<PAGE>   1
                                                                    Exhibit 10.1

                                                         [Conformed as Executed]



================================================================================


                      AMENDED AND RESTATED CREDIT AGREEMENT

                                      AMONG

         R.J. REYNOLDS TOBACCO HOLDINGS, INC. (f/k/a RJR Nabisco, Inc.)

                            THE CHASE MANHATTAN BANK,

                            AS ADMINISTRATIVE AGENT,

                                 CITIBANK, N.A.

                                       AND

                           CREDIT SUISSE FIRST BOSTON,

                             AS SYNDICATION AGENTS,

                              CHASE SECURITIES INC.

                                       AND

                           SALOMON SMITH BARNEY INC.,

                             EACH AS A LEAD ARRANGER

                                       AND

                                  BOOK MANAGER,

                                       AND

                          VARIOUS LENDING INSTITUTIONS


                           -------------------------

                          Dated as of November 17, 2000


                           -------------------------

                                 $1,235,000,000


================================================================================



<PAGE>   2

                                TABLE OF CONTENTS


                                                                           Page
                                                                           ----


SECTION 1. Amount and Terms of Credit.........................................1
     1.01 Commitments.........................................................1
     1.02 Minimum Amount of Each Borrowing; Maximum Number of Borrowings......3
     1.03 Notice of Borrowing of Committed Loans..............................3
     1.04 Competitive Bid Borrowings..........................................4
     1.05 Disbursement of Funds...............................................6
     1.06 Notes; Register.....................................................7
     1.07 Conversions.........................................................7
     1.08 Pro Rata Borrowings.................................................8
     1.09 Interest............................................................8
     1.10 Interest Periods....................................................9
     1.11 Increased Costs, Illegality, etc...................................10
     1.12 Compensation.......................................................12
     1.13 Change of Lending Office...........................................12
     1.14 Maturity Date Extensions...........................................12
     1.15 Replacement of Lenders.............................................13
     1.16 Notice of Certain Costs............................................14

SECTION 2. Letters of Credit.................................................14
     2.01 Letters of Credit..................................................14
     2.02 Letter of Credit Requests..........................................16
     2.03 Letter of Credit Participations....................................16
     2.04 Agreement to Repay Letter of Credit Drawings.......................18
     2.05 Increased Costs....................................................19
     2.06 Indemnification; Nature of Letter of Credit Issuers' Duties........19

SECTION 3. Fees; Commitments.................................................21
     3.01 Fees...............................................................21
     3.02 Voluntary Reduction of Commitments.................................22
     3.03 Mandatory Reduction of Commitments, etc............................22

SECTION 4. Payments..........................................................23
     4.01 Voluntary Prepayments..............................................23
     4.02 Mandatory Prepayments..............................................23
     4.03 Method and Place of Payment........................................24
     4.04 Net Payments.......................................................25

SECTION 5. Conditions Precedent..............................................26
     5.01 Conditions Precedent to the Restatement Effective Date.............26
     5.02 Conditions Precedent to All Credit Events..........................28

                                      (i)
<PAGE>   3

                                                                           Page
                                                                           ----

SECTION 6. Representations, Warranties and Agreements........................28
     6.01 Status.............................................................29
     6.02 Power and Authority................................................29
     6.03 No Violation.......................................................29
     6.04 Litigation.........................................................29
     6.05 Use of Proceeds; Margin Regulations................................29
     6.06 Governmental Approvals.............................................30
     6.07 Investment Company Act.............................................30
     6.08 True and Complete Disclosure.......................................30
     6.09 Financial Condition; Financial Statements..........................30
     6.10 Tax Returns and Payments...........................................31
     6.11 Compliance with ERISA..............................................31
     6.12 Subsidiaries.......................................................31
     6.13 Patents, etc.......................................................31
     6.14 Pollution and Other Regulations....................................31
     6.15 Properties.........................................................32

SECTION 7. Affirmative Covenants.............................................32
     7.01 Information Covenants..............................................32
     7.02 Books, Records and Inspections.....................................33
     7.03 Insurance..........................................................34
     7.04 Payment of Taxes...................................................34
     7.05 Consolidated Corporate Franchises..................................34
     7.06 Compliance with Statutes, etc......................................34
     7.07 ERISA..............................................................34
     7.08 Good Repair........................................................35
     7.09 End of Fiscal Years; Fiscal Quarters...............................35
     7.10 Competitive Bid Loan Outstandings..................................35
     7.11 Subsidiary Guaranty; Collateral....................................36

