



             3.05                    Inability
to Determine Rates.  If the Agent determines that for any reason
adequate and reasonable means do not exist for determining the Offshore Rate
for any requested Interest Period with respect to a proposed Offshore Rate
Loan, or that the Offshore Rate applicable pursuant to subsection 2.07(b) for
any requested Interest Period with respect to a proposed Offshore Rate Loan
does not adequately and fairly reflect the cost to the Banks of funding such
Loan, the Agent will promptly so notify the Borrower and each Bank.  Thereafter, the obligation of the Banks to
make or maintain Offshore Rate Loans, as the case may be, hereunder shall be
suspended until the Agent revokes such notice in writing.  Upon receipt of such notice, the Borrower
may revoke Notice of Borrowing or Notice of Conversion/Continuation then
submitted by it.  If the Borrower does
not revoke such Notice of Borrowing, the Banks shall make, convert or continue
the Loans, as proposed by the Borrower, in the amount specified in the
applicable notice submitted by the Borrower, but such Loans shall be made,
converted or continued as Base Rate Loans instead of Offshore Rate Loans.




             3.06                    Survival.  The agreements and obligations of the
Borrower in this Article III shall survive the payment of all other obligations
hereunder.


ARTICLE IV.



CONDITIONS PRECEDENT


             4.01                    Conditions
of Initial Loans.  The obligation of each Bank to make its Loan
hereunder is subject to the condition that the Agent have received all of the
following, in form and substance satisfactory to the Agent and each Bank, and in
sufficient copies for each Bank:


(a)         Credit Agreement and Notes.  This Agreement and, if requested by any Bank
three Business Days before the Closing Date, the Note payable to such Bank,
each executed by each party thereto;



(b)        Legal Opinions.  (i) 
An opinion, dated the Closing Date, of Miller Nash LLP, counsel to the
Borrower, substantially in the form of Exhibit D-1 and (ii) an opinion, dated
the Closing Date, of Morrison & Foerster, special California counsel to the
Agent, substantially in the form of Exhibit D-2;



(c)         Resolutions.  A copy of a resolution or resolutions passed
by the Board of Directors (or, to the extent permitted by resolutions or bylaws
of the Board of Directors, the Executive Committee thereof) of the Borrower,
certified by the Secretary or an Assistant Secretary of the Borrower as being
in full force and effect on the Closing Date, authorizing the Borrowing and the
execution, delivery and performance of this Agreement and any instrument or
agreement required hereunder or thereunder;



(d)        Incumbency.  A certificate, signed by the Secretary or an
Assistant Secretary of the Borrower and dated the Closing Date, as to the
incumbency, and containing the specimen signature or signatures, of the person
or persons authorized to execute and deliver this Agreement and any instrument
or agreement required hereunder or thereunder;



(e)         [Intentionally omitted];



(f)         Certificates.  A certificate signed by a duly authorized
officer of the Borrower, dated as of the Closing Date, stating that:



(i)          the
representations and warranties contained in Article V are true and correct on
and as of such date, as though made on and as of such date; and




(ii)         no
Default or Event of Default exists or would result from the Borrowing to be
made by it;



(g)        Other Documents.  Certified copies of all approvals, consents,
exemptions and other actions by, or certificates of, and notices to and filings
with, any governmental authority and any trustee or holder of any indebtedness
or obligation of the Borrower which, in any Bank's opinion, are required in
connection with any transaction contemplated herein, including good standing
certificates with respect to the Borrower for the States of Delaware and
Oregon; and



(h)        No Material Adverse Effect.  There shall not have occurred a material
adverse change since June 30, 2000 in the business, assets, liabilities (actual
or contingent), operations, condition (financial or otherwise) or prospects of
the Borrower and its Subsidiaries taken as a whole or in the facts and
information regarding such entities as represented to date.



             4.02                    Conditions
to the Borrowing and all Conversions and Continuations.  The obligation of each Bank to make its Loan
or to continue or convert such Loan, is subject to the satisfaction of the
following conditions precedent on the relevant date of Borrowing, conversion or
continuation;


(a)         Notice of Borrowing or Notice of
Conversion/Continuation.  As to any
Loan, the Agent shall have received (with, in the case of the initial Loan
only, a copy for each Bank) a Notice of Borrowing on the date of Borrowing or a
Notice of Conversion/Continuation;



             Continuation
of Representations and Warranties. 
The representations and warranties in Article V (exclusive of the last
two sentences of Section 5.13) shall be true and correct on and as of such date
of Borrowing, conversion or continuation with the same effect as if made on and
as of such date of Borrowing, conversion or continuation; and


(c)         No Existing Default.  No Default or Event of Default shall exist
or shall result from such Borrowing, conversion or continuation.



Each Notice of Borrowing or Notice of
Conversion/Continuation submitted by the Borrower hereunder shall constitute a
representation and warranty by the Borrower, as of the date of each such notice
or request and as of the date of such Borrowing, conversion or continuation,
that the conditions in this Section 4.02 are satisfied.


ARTICLE V.



REPRESENTATIONS AND WARRANTIES


             Borrower
represents and warrants to the Agent and each Bank that:


             5.01                    Corporate Existence.
 The Borrower is a corporation duly
organized and existing under the laws of the jurisdiction of its incorporation,
and is properly qualified as a foreign corporation and in good standing in
every jurisdiction in which it is doing business of a nature that requires such
qualification;




             5.02                    Subsidiaries.  Each of its Subsidiaries is duly organized
and existing under the laws of the jurisdiction of its formation, and is
properly qualified as a foreign corporation and in good standing in every
jurisdiction in which it is doing business of a nature that requires such
qualification;


             5.03                    Corporate
Authorization.  The execution, delivery and performance of
this Agreement and any instrument or agreement required hereunder to be
executed by it, and, to the extent executed and delivered pursuant to Section
6.09, the execution, delivery and performance of the Guaranty and Contribution
Agreement by each Material Domestic Subsidiary and any instrument or agreement
required hereunder or thereunder to be executed by such Person, are within such
Person’s powers, have been duly authorized, and are not in conflict with the
terms of any charter, bylaw or other organization papers of such Person, or any
instrument or agreement to which such Person is a party or by which such Person
is bound or affected;


             5.04                    Governmental
Authorization.  No approval, consent, exemption or other
action by, or notice to or filing with, any governmental authority is necessary
in connection with the execution, delivery or performance by the Borrower of
this Agreement or by any Material Domestic Subsidiary of the Guaranty or
Contribution Agreement or any instrument or agreement required hereunder or
thereunder to be executed by such Person, except as may have been obtained and
certified copies of which have been delivered to the Agent and each Bank;


             5.05                    No Contravention.  There is no law, rule or regulation
applicable to the Borrower or any of the Material Domestic Subsidiaries, nor is
there any judgment, decree or order of any court or governmental authority
binding on the Borrower or any of the Material Domestic Subsidiaries, which
would be contravened by the execution, delivery, performance or enforcement of
this Agreement, the Guaranty, or the Contribution Agreement or any instrument
or agreement required hereunder;


             5.06                    Binding Effect.  This Agreement is a legal, valid and binding
agreement of the Borrower, enforceable against the Borrower in accordance with
its terms, and upon the execution and delivery thereof, the Guaranty and the
Contribution Agreement will be legal, valid and binding agreements of each of
the Material Domestic Subsidiaries, and any instrument or agreement required
hereunder or thereunder when executed and delivered, will be similarly legal,
valid, binding and enforceable;


             5.07                    Encumbrances.  The properties and assets of the Borrower
and Subsidiaries are free and clear of all security interests, liens,
encumbrances or rights of others, except for security interests, liens and
encumbrances permitted under Section 7.04;


             5.08                    Compliance with Laws.  The Borrower and each of its Subsidiaries
are in compliance with all applicable federal, state and local laws, ordinances
and regulations relating to hazardous materials or wastes or hazardous or toxic
substances, except where failure to so comply would not have a material adverse
effect on the Borrower's consolidated financial condition or operations or
materially impair the Borrower's ability to perform its obligations hereunder
or under any instrument or agreement required hereunder or the ability of any
Material Domestic Subsidiary to perform its obligations under the Guaranty or
Contribution Agreement or under any instrument or
agreement required thereunder;




             5.09                    Litigation.
  Except as disclosed in reports filed by the
Borrower with the Securities and Exchange Commission, copies of which have been
delivered to the Banks, there are no suits, proceedings, claims or disputes
pending or, to the knowledge of the Borrower, threatened against or affecting
the Borrower or any of its Subsidiaries or their respective properties, the
adverse determination of which might reasonably be expected to materially
affect the Borrower's consolidated financial condition or operations or
materially impair the Borrower's ability to perform its obligations hereunder
or under any instrument or agreement required hereunder or the ability of any
Material Domestic Subsidiary to perform its obligations under the Guaranty or
Contribution Agreement or under any instrument or agreement required thereunder;


             5.10                    No Default.  No Default or Event of Default has occurred
and is continuing or would result from the incurring of obligations by the
Borrower hereunder or any Material Domestic Subsidiary under the Guaranty or
Contribution Agreement;


             5.11                    Use
of Proceeds; Margin Regulations.  The proceeds of the Loans are to be used
solely for the purposes set forth in and permitted by Section 6.01 and Section
7.05.  Neither the Borrower nor any of
its Subsidiaries is generally engaged in the business of purchasing or selling
“margin stock” as such term is defined in Regulation T, U  or X of the FRB or extending credit for the
purpose of purchasing or carrying such margin stock;