SECTION 8. Negative Covenants................................................36
     8.01 Changes in Business................................................37
     8.02 Consolidation, Merger, Sale of Assets, etc.........................37
     8.03 Liens..............................................................39
     8.04 Indebtedness.......................................................40
     8.05 Limitation on Dividends............................................42
     8.06 Transactions with Affiliates.......................................44
     8.07 Consolidated Net Worth.............................................44
     8.08 Fixed Charge Coverage Ratio........................................44
     8.09 Investments........................................................44
     8.10 NoNegative Pledge..................................................44
     8.11 Prepayments of Indebtedness........................................44

SECTION 9. Events of Default.................................................45
     9.01 Payments...........................................................45
     9.02 Representations, etc...............................................45

                                      (ii)
<PAGE>   4

                                                                           Page
                                                                           ----

     9.03 Covenants..........................................................45
     9.04 Default Under Other Agreements.....................................45
     9.05 Bankruptcy, etc....................................................45
     9.06 ERISA..............................................................46
     9.07 Subsidiary Guaranty................................................46
     9.08 Judgments..........................................................47
     9.09 Security Documents.................................................47

SECTION 10. Definitions......................................................48

SECTION 11. The Senior Managing Agents.......................................70
     11.01 Appointment.......................................................70
     11.02 Delegation of Duties..............................................70
     11.03 Exculpatory Provisions............................................71
     11.04 Reliance by Senior Managing Agents................................71
     11.05 Notice of Default.................................................72
     11.06 Non-Reliance on Senior Managing Agents and Other Lenders..........72
     11.07 Indemnification...................................................72
     11.08 Senior Managing Agents in Their Individual Capacities.............73
     11.09 Successor Senior Managing Agents, etc.............................73

SECTION 12. Miscellaneous....................................................74
     12.01 Payment of Expenses, etc..........................................74
     12.02 Right of Setoff...................................................74
     12.03 Notices...........................................................74
     12.04 Benefit of Agreement..............................................75
     12.05 No Waiver; Remedies Cumulative....................................78
     12.06 Payments Pro Rata.................................................78
     12.07 Calculations; Computations........................................78
     12.08 Governing Law; Submission to Jurisdiction; Venue..................79
     12.09 Counterparts......................................................80
     12.10 Execution.........................................................80
     12.11 Headings Descriptive..............................................80
     12.12 Amendment or Waiver...............................................80
     12.13 Survival..........................................................81
     12.14 Domicile of Loans.................................................81
     12.15 Confidentiality...................................................81
     12.16 Waiver of Jury Trial..............................................82
     12.17 Special Provisions Regarding Section 12.04(e).....................82


                                     (iii)

<PAGE>   5



ANNEX I              --    List of Lenders and Commitments
ANNEX II             --    Lender Addresses
ANNEX III            --    Existing Letters of Credit
ANNEX IV             --    Certain Litigation
ANNEX V              --    Schedule of Material Subsidiaries
ANNEX VI             --    Existing Liens
ANNEX VII            --    Existing Debt


EXHIBIT A            --    Form of Note
EXHIBIT B            --    Form of Letter of Credit Request
EXHIBIT C-1          --    Form of Opinion of Executive Vice President, General
                           Counsel and Assistant Secretary of the Borrower
EXHIBIT C-2          --    Form of Opinion of White & Case LLP
EXHIBIT D            --    Form of Amended and Restated Subsidiary Guaranty
EXHIBIT E-1          --    Form of Notice of Assignment
EXHIBIT E-2          --    Form of Assignment Agreement
EXHIBIT F            --    Form of Confidentiality Agreement
EXHIBIT G            --    Form of Amended and Restated Intercompany
                           Subordination Agreement




                                      (iv)

<PAGE>   6

                  AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November
17, 2000, among R.J. REYNOLDS TOBACCO HOLDINGS, INC. (f/k/a/ RJR Nabisco, Inc.),
a Delaware corporation, and the lending institutions listed from time to time on
Annex I hereto (each, a "Lender" and, collectively, the "Lenders"). Unless
otherwise defined herein, all capitalized terms used herein and defined in
Section 10 are used herein as so defined.