             5.12                    Regulated Entities.  Neither the Borrower, any Person controlling
the Borrower, or any Subsidiary of the Borrower is an “Investment Company”
within the meaning of the Investment Company Act of 1940.  The Borrower is not subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act,
the Interstate Commerce Act, any state public utilities code, or any other
Federal or state statute or regulation limiting its ability to incur
indebtedness;


             5.13                    Financial Statements.All
consolidated financial statements for the year ended December 31, 1999, and
subsequent periods, furnished by the Borrower to the Agent and the Banks
present fairly, in all material respects, the consolidated financial position
of the Borrower (unless otherwise therein noted and any changes in accounting
principles and practices are concurred with by the accountants referred to in
subsection 6.07(b)) and, together with all other information and data furnished
by the Borrower to the Agent and the Banks, are complete and correct as of the
dates and periods therein specified. 
Since such dates there has been no change in the Borrower's consolidated
financial condition or results of operations sufficient to impair the Borrower'
ability to repay the Loans in accordance with the terms hereof.  Neither the Borrower nor any of its
Subsidiaries has any contingent obligations,
liabilities for taxes or other outstanding financial obligations which are
material in the aggregate, except as disclosed in such statements, information
and data;




             5.14                    ERISA Compliance
.


(a)         Each
Plan is in compliance in all material respects with the applicable provisions
of ERISA, the Code and other federal or state law.  Each Plan which is intended to qualify under Section 401(a) of
the Code has received a favorable determination letter from the IRS and, to the
best knowledge of the Borrower, nothing has occurred which would cause the loss
of such qualification.  The Borrower and
each ERISA Affiliate have made all required contributions to any Plan subject
to Section 412 of the Code, and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Code has
been made with respect to any Plan;



(b)        There
are no pending or, to the best knowledge of the Borrower, threatened claims,
actions or lawsuits, or action by any governmental authority, with respect to
any Plan which have resulted or could reasonably be expected to result in a
material adverse change in the Borrower's consolidated financial condition or
results of operations.  There has been
no prohibited transaction or violation of the fiduciary responsibility rules
with respect to any Plan which has resulted or could reasonably be expected to
result in a material adverse change in the Borrower's consolidated financial
condition or results of operations;



(c)         (i)
No ERISA Event has occurred or is reasonably expected to occur; (ii) except as
disclosed in Schedule 5.14(c), no Plan has any Unfunded Pension Liability;
(iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability under Title IV of ERISA with respect to any
Pension Plan (other than premiums due and not delinquent under Section 4007 of
ERISA); (iv) neither the Borrower nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would result in such
liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer
Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a
transaction that could be subject to Section 4069 or 4212(c) of ERISA; and






             5.15                    Swap Obligations.  Neither the Borrower nor any of its
Subsidiaries has incurred any outstanding obligations under any Swap Contracts,
other than Permitted Swap Obligations.


ARTICLE VI.



AFFIRMATIVE COVENANTS


             So
long as any Bank shall have any Commitment hereunder or any Loan or other
obligation hereunder shall remain unpaid or unsatisfied, the Borrower will and,
with respect to Sections 6.02, 6.03, 6.04, 6.05, 6.06 and 6.08, will cause each
of its Subsidiaries to, unless the Majority Banks waive compliance in writing:


             6.01                    Use of Proceeds.  Use the proceeds of the Loans for working
capital, capital expenditures or other lawful general corporate purposes,
including refinancing of indebtedness under the Existing Credit Agreement, not
in contravention of any Requirement of Law;




             6.02                    Preservation
of Corporate Existence, Etc.  Preserve all rights, privileges and
franchises useful or necessary for ordinary business operations and keep all
properties useful or necessary for ordinary business operations in good working
order and condition, and from time to time make all needful repairs, renewals
and replacements thereto and thereof so that the efficiency of such property
shall be fully maintained and preserved;


             6.03                    Notices.  Promptly give notice in writing to the Agent
and each Bank of:


(a)         all
litigation when the aggregate amount of claims pending is $50,000,000 or more
and the litigation involves $15,000,000 or more and the Borrower, or a
Subsidiary thereof, is a defendant;



(b)        any
dispute which may exist between the Borrower or any of its Subsidiaries and any
governmental regulatory body or any threatened action by any governmental
agency to acquire or condemn any of the properties of the Borrower or any of
its Subsidiaries where the amount involved is $30,000,000 or more;



(c)         any
strike involving 1,000 or more employees of the Borrower or any of its
Subsidiaries which has continued for thirty (30) days;



(d)        any
proceeding or order before any court or administrative body requiring the
Borrower or any of its Subsidiaries to comply with any statute or regulation
regarding protection of the environment if such compliance would require (i)
expenditures in the amount of $50,000,000 or more or (ii) if such violation
involves the reasonable possibility of the imposition of a fine of $20,000,000
or more;



(e)         the
occurrence of any of the following events affecting the Borrower or any ERISA
Affiliate (but in no event more than 10 days after such event), and deliver to
the Agent and each Bank a copy of any notice with respect to such event that is
filed with a governmental authority and any notice delivered by a governmental
authority to the Borrower or any ERISA Affiliate with respect to such event:



(i)          an ERISA Event;



(ii)         a
material increase in the Unfunded Pension Liability of any Plan;



(iii)        the
adoption of, or the commencement of contributions to, any Plan subject to
Section 412 of the Code by the Borrower or any ERISA Affiliate; or



(iv)       the
adoption of any amendment to a Plan subject to Section 412 of the Code, if such
amendment results in a material increase in contributions or Unfunded Pension
Liability,




(f)         any Default or Event of Default known
to the Borrower; and



(g)        any
change by Moody’s or S&P in the Debt Rating.



Each notice under this Section shall be
accompanied by a written statement by the chief financial officer of the
Borrower setting forth details of the occurrence referred to therein and
stating what action the Borrower or any affected Subsidiary proposes to take
with respect thereto and at what time. 
Each notice under subsection 6.03(f) shall describe with particularity
any and all clauses or provisions of this Agreement that have been breached or
violated;


             6.04                    Payment of Obligations.  Promptly pay and discharge all material
obligations, including tax claims, at maturity, except such as may be contested
in good faith or as to which a bona fide dispute may exist;


             6.05                    Insurance.  Maintain such insurance as is usually
maintained by others in the business of the same nature as the business of the
Borrower and each of its Subsidiaries, as the case may be, or maintain a
program of self insurance, with reserves, in accordance with sound business
practices;


             6.06                    Inspection
of Property and Books and Records.  Maintain adequate books, accounts and
records in accordance with good accounting standards and permit representatives
of the Majority Banks or the Agent to inspect such books and records and to
visit the properties of the Borrower and its Subsidiaries;


             6.07                    Financial Statements.  From time to time as hereinafter set forth
promptly prepare, or cause to be prepared, and deliver to the Agent, with
sufficient copies for each Bank, in form and detail satisfactory to the
Majority Banks:


(a)         On a
consolidated basis summary balance sheets and statements of income,
shareholders' equity and cash flows for the Borrower and its Subsidiaries as of
the end of each of the first three quarterly accounting periods in each fiscal
year of the Borrower; such statements shall be delivered within 45 days from
the end of the period covered and shall be furnished with a Compliance
Certificate signed by a responsible officer of the Borrower;



(b)        On a
consolidated basis summary balance sheets and statements of income,
shareholders' equity and cash flows for the Borrower and its Subsidiaries as of
the end of each fiscal year of the Borrower, certified by an independent
certified public accountant or accountants selected by the Borrower and
acceptable to the Majority Banks; such independent certified public accountant
or accountants shall also certify to the effect that in the course of making
their audit they obtained no knowledge of any existing unremedied Default or
Event of Default by the Borrower under this Agreement, or a statement
disclosing any such defaults if any are found, which statements referred to in
this Section 6.07(b) shall be delivered within 90 days from the end of the
period covered and shall be furnished with a Compliance Certificate signed by a
responsible officer of the Borrower;




(c)         Within
45 days after the end of each of the first three fiscal quarters of each fiscal
year of the Borrower and within 90 days after the end of each fiscal year of
the Borrower, a Compliance Certificate, with schedules containing the
information and calculations necessary to substantiate compliance with Section
7.01, certified by a responsible officer of the Borrower and, in the case of
financial statements as of the end of each fiscal year, reviewed and certified
by the Borrower's independent certified public accountant or accountants;



(d)        Within
90 days after the end of each fiscal year of the Borrower, a list of
Subsidiaries;






(e)         Within
15 days after filing with the Securities and Exchange Commission, a copy of all
public documents (with the exception of Forms S-8) filed by the Borrower with
the Securities and Exchange Commission; and



(f)         Such
other financial statements, lists of property and accounts, forecasts, legal
opinions or reports as to the Borrower or any of its Subsidiaries, as any Bank
may reasonably request from time to time; and



             6.08                    ERISA Compliance
 .


(a)         Maintain
each Plan in compliance in all material respects with the applicable provisions
of ERISA, the Code and other federal or state law; (b) cause each Plan which is
qualified under Section 401(a) of the Code to maintain such qualification; (c)
make all required contributions to any Plan subject to Section 412 of the Code,
and cause each of its ERISA Affiliates to do each of the foregoing; and (d) not
take or permit any action which would cause the representations in subsection
5.14 with respect to the Borrower to cease to be true and correct in all
material respects.



             6.09                    New Subsidiaries.  If the Borrower or any of its Subsidiaries
at any time after the date hereof, acquires, forms, or establishes any Material
Domestic Subsidiary or any Subsidiary becomes a Material Domestic Subsidiary,
the Borrower shall (i) cause any such Material Domestic Subsidiary (and, as
applicable, the Borrower) to promptly (a) execute and deliver to the Agent the
Guaranty and Contribution Agreement, or, as appropriate, supplements thereto in
forms attached hereto as Exhibits G, H and I and (b) provide such evidence of
due authorization, execution, and delivery of such documents as the Agent may
reasonably require; and (ii) cause its counsel to provide an opinion regarding
such Material Domestic Subsidiary and/or the Borrower and the Guaranty and
Contribution Agreement (or, as applicable, Supplement) covering the opinions
and subject to the limitations set forth in the form of opinion attached as
Exhibit D-1 hereto.





             6.10                    Additional
Covenants.  In the event that at any time this Agreement
is in effect or any Loan or Note remains unpaid the Borrower shall enter into any
agreement, guarantee, indenture or other instrument governing, relating to,
providing for commitments to advance or guaranteeing any Financing (as defined
below) or to amend any terms and conditions applicable to any Financing, which
agreement, guarantee, indenture or other instrument includes covenants,
warranties, representations, defaults or events of default (or any other type
of restriction which would have the practical effect of any of the foregoing,
including, without limitation, any “put” or mandatory prepayment of such debt)
or other terms or conditions (other than relating to any matters set forth in
Section 2.07) not substantially as, or in addition to those, provided in this
Agreement or any other document related hereto, or more favorable to the lender
or other counterparty thereunder than those provided in this Agreement or any
other document related hereto, the Borrower shall promptly so notify the Agent
and the Banks.  Thereupon, if the Agent
shall request by written notice to the Borrower (after a determination has been
made by the Majority Banks that any of the above referenced documents or
instruments contain any provisions which either individually or in the
aggregate are more favorable than one of the provisions set forth herein), the
Borrower, the Agent and the Banks shall enter into an amendment to this
Agreement providing for substantially the same such covenants, warranties,
representations, defaults or events of default or other terms or conditions as
those provided for in such agreement, guarantee, indenture or other instrument,
to the extent required and as may be selected by the Agent, such amendment to
remain in effect until any such covenants, warranties, representations,
defaults or events of default or other terms or conditions shall no longer be
in effect pursuant to such other agreement, guarantee, indenture or other
instrument.  As used herein, the term
“Financing” means (i) any transaction or series of transactions for the
incurrence by the Borrower of any indebtedness or for the establishment of a
commitment to make advances which would constitute indebtedness of the
Borrower, which indebtedness is not by its terms subordinate and junior to
other indebtedness of the Borrower, (ii) an obligation incurred in a
transaction or series of transactions in which assets of the Borrower are sold
and leased back, or (iii) a sale of accounts or other receivables or any
interest therein, other than a sale or transfer of accounts or receivables
attendant to a sale permitted hereunder; provided, that the maturity
date of any such transaction described in clauses (i), (ii) or (iii) shall be
longer than one year and the principal amount of any such transaction described
in clauses (i), (ii) or (iii) shall be at least $25,000,000.


ARTICLE VII.



NEGATIVE COVENANTS


             So
long as any Bank shall have any Commitment hereunder or any Loan or other
obligation hereunder shall remain unpaid or unsatisfied, the Borrower will not,
nor will it permit any of its Subsidiaries to, unless the Majority Banks waive
compliance in writing:


             7.01                    Funded
Debt to Capitalization.On
a consolidated basis, permit the ratio of Funded Debt to Capitalization,
measured as of the end of each fiscal quarter, to be in excess of 0.55 to 1.00;


             7.02                    Disposition
of Property.  Sell, lease, sell and lease back, exchange,
transfer or otherwise dispose of:


(a)         in a
transaction, or a series of transactions, all or substantially all of the
property and assets of the Borrower and its Subsidiaries on a consolidated
basis;




(b)        during
any calendar year, any of its fixed or capital assets with a fair market value
exceeding on a cumulative basis for such year for all such dispositions by the
Borrower and its Subsidiaries ten percent (10%) of the total consolidated
assets of the Borrower  (determined as
of the immediately preceding December 31); or



(c)         any
of its material assets, to the extent not otherwise prohibited by this Section,
except for full, fair and reasonable consideration;



             7.03                    Mergers.  Merge or consolidate with any other Person
or liquidate or dissolve; provided, however, that:


(a)         Borrower
may merge or consolidate with any other Person if, (i) in the case of a merger
or consolidation of the Borrower, the Borrower (or the resulting corporation in
a consolidation) will be the surviving corporation and (ii) in all events, the
Borrower (or such resulting corporation) will not be in default under any of
the terms of this Agreement immediately after the merger or consolidation; and



(b)        any
Subsidiary may be merged with or dissolved into the Borrower or with or into
any other Subsidiary; provided that, in the case of a merger with or
dissolution into the Borrower, the Borrower will be the surviving corporation;



             7.04                    Encumbrances.  Subject (or permit to be subjected) any
property to any mortgage, deed of trust, encumbrance, or voluntary lien or
acquire property subject thereto; provided, however, that this
Section 7.04 shall not be deemed to prohibit mortgages or other encumbrances
(or acquisitions of property subject thereto), including in support of
industrial revenue or pollution control bonds which are capitalized and treated
as indebtedness by the Borrower (provided that the maximum aggregate
outstanding balance of indebtedness secured by such mortgages or other
encumbrances, including such bonds but excluding indebtedness secured by liens
on promissory notes of Sierra Pacific Industries and Simpson Timber Company
pledged by L-PSPV, Inc. or L-P SPV2, LLC, shall never be in excess of
$200,000,000 in the aggregate for the Borrower and its Subsidiaries on a
consolidated basis), liens for taxes, loggers' liens, mechanics' liens, or
other liens arising by law out of the nature of the
operations involved;


             7.05                    Use of Proceeds.



(a)         Use
any portion of the Loan proceeds, directly or indirectly, (i) to purchase or
carry “margin stock” as such term is defined in Regulation T, U  or X of the FRB, (ii) to repay or otherwise
refinance indebtedness of the Borrower or others incurred to purchase or carry
such margin stock, (iii) to extend credit for the purpose of purchasing or
carrying any such margin stock, or (iv) to acquire any security in any
transaction that is subject to Section 13 or 14 of the Securities and Exchange
Act of 1934, and regulations promulgated thereunder; or




(b)        directly
or indirectly, use any portion of the Loan proceeds (i) knowingly to purchase
Ineligible Securities from the Arranger during any period in which the Arranger
makes a market in such Ineligible Securities, (ii) knowingly to purchase during
the underwriting or placement period Ineligible Securities being underwritten
or privately placed by the Arranger, or (iii) to make payments of principal or
interest on Ineligible Securities underwritten or privately placed by the
Arranger and issued by or for the benefit of the Borrower or any Affiliate of
the Borrower.  The Arranger is a
registered broker-dealer and permitted to underwrite and deal in certain
Ineligible Securities; and “Ineligible Securities” means securities which may
not be underwritten or dealt in by member banks of the Federal Reserve System
under Section 16 of the Banking Act of 1933 (12 U.S.C.
§ 24, Seventh), as amended; or



             7.06                    ERISA.


(a)         engage
in one or more prohibited transactions or violations of the fiduciary
responsibility rules with respect to any Plan which has resulted or could
reasonably expected to result in liability of the Borrower in an aggregate
amount in excess of $50,000,000; or (b) engage in a transaction that could be
subject to Section 4069 or 4212(c) of ERISA, and the Borrower shall not suffer
or permit any of its ERISA Affiliates to do any of the foregoing.



ARTICLE VIII.


EVENTS OF DEFAULT


             8.01                    Events of Default.  Any of the following shall constitute an
“Event of Default”:


(a)         The
Borrower shall fail to pay, within five (5) Business Days after the date when
due, any installment of interest or principal or any other sum due under this
Agreement in accordance with the terms hereof;



(b)        Any
representation or warranty herein or in any agreement, instrument or
certificate executed pursuant hereto, including the Guaranty, or in connection
with any transaction contemplated hereby shall prove to have been false or
misleading in any material respect when made or when deemed to have been made;



(c)         A
writ, execution or attachment, or any similar process, shall be levied against
all or any substantial portion of the property of the Borrower or any of its
Subsidiaries or any judgment shall be entered against the Borrower or any of
its Subsidiaries in an amount in excess of $20,000,000 and such writ,
execution, attachment, process or judgment is not released, bonded, satisfied,
vacated or appealed from within 60 days after its levy or entry, or the total
of all judgments against the Borrower and its Subsidiaries outstanding at any
time which have not been released, bonded, satisfied, vacated or appealed from
within 60 days from the respective dates of entry thereof shall exceed
$50,000,000 in the aggregate;




(d)        The
Borrower or any of its Subsidiaries shall fail to pay its debts generally as
they come due, or shall file any petition or action for relief under any
bankruptcy, reorganization, insolvency or moratorium law, or any other law or
laws for the relief of, or relating to, debtors;



(e)         An
involuntary petition shall be filed under any bankruptcy statute against the
Borrower or any of its Subsidiaries, or a custodian, receiver, trustee,
assignee for the benefit of creditors (or other similar official) shall be
appointed to take possession, custody, or control of the properties of the
Borrower or any of its Subsidiaries, unless such petition or appointment is set
aside or withdrawn or ceases to be in effect within 45 days from the date of
said filing or appointment;



(f)         (i)
Any Event of Default shall occur under and as defined in Section 8 of the Existing
Credit Agreement or the comparable section under any agreement evidencing a
restatement or refinancing of the Existing Credit Agreement, (ii) any default
shall occur under any other agreement involving the borrowing of money or the
extension of credit under which the Borrower or any of its Subsidiaries may be
obligated as borrower having an aggregate principal amount (including undrawn
committed or available amounts and including amounts owing to all creditors
under any combined or syndicated credit arrangement) of more than $25,000,000,
if such default consists of the failure to pay any such indebtedness when due
or if such default causes (or upon a lapse of time or notice or both would
cause) the acceleration of any such indebtedness or the termination of any
commitment to lend, or if such default permits (or upon a lapse of time or
notice or both would permit) the holder or holders of such indebtedness or
beneficiary or beneficiaries of such indebtedness (or a trustee or agent on
behalf of such holder or holders or beneficiary or beneficiaries) to accelerate
any indebtedness or to terminate any commitment to lend, or (iii) there occurs
under any Swap Contract an Early Termination Date resulting from (1) any event
of default under such Swap Contract as to which the Borrower or any of its
Subsidiaries is the Defaulting Party or (2) any Termination Event as to which
the Borrower or any of its Subsidiaries is an Affected Party, and, in either
event, the Swap Termination Value owed by the Borrower or such Subsidiary as a
result thereof is greater than $25,000,000; for purposes of this subsection
(f), the terms “Early Termination Date”, “Defaulting Party”, “Termination
Event”, and “Affected Party” shall have the meanings assigned to them in the
relevant Swap Contract, it being understood that such definitions contemplate
Swap Contracts documented on International Swaps and Derivatives Association
(“ISDA”) standard forms; if such Swap Contract is not documented on an ISDA
standard form, such terms shall be given similar or analogous meanings as used
in such non-ISDA standard agreements;



(g)        (i)
Any one or more ERISA Events shall occur with respect to one or more Pension
Plans or Multiemployer Plans which has or have resulted or could reasonably be
expected to result in liability of the Borrower under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess
of $50,000,000; (ii) the aggregate amount of Unfunded Pension Liability among
all Pension Plans at any time exceeds $50,000,000; or (iii) the Borrower or any
ERISA Affiliate shall fail to pay when due, after the expiration of any
applicable grace period, any installment payment or payments with respect to
its withdrawal liability under Section 4201 of ERISA under any one or more
Multiemployer Plans, which payment or payments are in an aggregate amount in
excess of $50,000,000;






(h)        The
entering of a final order by any court or administrative agency requiring the
Borrower or any of its Subsidiaries to divest itself of such a substantial part
of its assets that the ability of the Borrower to pay, when due and payable,
either at the fixed maturity thereof or otherwise, the Loans or any part
thereof, or any installment of interest thereon, or the principal of or
interest on any other obligation for borrowed money, will be or may reasonably
be expected to be materially adversely affected, which order is not subject to
appeal or review by any court or as to which order the right to appeal or
review has expired, and such order remains in effect for more than 60 days;



(i)          Any
Person or related group of Persons (other than employees of the Borrower or its
Subsidiaries and any Plan for the benefit of such employees) shall beneficially
own or shall control by proxy or otherwise, or shall enter into any agreement
to obtain any right to acquire, more than thirty percent (30%) of the
Borrower's voting securities;



(j)          At
any time prior to termination or expiration of the Commitment and payment in
full of the Loans and any other obligations of the Borrower hereunder and under
any other document or instrument given in connection herewith and of any
amounts due under the Guaranty, the Guaranty (to the extent executed and
delivered pursuant to Section 6.09) is for any reason partially (including with
respect to future advances) or wholly revoked or invalidated, or otherwise
ceases to be in full force and effect, or the Borrower, any Material Domestic
Subsidiary or any other Person contests in any manner the validity or
enforceability thereof or denies that it has any further liability or
obligation thereunder; or



(k)         The
Borrower or any Material Domestic Subsidiary shall breach, or default under,
any covenant, term, condition, provision, representation or warranty contained
in this Agreement or in the Guaranty or Contribution Agreement not specifically
referred to in this Article, and, except in the case of a breach or default
under Section 7.03 of this Agreement, such breach or default shall continue for
thirty days after the earlier of its discovery by any elected or appointed
officer of the Borrower or written notice thereof to the Borrower by the Agent
or any Bank.



             8.02                    Remedies.  If any Event of Default occurs, the Agent
shall, at the request of, or may, with the consent of, the Majority Banks,


(a)         declare
the commitment of each Bank to make Loans to be terminated, whereupon such
commitments shall be terminated;



(b)        declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other document or instrument given in connection herewith to be immediately due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived by the Borrower; and






(c)         exercise
on behalf of itself and the Banks all rights and remedies available to it and
the Banks under this Agreement, the Notes, the Guaranty, the Contribution
Agreement or applicable law;



provided, however, that upon the
occurrence of any event specified in subsection (d) or (e) of Section 8.01 (in
the case of subsection (e) upon the expiration of the 45-day period mentioned
therein), the obligation of each Bank to make Loans shall automatically
terminate and the unpaid principal amount of all outstanding Loans and all
interest and other amounts as aforesaid shall automatically become due and
payable without further act of the Agent or any Bank.


             8.03                    Rights Not Exclusive.  The rights provided for in this Agreement
and the other documents or instruments given in connection herewith are
cumulative and are not exclusive of any other rights, powers, privileges or
remedies provided by law or in equity, or under any other instrument, document
or agreement now existing or hereafter arising.


             8.04                    Notice of Default.  The Agent shall give notice to the Borrower
under subsection 8.01(k) promptly upon being requested to do so by any Bank and
shall thereupon notify all the Banks thereof.


ARTICLE IX.



THE AGENT


             9.01                    Appointment
and Authorization; “Agent”.  Each Bank hereby irrevocably (subject to
Section 9.09) appoints, designates and authorizes the Agent to take such action
on its behalf under the provisions of this Agreement and each other document or
instrument given in connection herewith and to exercise such powers and perform
such duties as are expressly delegated to it by the terms of this Agreement or
any such document or instrument, together with such powers as are reasonably
incidental thereto.  Notwithstanding any
provision to the contrary contained elsewhere in this Agreement or in any such
document or instrument, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the Agent
have or be deemed to have any fiduciary relationship with any Bank, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other document or
instrument given in connection herewith or otherwise exist against the Agent.  Without limiting the generality of the
foregoing sentence, the use of the term “agent” in this Agreement with
reference to the Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any
applicable law.  Instead, such term is
used merely as a matter of market custom and is intended to create or reflect
only an administrative relationship between independent contracting parties.





             9.02                    Delegation of Duties.  The Agent may execute any of its duties
under this Agreement or any other document or instrument given in connection
herewith by or through agents, employees or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such
duties.  The Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects with reasonable care.


             9.03                    Liability of Agent.  None of the Agent-Related Persons shall (i)
be liable for any action taken or omitted to be taken by any of them under or
in connection with this Agreement or any other document or instrument given in
connection herewith or the transactions contemplated hereby (except for its own
gross negligence or willful misconduct), or (ii) be responsible in any manner
to any of the Banks for any recital, statement, representation or warranty made
by the Borrower or any Subsidiary or Affiliate of the Borrower, or any officer
thereof, contained in this Agreement or in any other such document or
instrument, or in any certificate, report, statement or other document referred to or provided for in, or received by
the Agent under or in connection with, this Agreement or any other document or
instrument given in connection herewith, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other such
document or instrument, or for any failure of the Borrower or any other party
to any other such document or instrument to perform its obligations hereunder
or thereunder.  No Agent-Related Person
shall be under any obligation to any Bank to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other such document or instrument, or to inspect the
properties, books or records of the Borrower or any of the Borrower's
Subsidiaries or Affiliates.


             9.04                    Reliance by Agent
.


(a)         The
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any writing, resolution, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to the Borrower), independent accountants and
other experts selected by the Agent. 
The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other document or instrument given in
connection herewith unless it shall first receive such advice or concurrence of
the Majority Banks (or, when expressly required hereby, all of the Banks) as it
deems appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Banks against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such
action.  The Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement
or any other document or instrument given in connection herewith in accordance
with a request or consent of the Majority Banks (or, when expressly required
hereby, all of the Banks) and such request and any action taken or failure to
act pursuant thereto shall be binding upon all of the Banks.



(b)        For
purposes of determining compliance with the conditions specified in Section
4.01, each Bank that has executed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter either sent by the Agent to such Bank for consent, approval,
acceptance or satisfaction, or required thereunder to be consented to or
approved by or acceptable or satisfactory to the Bank.




             9.05      Notice of Default.
  The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Agent for the account of the Banks, unless the Agent
shall have received written notice from a Bank or the Borrower referring to
this Agreement, describing such Default or Event of Default and stating that
such notice is a “notice of default”. 
The Agent will notify the Banks of its receipt of any such notice.  The Agent shall take such action with
respect to such Default or Event of Default as may be requested by the Majority
Banks in accordance with Article VIII; provided, however, that unless and until
the Agent has received any such request, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall
deem advisable or in the best interest of the Banks.


             9.06      Credit Decision.
  Each Bank acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that
no act by the Agent hereafter taken, including any review of the affairs of the
Borrower or its Subsidiaries, shall be deemed to constitute any representation
or warranty by any Agent-Related Person to any Bank.  Each Bank represents to the Agent that it has, independently and
without reliance upon any Agent-Related Person and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Borrower and its Subsidiaries, and
all applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to the Borrower hereunder.  Each
Bank also represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement
and the other documents or instruments given in connection herewith, and to
make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower. 
Except for notices, reports and other documents expressly herein
required to be furnished to the Banks by the Agent, the Agent shall not have
any duty or responsibility to provide any Bank with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of the Borrower which may come into the
possession of any of the Agent-Related Persons.





             9.07                    Indemnification
of Agent.  Whether or not the transactions contemplated
hereby are consummated, the Banks shall indemnify upon demand the Agent-Related
Persons (to the extent not reimbursed by or on behalf of the Borrower and
without limiting the obligation of the Borrower to do so), pro rata, from and
against any and all Indemnified Liabilities; provided, however, that no Bank
shall be liable for the payment to the Agent-Related Persons of any portion of
such Indemnified Liabilities resulting solely from such Person's gross
negligence or willful misconduct. 
Without limitation of the foregoing, each Bank shall reimburse the Agent
upon demand for its ratable share of any costs or out-of-pocket expenses
(including Attorney Costs) incurred by the Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other document or instrument given in connection herewith, or any document
contemplated by or referred to herein, to the extent that the Agent is not
reimbursed for such expenses by or on behalf of the Borrower.  The undertaking in this Section shall survive
the payment of all obligations hereunder and the resignation or replacement of
the Agent.


             9.08                    Agent
in Individual Capacity.  Bank of America (or any successor agent) and
its Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory,
underwriting or other business with the Borrower and its Subsidiaries and
Affiliates as though Bank of America (or such successor agent) were not the
Agent hereunder and without notice to or consent of the Banks.  The Banks acknowledge that, pursuant to such
activities, Bank of America (or such successor agent) or its Affiliates may
receive information regarding the Borrower or its Subsidiaries or Affiliates
(including information that may be subject to confidentiality obligations in
favor of the Borrower or such Subsidiaries or Affiliates) and acknowledge that
the Agent shall be under no obligation to provide such information to
them.  With respect to its Loans, Bank
of America (or such successor) shall have the same rights and powers under this
Agreement as any other Bank and may exercise the same as though it were not the
Agent, and the terms “Bank” and “Banks” include Bank of America (or such
successor) in its individual capacity.


             9.09                    Successor Agent.  The Agent may, and at the request of the
Majority Banks shall, resign as Agent upon 30 days' notice to the Borrower and
the Banks.  If the Agent resigns under
this Agreement, the Majority Banks shall appoint from among the Banks a
successor agent for the Banks.  If no
successor agent is appointed prior to the effective date of the resignation of
the Agent, the Agent may appoint, after consulting with the Banks and the
Borrower, a successor agent from among the Banks.  Upon the acceptance of its appointment as successor agent
hereunder, such successor agent shall succeed to all the rights, powers and
duties of the retiring Agent and the term “Agent” shall mean such successor
agent and the retiring Agent's appointment, powers and duties as Agent shall be
terminated.  The Borrower may continue
to deal with the retiring Agent as Agent hereunder until the Borrower receives
notice of the appointment of such a successor agent.  After any retiring Agent's resignation hereunder as Agent, the
provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement.  If no successor
agent has accepted appointment as Agent by the date which is 30 days following
a retiring Agent's notice of resignation, the retiring Agent's resignation
shall nevertheless thereupon become effective and the Banks shall perform all
of the duties of the Agent hereunder until such time, if any, as the Majority
Banks appoint a successor agent as provided for above.  If the Borrower has not received notice of
the appointment of a successor agent within 30 days of the retiring Agent's
notice of resignation, the Borrower shall deal directly with the Banks until
the Borrower receives notice of the appointment of a successor agent as
provided above.




             9.10                    Other Agents.  None of the Banks identified on the facing
page or signature pages of this Agreement as 
“Syndication Agent,” “Documentation Agent” or “Book Manager and Lead
Arranger” shall have any right, power, obligation, liability, responsibility,
or duty under this Agreement other than those applicable to all Banks as
such.  Without limiting the foregoing,
none of the Banks so identified as “Syndication Agent,” “Documentation Agent”
or “Book Manager and Lead Arranger” shall have or be deemed to have any
fiduciary relationship with any Bank.  Each
Bank acknowledges that it has not relied, and will not rely, on any of the
Banks so identified in deciding to enter into this Agreement or in taking or
not taking action hereunder.


ARTICLE X.



MISCELLANEOUS


             10.01                  Amendments and Waivers.  No amendment or waiver of any provision of
this Agreement or any other document or instrument given in connection
herewith, and no consent with respect to any departure by the Borrower
therefrom, shall be effective unless the same shall be in writing and signed by
the Majority Banks (or by the Agent at the written request of the Majority
Banks) and the Borrower and acknowledged by the Agent, and then any such waiver
or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such waiver,
amendment, or consent shall, unless in writing and signed by all the Banks and
the Borrower and acknowledged by the Agent, do any of the following:


(a)         increase
or extend any Commitment of any Bank (or reinstate any Commitment terminated
pursuant to Section 8.02);



(b)        postpone
or delay any date fixed by this Agreement or any other document or instrument
given in connection herewith for any payment of principal, interest, fees or
other amounts due to the Banks (or any of them hereunder) or under any other such
document or instrument;



(c)         reduce
the principal of, or the rate of interest specified herein on, any Loan or
(subject to clause (iii) below) any fees or other amounts payable hereunder or
under any other document or instrument given in connection herewith;



(d)        change
the percentage of the Commitments or of the aggregate unpaid principal amount
of the Loans which is required for the Banks or any of them to take any action
hereunder;



(e)         amend
this Section, or Section 2.12, or any provision herein providing for consent or
other action by all Banks; or



(f)         release
any Material Domestic Subsidiaries from its obligations under the Guaranty and
Contribution Agreement or terminate the Guaranty or Contribution Agreement, in
each case to the extent executed and delivered pursuant to Section 6.09, except
in each case as expressly provided for therein;




and, provided further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the Agent
in addition to the Majority Banks or all the Banks, as the case may be, affect
the rights or duties of the Agent under this Agreement or any other document or
instrument given in connection herewith and (ii) the Fee Letter may be amended,
or rights or privileges thereunder waived, in a writing executed
by the parties thereto.


             10.02                  Notices.


(a)         All
notices, requests and other communications shall be in writing (including,
unless the context expressly otherwise provides, by facsimile transmission,
provided that any matter transmitted by or to the Borrower by facsimile (i)
shall be immediately confirmed by a telephone call to the recipient at the
number specified on Schedule 10.02, and (ii) except in the case of a Notice of
Borrowing or Notice of Conversion/Continuation, in which case the facsimile
copy shall be deemed to be the operative original document, shall be followed
promptly by delivery of a hard copy original thereof) and mailed, faxed or
delivered, to the address or facsimile number specified for notices on Schedule
10.02; or, if directed to the Borrower or the Agent, to such other address as
shall be designated by such party in a written notice to the other parties, and
if directed to any other party, at such other address as shall be designated by
such party in a written notice to the Borrower and the Agent.



(b)        All
such notices, requests and communications shall, when transmitted by overnight
delivery, or faxed, be effective upon the next Business Day after delivery for
overnight (next-day) delivery, or when transmitted in legible form by facsimile
machine, respectively, or if mailed, upon the third Business Day after the date
deposited into the U.S. mail, or if delivered, upon delivery; except that
notices pursuant to Article II or IX shall not be effective until actually
received by the Agent.



(c)         Any
agreement of the Agent and the Banks herein to receive certain notices by
facsimile is solely for the convenience and at the request of the
Borrower.  The Agent and the Banks shall
be entitled to rely on the authority of any Person purporting to be a Person
authorized by the Borrower to give such notice and the Agent and the Banks
shall not have any liability to the Borrower or other Person on account of any
action taken or not taken by the Agent or the Banks in reliance upon such
facsimile notice.  The obligation of the
Borrower to repay the Loans made to it shall not be affected in any way or to
any extent by any failure by the Agent and the Banks  to receive written confirmation of any facsimile notice or the
receipt by the Agent and the Banks of a confirmation which is at variance with
the terms understood by the Agent and the Banks to be contained in the
facsimile notice.



             10.03                  No
Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of the Agent or any Bank, any right, remedy, power or
privilege hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.


             10.04                  Costs and Expenses.  The Borrower shall:





(a)         whether or not the transactions
contemplated hereby are consummated, pay or reimburse Bank of America
(including in its capacity as Agent) within five Business Days after demand for
all costs and expenses incurred by Bank of America (including in its capacity
as Agent) in connection with the development, preparation, delivery,
administration and execution of, and any amendment, supplement, waiver or
modification to (in each case, whether or not consummated), this Agreement and
any other documents prepared in connection herewith, and the consummation of
the transactions contemplated hereby and thereby, including reasonable Attorney
Costs incurred by Bank of America (including in its capacity as Agent) with
respect thereto; provided, that on the date of Borrowing the Borrower
shall pay all accrued and unpaid fees, costs and expenses to the extent then
due and payable on such date, together with Attorney Costs of Bank of America
to the extent invoiced prior to or on such date, plus such additional amounts
of Attorney Costs as shall constitute Bank of America's reasonable estimate of
Attorney Costs incurred or to be incurred by it through the closing proceedings
(provided that such estimate shall not thereafter preclude final settling of
accounts between the Borrower and Bank of America with respect to such costs),
including any such costs, fees and expenses arising under or referenced in
Sections 2.08 or in the Fee Letter; and



(b)        pay or
reimburse the Agent and each Bank within five Business Days after demand for
all costs and expenses (including Attorney Costs) incurred by them in
connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or any other document or instrument
given in connection herewith during the existence of an Event of Default or
after acceleration of the Loans (including in connection with any “workout” or
restructuring regarding the Loans, and including in any insolvency proceeding
or appellate proceeding).



             10.05                  Borrower Indemnification.  Whether or not the transactions contemplated
hereby are consummated, the Borrower shall indemnify and hold the past or
present Agent-Related Persons, and each past or present Bank and each of their
respective officers, directors, employees, counsel, agents and
attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any
and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, charges, expenses and disbursements (including Attorney Costs) of
any kind or nature whatsoever which may at any time (including at any time
following repayment of the Loans and the termination, resignation or
replacement of the Agent or replacement of any Bank) be imposed on, incurred by
or asserted against any such Person in any way relating to or arising out of
this Agreement or any document contemplated by or referred to herein, or the
transactions contemplated hereby, or any action taken or omitted by any such
Person under or in connection with any of the foregoing, including with respect
to any investigation, litigation or proceeding (including any insolvency
proceeding or appellate proceeding) related to or arising out of this Agreement
or the Loans or the use of the proceeds thereof, whether or not any Indemnified
Person is a party thereto (all the foregoing, collectively, the “Indemnified
Liabilities”); provided, that the Borrower shall have no obligation hereunder
to any Indemnified Person with respect to (i) Indemnified Liabilities to the
extent resulting from the gross negligence or willful misconduct of such
Indemnified Person (ii) any violation of any banking law or regulation by such
Indemnified Person, (iii) any liability as between or among any Indemnified
Person or their respective shareholders and controlling persons, (iv) any
default hereunder by any Person other than the Borrower, or (v) any Taxes or
Other Taxes, except to the extent such Taxes or Other
Taxes are indemnified against by other provisions of this Agreement.  The agreements in this Section shall survive
payment of all other obligations of the Borrower.





             10.06                  Payments Set Aside.  To the extent that the Borrower makes a
payment to the Agent or the Banks or the Agent or the Banks exercise their
right of set-off, and such payment or the proceeds of such set-off or any part
thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement entered
into by the Agent or such Bank in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any insolvency proceeding or
otherwise, then (a) to the extent of such recovery the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had
not occurred, and (b) each Bank severally agrees to pay to the Agent upon
demand its pro rata share of any amount so recovered from or repaid by the
Agent.


             10.07                  Successors and Assigns.  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 the Borrower may assign or transfer
any of its rights or obligations under this Agreement without the prior written
consent of the Agent and each Bank.


             10.08                  Assignments,
Participations, etc.


(a)         Any
Bank may, with the written consent of the Borrower at all times other than
during the existence of an Event of Default and in the case of an assignment to
an Affiliate of the assignor and with the written consent of the Agent, which
consents shall not be unreasonably withheld, at any time assign and delegate to
one or more Eligible Assignees (each an “Assignee”) all, or any ratable (in the
case of Loans) part of all, of the Loans and the other rights and obligations
of such Bank hereunder, in a minimum amount of $5,000,000, provided, however,
that the Borrower and the Agent may continue to deal solely and directly with
such Bank in connection with the interest so assigned to an Assignee until (i)
written notice of such assignment, together with payment instructions,
addresses and related information with respect to the Assignee, shall have been
given to the Borrower and the Agent by such Bank and the Assignee; (ii) such
Bank and its Assignee shall have delivered to the Borrower and the Agent an
Assignment and Acceptance substantially in the form of Exhibit E  (“Assignment and Acceptance”); and (iii) the
assignor Bank or Assignee has paid to the Agent a processing fee in the amount
of $3,000.



(b)        From
and after the date that the Agent notifies the assignor Bank that it has
received (and provided its consent with respect to) an executed Assignment and
Acceptance and payment of the above-referenced processing fee, (i) the Assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, shall have the rights and obligations of a Bank under this
Agreement and the other documents or instruments given in connection herewith,
and (ii) the assignor Bank shall, to the extent that rights and obligations
hereunder and under such documents or instruments have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations hereunder and under such other documents and
instruments; provided, that the assignor Bank and the Assignee shall each be entitled
to the benefits of the indemnification provisions which would otherwise survive
the payment of the other obligations of the Borrower.






(c)         Within
five Business Days after its receipt of notice by the Agent that it has
received an executed Assignment and Acceptance and payment of the processing
fee (and provided that it consents to such assignment if required under
subsection 10.08(a)), the Borrower shall execute and deliver to the Agent, a
new Note evidencing such Assignee's assigned Loans and, if the assignor Bank
has retained a portion of its Loan, a replacement Note in the form of Exhibit F
in the principal amount of the Loan retained by the assignor Bank (such Note to
be in exchange for, but not in payment of, the Note with respect to the Loan held
by such Bank, which shall be returned to the Borrower.  Immediately upon each assignor Bank's or
Assignee's making its processing fee payment under the Assignment and
Acceptance, this Agreement shall be deemed to be amended to the extent, but
only to the extent, necessary to reflect the addition of the Assignee and the
resulting adjustment of the Loans arising therefrom.



(d)        Any
Bank may at any time sell to one or more commercial banks or other Persons not
Affiliates of the Borrower (a “Participant”) participating interests in any
Loans, the Commitment of that Bank and the other interests of that Bank (the
“Originator”) hereunder and under the other documents and instruments given in
connection herewith; provided, however, that (i) the Originator's obligations
under this Agreement shall remain unchanged, (ii) the Originator shall remain
solely responsible for the performance of such obligations, (iii) the Borrower
and the Agent shall continue to deal solely and directly with the Originator in
connection with the Originator's rights and obligations under this Agreement
and the other documents and instruments given in connection herewith, and (iv)
no Bank shall transfer or grant any participating interest under which the
Participant has rights to approve any amendment to, or any consent or waiver
with respect to, this Agreement or any other document or instrument given in
connection herewith, except to the extent such amendment, consent or waiver
would require unanimous consent of the Banks as described in the first proviso
to Section 10.01. In the case of any such participation, the Participant shall
not have any rights under this Agreement, or any of the other documents or
instruments given in connection herewith, and all amounts payable by the
Borrower hereunder shall be determined as if such Originator had not sold such
participation; except that, if amounts outstanding under this Agreement are due
and unpaid, or shall have been declared or shall have become due and payable
upon the occurrence of an Event of Default, each Participant shall be deemed to
have the right of set-off in respect of its participating interest in amounts
owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Bank (as the case may be)
under this Agreement.



(e)         Notwithstanding
any other provision in 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 Notes held by it in favor of any Federal
Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury
Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such
pledge or security interest in any manner permitted under applicable law.






             10.09                  
Confidentiality.  Each Bank agrees to take and to cause its
Affiliates to take normal and reasonable precautions and exercise due care to
maintain the confidentiality of all information provided to it by the Borrower
or any of its Subsidiaries, or by the Agent on the Borrower's or such
Subsidiary's behalf, under this Agreement or any other document or instrument
given in connection herewith, and neither it nor any of its Affiliates shall
use any such information other than in connection with or in enforcement of
this Agreement and the other documents and instruments given in connection
herewith or in connection with other business now or hereafter existing or
contemplated with the Borrower or any of its Subsidiaries, except to the extent
such information (i) was or becomes generally available to the public other
than as a result of disclosure by such Bank in breach of this Section 10.10, or
(ii) was or becomes available on a non-confidential basis from a source other
than the Borrower, provided that such source is not bound by a confidentiality
agreement with the Borrower known to such Bank; provided, however, that any
Bank may disclose such information (A) at the request or pursuant to any
requirement of any governmental authority to which such Bank is subject or in
connection with an examination of such Bank by any such authority; (B) pursuant
to subpoena or other court process; (C) when required to do so in accordance
with the provisions of any applicable Requirement of Law; (D) to the extent
reasonably required in connection with any litigation or proceeding to which
the Agent, any Bank or their respective Affiliates may be party; (E) to the
extent reasonably required in connection with the exercise of any remedy hereunder or under any other document or instrument
given in connection herewith; (F) to such Bank's independent auditors and other
professional advisors; (G) to any Participant or Assignee, actual or potential,
provided that such Person agrees in writing to keep such information
confidential to the same extent required of the Banks hereunder; and (H) as to
any Bank or its Affiliates, as expressly permitted under the terms of any other
document or agreement regarding confidentiality to which the Borrower or any of
its Subsidiaries is party or is deemed party with such Bank or such Affiliate.


             10.10                  
Set-off.  In addition to any rights and remedies of
the Banks provided by law, if an Event of Default exists or the Loans have been
accelerated, each Bank  is authorized at
any time and from time to time, without prior notice to the Borrower, any such
notice being waived by the Borrower to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held by, and other indebtedness at any time
owing by, such Bank to or for the credit or the account of the Borrower against
any and all obligations of the Borrower owing to such Bank now or hereafter
existing, irrespective of whether or not the Agent or such Bank shall have made
demand under this Agreement or any document or instrument given in connection
herewith and although such obligations may be contingent or unmatured.  Each Bank agrees promptly to notify the
Borrower and the Agent after any such set-off and application made by such
Bank; provided, however, that the failure to give such notice shall not affect
the validity of such set-off and application.


             10.11                  Notification
of Addresses, Lending Offices, Etc.  Each Bank shall notify the Agent in writing
of any changes in the address to which notices to such Bank should be directed,
of addresses of any Lending Office, of payment instructions in respect of all
payments to be made to it hereunder and of such other administrative
information as the Agent shall reasonably request.


             10.12                  
Counterparts.  This Agreement may be executed in any number
of separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.


             10.13                  
Severability.  The illegality or unenforceability of any
provision of this Agreement or any instrument or agreement required hereunder
shall not in any way affect or impair the legality or enforceability of the
remaining provisions of this Agreement or any instrument or agreement required
hereunder.


             10.14                  No
Third Parties Benefited.  This Agreement is made and entered into for
the sole protection and legal benefit of the Borrower, the Banks, the
Agent-Related Persons, and their permitted successors and assigns, and no other
Person shall be a direct or indirect (other than Participants, to the extent
provided for herein) legal beneficiary of, or have any direct or indirect cause
of action or claim in connection with, this Agreement or any of the other
documents or instruments given in connection herewith.


             10.15                  Certain
Interpretive Provisions.


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



(b)        The
words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement
as a whole and not to any particular provision of this Agreement; and
subsection, Section, Schedule and Exhibit references are to this Agreement
unless otherwise specified.



(c)         (i)  The term “documents” includes any and all
instruments, documents, agreements, certificates, indentures, notices and other
writings, however evidenced; (ii)  the
term “including” is not limiting and means “including but not limited to;” and
(iii) in the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including”; the words “to” and
“until” each mean “to but excluding”, and the word “through” means “to and
including.”



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






(e)         The
captions and headings of this Agreement are for convenience of reference only
and shall not affect the interpretation of this Agreement.



(f)         This
Agreement and other documents or instruments given in connection herewith may
use several different limitations, tests or measurements to regulate the same
or similar matters.  All such
limitations, tests and measurements are cumulative and shall each be performed
in accordance with their terms.



(g)        This
Agreement and the other documents and instruments given in connection herewith
are the result of negotiations among and have been reviewed by counsel to the
Agent, the Borrower, and the other parties, and are the products of all
parties.  Accordingly, they shall not be
construed against the Banks or the Agent merely because of the Agent's, Banks'
involvement in their preparation.



             10.16                  
Governing
Law; Submission to Jurisdiction.


(a)         THIS
AGREEMENT, THE NOTES, THE GUARANTY AND THE CONTRIBUTION AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
CALIFORNIA; PROVIDED THAT THE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.



(b)        SUBJECT
TO SECTION 10.18, ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT, THE NOTES, THE GUARANTY, THE CONTRIBUTION AGREEMENT OR ANY OTHER
DOCUMENT OR INSTRUMENT GIVEN IN CONNECTION HEREWITH MAY BE BROUGHT IN THE
COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES OF AMERICA FOR THE
NORTHERN DISTRICT OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
EACH OF THE BORROWER, THE BANKS AND THE AGENT HEREBY CONSENTS, FOR ITSELF AND
IN RESPECT OF ITS PROPERTY, TO THE JURISDICTION OF THE AFORESAID COURTS.  EACH OF THE BORROWER, THE BANKS AND THE
AGENT HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO.  EACH BORROWER HEREBY WAIVES PERSONAL SERVICE
OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CALIFORNIA LAW.



             10.17                  Arbitration;

Reference Proceeding.


(a)         THE
BORROWER, THE BANKS AND THE AGENT EACH AGREE THAT ANY CONTROVERSY OR CLAIM
BETWEEN OR AMONG THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
NOTES, THE GUARANTY, THE CONTRIBUTION AGREEMENT OR ANY OTHER DOCUMENT OR
INSTRUMENT GIVEN IN CONNECTION HEREWITH, AND ANY CLAIM BASED ON OR ARISING FROM
AN ALLEGED TORT RELATED HERETO OR THERETO, SHALL AT THE REQUEST OF ANY PARTY BE
DETERMINED BY ARBITRATION.  THE
ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE UNITED STATES ARBITRATION
ACT (TITLE 9, U.S. CODE), NOTWITHSTANDING ANY CHOICE OF LAW PROVISION IN THIS
AGREEMENT, AND UNDER THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION
ASSOCIATION (“AAA”).  THE ARBITRATION
SHALL BE CONDUCTED WITHIN THE COUNTY OF SAN FRANCISCO, CALIFORNIA.  THE ARBITRATORS SHALL GIVE EFFECT TO
STATUTES OF LIMITATION IN DETERMINING ANY CLAIM.  ANY CONTROVERSY CONCERNING WHETHER AN ISSUE IS ARBITRABLE SHALL
BE DETERMINED BY THE ARBITRATORS. 
JUDGMENT UPON THE ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING
JURISDICTION.  THE INSTITUTION AND
MAINTENANCE OF AN ACTION FOR JUDICIAL RELIEF OR PURSUIT OF A PROVISIONAL OR
ANCILLARY REMEDY SHALL NOT CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE PLAINTIFF, TO SUBMIT THE CONTROVERSY OR CLAIM TO ARBITRATION IF
ANY OTHER PARTY CONTESTS SUCH ACTION FOR JUDICIAL RELIEF.






(b)        NOTWITHSTANDING
THE PROVISIONS OF SUBSECTION (a), NO CONTROVERSY OR CLAIM SHALL BE SUBMITTED TO
ARBITRATION WITHOUT THE CONSENT OF ALL PARTIES IF, AT THE TIME OF THE PROPOSED
SUBMISSION, SUCH CONTROVERSY OR CLAIM ARISES FROM OR RELATES TO AN OBLIGATION
TO THE AGENT OR ANY BANK WHICH IS SECURED BY REAL PROPERTY COLLATERAL LOCATED
IN CALIFORNIA.  IF ALL PARTIES DO NOT
CONSENT TO SUBMISSION OF SUCH A CONTROVERSY OR CLAIM TO ARBITRATION, THE
CONTROVERSY OR CLAIM SHALL BE DETERMINED AS PROVIDED IN SUBSECTION (c).



(c)         A CONTROVERSY
OR CLAIM WHICH IS NOT SUBMITTED TO ARBITRATION AS PROVIDED AND LIMITED IN
SUBSECTIONS (a) AND (b) SHALL, AT THE REQUEST OF ANY PARTY, BE DETERMINED BY A
REFERENCE IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 ET
SEQ.  IF SUCH AN ELECTION IS MADE, THE
PARTIES SHALL DESIGNATE TO THE COURT A REFEREE OR REFEREES SELECTED UNDER THE
AUSPICES OF THE AAA IN THE SAME MANNER AS ARBITRATORS ARE SELECTED IN
AAA-SPONSORED PROCEEDINGS.  THE PRESIDING
REFEREE OF THE PANEL, OR THE REFEREE IF THERE IS A SINGLE REFEREE, SHALL BE AN
ACTIVE ATTORNEY OR RETIRED JUDGE. 
JUDGMENT UPON THE AWARD RENDERED BY SUCH REFEREE OR REFEREES SHALL BE
ENTERED IN THE COURT IN WHICH SUCH PROCEEDING WAS COMMENCED IN ACCORDANCE WITH
CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 644 AND 645.



(d)        NO
PROVISION OF THIS SECTION SHALL LIMIT THE RIGHT OF ANY PARTY TO THIS AGREEMENT
TO EXERCISE SELF-HELP REMEDIES SUCH AS SET-OFF, TO FORECLOSE AGAINST OR SELL
ANY REAL OR PERSONAL PROPERTY COLLATERAL OR SECURITY OR TO OBTAIN PROVISIONAL
OR ANCILLARY REMEDIES FROM A COURT OF COMPETENT JURISDICTION BEFORE, AFTER, OR
DURING THE PENDENCY OF ANY ARBITRATION OR OTHER PROCEEDING.  THE EXERCISE OF A REMEDY DOES NOT WAIVE THE
RIGHT OF ANY PARTY TO RESORT TO ARBITRATION OR REFERENCE.  AT THE MAJORITY BANKS' OPTION, FORECLOSURE
UNDER A DEED OF TRUST OR MORTGAGE MAY BE ACCOMPLISHED EITHER BY EXERCISE OF
POWER OF SALE UNDER THE DEED OF TRUST OR MORTGAGE OR BY JUDICIAL FORECLOSURE.






             10.18                  Waiver of Jury Trial.  IF A CONTROVERSY OR CLAIM IS NOT SUBMITTED
TO ARBITRATION AS PROVIDED AND LIMITED IN SUBSECTIONS (a) AND (b) OF SECTION
10.18 AND IS NOT DETERMINED BY A REFERENCE AS PROVIDED IN SUBSECTION (c) OF
SUBSECTION 10.18, THEN THE BORROWER, THE BANKS AND THE
AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE
NOTES, THE GUARANTY, THE CONTRIBUTION AGREEMENT AND ANY OTHER DOCUMENT OR
INSTRUMENT GIVEN IN CONNECTION HEREWITH, OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, IN ANY SUCH ACTION, PROCEEDING OR OTHER LITIGATION OF ANY
TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY PARTICIPANT
OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR
OTHERWISE.  THE BORROWER, THE BANKS AND
THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A
COURT TRIAL WITHOUT A JURY.  WITHOUT
LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT
TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, THE NOTES, THE GUARANTY, THE
CONTRIBUTION AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT GIVEN IN CONNECTION
HEREWITH OR ANY PROVISION HEREOF OR THEREOF. 
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, THE NOTES, THE GUARANTY, THE
CONTRIBUTION AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT GIVEN IN CONNECTION
HEREWITH.


             10.19                  Entire Agreement.  This Agreement, together with the other
documents and instruments given in connection herewith, including the Notes and
the Fee Letter, embodies the entire agreement and understanding among the
Borrower, the Banks and the Agent and supersedes all prior or contemporaneous
agreements and understandings of such Persons, verbal or written, relating to
the subject matter hereof and thereof.





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


	 	LOUISIANA-PACIFIC
  CORPORATION
	 	 
	 	By:_________________________________
	 	 
	 	Name:_______________________________
	 	 
	 	Title:________________________________
	 	 
	 	 
	 	BANK OF AMERICA, N.A.,
  as Agent and as a Bank
	 	 
	 	By:_________________________________
	 	 
	 	Name:_______________________________
	 	 
	 	Title:________________________________
	 	 
	 	 
	 	WACHOVIA BANK, N.A.,
	 	as Syndication Agent
  and as a Bank
	 	 
	 	By:_________________________________
	 	 
	 	Name:_______________________________
	 	 
	 	Title:________________________________
	 	 
	 	 
	 	BANK ONE, N.A.,
	 	as Documentation Agent
  and as a Bank
	 	 
	 	By:_________________________________
	 	 
	 	Name:_______________________________
	 	 
	 	Title:________________________________
	 	 
	 	 
	 	ROYAL BANK OF CANADA,
	 	as a Bank
	 	 
	 	By:_________________________________
	 	 
	 	Name:_______________________________
	 	 
	 	Title:________________________________
	 	 
	 	 
	 	BANK HAPOALIM B.M.,
	 	as a Bank
	 	 
	 	By:_________________________________
	 	 
	 	Name:_______________________________
	 	 
	 	Title:________________________________
	 	 
	 	 
	 	THE BANK OF NOVA
  SCOTIA,
	 	as a Bank
	 	 
	 	By:_________________________________
	 	 
	 	Name:_______________________________
	 	 
	 	Title:________________________________



SCHEDULE 2.01





Commitments and Pro Rata Shares




	Bank	Commitments	Pro
  Rata Share
	Bank of America, N.A.	$40,000,000.00	23.529411765%
	Wachovia Bank, N.A.	$40,000,000.00	23.529411765%
	Bank One, N.A.	$40,000,000.00	23.529411765%
	Royal Bank of Canada 	$30,000,000.00	17.647058823%
	Bank Hapoalim B.M.	$10,000,000.00	5.882352941%
	The Bank of Nova
  Scotia	$10,000,000.00	5.882352941%
	TOTAL	$170,000,000.00	100.000000000%



 





SCHEDULE
5.14(c)

ERISA COMPLIANCE


The Borrower sponsors the
Louisiana-Pacific Corporation Retirement Account Plan.  Originally this was a defined benefit
pension plan covering certain hourly employees of LP.  Effective January 1, 2000, this was converted to a cash balance
plan covering most non-bargained employees. 
As of January 1, 2000, on an ongoing basis, the Plan has an unfunded
liability of approximately $23,000,000. 
As of January 1, 2000, on a plan termination basis, the Plan has an
unfunded liability of approximately $25,000,000.


The Borrower's subsidiary, Ketchikan Pulp
Company ("KPC") participates in the Alaska Loggers Association
Retirement Plan.  This is a
non-collectively bargained, multiple employer defined benefit plan.  On an ongoing basis and on a plan
termination basis, the Plan's actuary estimated that there is no unfunded
liability for the Plan as of January 1, 2000.


The Borrower's subsidiary, ABTco, Inc.,
sponsors the ABTco, Inc. Retirement Plan. 
This is a defined benefit plan covering bargained and non-bargained
employees of ABTco.  As of January 1,
2000, on an ongoing basis, the Plan has an unfunded liability of approximately
$0.  As of January 1, 2000, on a plan
termination basis, the Plan has an unfunded liability of approximately
$5,000,000.


The Borrower sponsors the Louisiana-Pacific
Corporation Samoa Pulp Defined Benefit Pension Plan.  This is a defined benefit plan covering employees of
Louisiana-Pacific Corporation who were members of the GP/LP Western Paper Plan
on June 30, 1986.  No employees hired
after June 30, 1986 participate.  As of
January 1, 2000, on an ongoing basis, the Plan has no unfunded liability.  As of January 1, 2000, on a plan termination
basis, the Plan has an unfunded liability of approximately $0.




SCHEDULE
10.02

OFFSHORE AND DOMESTIC LENDING OFFICES,

ADDRESSES FOR NOTICES


LOUISIANA-PACIFIC CORPORATION



Louisiana-Pacific Corporation

111 SW 5th Ave, 42nd Fl.

Portland, OR   97204



Attention:        Mark Tobin

Telephone:       (503) 821-5138

Facsimile:         (503) 821-5319



BANK OF
AMERICA, N.A.,

  as Agent



Funding Notices:

Bank of America, N.A.

Agency Administrative Services #5596

1850 Gateway Blvd.

Concord, CA  94520-3281

Mail Code: CA4-706-05-09

Attention:        Irene Ruddell

Telephone:       (925) 675-8441

Facsimile:         (925) 675-8500



Notices of Conversion/Continuation:

Bank of America, N.A.

Agency Administrative Services #5596

1850 Gateway Blvd.

Concord, CA  94520-3281

Attention:        Irene Ruddell

Telephone:       (925) 675-8441

Facsimile:         (925) 675-8500



Agent’s Payment Office:

Bank of America, N.A.

1850 Gateway Blvd.

Concord, CA  94520-3281

for credit to account No.  12337-15242

Attention:  Agency Administrative
Services #5596





All Other Notices:

Bank of America, N.A.

555 California Street

San Francisco, CA  94104

Mail Code: CA5-705-12-01

Attention:  Mike Balok

Telephone:       415-622-2018

Facsimile:         415-622-2385



BANK OF
AMERICA, N.A., 

as a Bank



Lending Office:

Bank of America, N.A.

1850 Gateway Blvd.

Concord, CA  94520-3281

Attention:  Irene Ruddell



WACHOVIA
BANK, N.A., as a Bank



Lending Office:

Wachovia Bank, N.A.

191 Peachtree St. NE

Atlanta, GA   30303



Credit Matters:

Wachovia Bank, N.A.

191 Peachtree St. NE

Atlanta, GA   30303


Attention:        David Corts

Telephone:       (404) 332-6756

Facsimile:         (404) 332-4136



Operations/Administration:

Wachovia Bank, N.A.

191 Peachtree St. NE

Atlanta, GA   30303


Attention:        Folahan Adefope

Telephone:       (404) 332-6739

Facsimile:         (404) 332-4320





BANK ONE, N.A., as a Bank



Lending Office:

Bank One, N.A.

1 Bank One Plaza

Chicago, IL   60670



Credit Matters:

Bank One, N.A.

777 So. Figueroa Street

4th Fl.

Los Angeles, CA   90017


Attention:        Kathleen LeRoy

Telephone:       (213) 683-6406

Facsimile:         (213) 683-4999



Operations/Administration:

Bank One, N.A.

1 Bank One Plaza

10th Fl.

Chicago, Il   60670


Attention:        Deborah Turner

Telephone:       (312) 732-3641

Facsimile:         (312) 732-4840



ROYAL
BANK OF CANADA, as a Bank



Lending Office:

Royal Bank of Canada

Grand Cayman (North America No. 1) Branch

c/o New York Branch

One Liberty Plaza

New York, NY   10006-1404





All Notices:

Royal Bank of Canada

Grand Cayman (North America No. 1) Branch

c/o New York Branch

One Liberty Plaza, 3rd Fl.

New York, NY   10006-1404


Attention:        Manager, Loans and Administration

Telephone:       (212) 428-6338

Facsimile:         (212) 428-2372



with copies to:

Royal Bank of Canada

One Liberty Plaza

3rd Fl.

New York, NY   10006-1404


Attention:        Norrie Millar

Telephone:       (212) 428-6363

Facsimile:         (212) 809-7148



Royal Bank of Canada

Suite 2100

666 Burrard Street

Vancouver, BC   V6C 3B1


Attention:        Gerry Derbyshire

Telephone:       (604) 257-7100

Facsimile:         (604) 665-6465



BANK
HAPOALIM B.M., as a Bank



Lending Office:

Bank Hapoalim B.M.

San Francisco Representative Office

250 Montgomery Street

Suite 700

San Francisco, CA   94104





Credit Matters:

Bank Hapoalim B.M.

San Francisco Representative Office

250 Montgomery Street

Suite 700

San Francisco, CA   94104


Attention:        David Terrance

Telephone:       (415) 989-9940 x131

Facsimile:         (415)  989-9948/9036



Operations/Administration:

Bank Hapoalim B.M.

San Francisco Representative Office

250 Montgomery Street

Suite 700

San Francisco, CA   94104


Attention:        Gloria Chayra

Telephone:       (415) 989-9940 x120

Facsimile:         (415)  989-9948/9036



THE BANK
OF NOVA SCOTIA, as a Bank



Lending Office:

The Bank of Nova Scotia

600 Peachtree St., NE

Suite 2700

Atlanta, GA   30308



Credit Matters:

The Bank of Nova Scotia

888 S.W. 5th Ave.

Suite 760

Portland, OR   97204-2078


Attention:        Daryl Hogge

Telephone:       (503) 222-4169

Facsimile:         (503)  222-5502





Operations/Administration:

The Bank of Nova Scotia

600 Peachtree St., NE

Suite 2700

Atlanta, GA   30308


Attention:        Arnette Wilford

Telephone:       (404) 877-1574

Facsimile:         (404) 888-8998