                              W I T N E S S E T H:


                  WHEREAS, the Borrower and certain financial institutions are
party to a Credit Agreement, dated as of May 7, 1999 (as amended, modified,
supplemented and in effect immediately prior to the Restatement Effective Date,
the "Original Credit Agreement"); and

                  WHEREAS, the parties hereto wish to amend and restate the
Original Credit Agreement in its entirety as herein provided;


                  NOW, THEREFORE, the parties hereto agree that the Original
Credit Agreement shall be and is hereby amended and restated in its entirety as
follows:

                  NOW, THEREFORE, IT IS AGREED:

                  SECTION 1.  Amount and Terms of Credit.

                  1.01 Commitments. (A) Subject to and upon the terms and
conditions herein set forth, each Lender severally agrees to make a loan or
loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the
Borrower, which Revolving Loans:

                  (i) shall be made at any time and from time to time on and
         after the Original Effective Date and prior to such Lender's Final
         Maturity Date;

                  (ii) may, at the option of the Borrower, be incurred and
         maintained as, and/or converted into, Reference Rate Loans or
         Eurodollar Loans, provided that all Revolving Loans made by all Lenders
         pursuant to the same Borrowing shall, unless otherwise specifically
         provided herein, consist entirely of Revolving Loans of the same Type;

                  (iii) may be repaid and reborrowed in accordance with the
         provisions hereof; and

                  (iv) shall not exceed for any Lender at any time outstanding
         that aggregate principal amount which, when added to (A) the product of
         (x) such Lender's Adjusted Percentage and (y) the sum of (I) the
         aggregate Letter of Credit Outstandings and (II) the aggregate
         outstanding principal amount of all Swingline Loans then outstanding
         plus (B) the product of (x) such Lender's Percentage and (y) the
         aggregate outstanding principal amount of all Competitive Bid Loans
         then outstanding, equals the Commitment of such Lender at such time.

                  (B) Subject to and upon the terms and conditions herein set
forth, each Swingline Lender severally agrees, at any time and from time to time
on and after the Original Effective


<PAGE>   7

Date and prior to the Final Swingline Maturity Date, to make a loan or loans
(each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the
Borrower, which Swingline Loans:

                  (i) shall be Reference Rate Loans;

                  (ii) shall have the benefit of the provisions of Section
         1.01(C);

                  (iii) shall not exceed in the aggregate at any one time
         outstanding the Swingline Commitment of such Swingline Lender at such
         time;

                  (iv) shall not exceed in the aggregate for all Swingline
         Lenders at any one time outstanding, when combined with the aggregate
         principal amount of all Revolving Loans and Competitive Bid Loans then
         outstanding and all Letter of Credit Outstandings at such time, the
         Total Commitment then in effect; and

                  (v) may be repaid and reborrowed in accordance with the
         provisions hereof.

On (x) the Final Swingline Maturity Date, all Swingline Loans shall be repaid in
full and (y) the last Business Day of each calendar quarter, all Swingline Loans
shall be repaid in full and may not be reborrowed until the next succeeding
Business Day, provided that repayment of the Swingline Loans pursuant to this
clause (y) shall not be required to the extent that the aggregate outstanding
principal amount of Swingline Loans to be repaid is less than $10,000,000. No
Swingline Lender will make a Swingline Loan after it has received written notice
from the Required Lenders that one or more of the applicable conditions to
Credit Events specified in Section 5 are not then satisfied.

                  (C) On any Business Day, a Swingline Lender (the "Notifying SL
Lender") may, in its sole discretion, give notice to the Lenders that all then
outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans
(provided that such notice shall be deemed to have been automatically given by
each Swingline Lender and each Swingline Lender shall constitute a Notifying SL
Lender upon the occurrence of an Event of Default under Section 9.05), in which
case a Borrowing of Revolving Loans constituting Reference Rate Loans (each such
Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding
Business Day by all Lenders pro rata based on each Lender's Adjusted Percentage,
and the proceeds thereof shall be applied directly to repay ratably all
Swingline Lenders for their outstanding Swingline Loans. Each Lender hereby
irrevocably agrees to make Reference Rate Loans upon one Business Day's notice
pursuant to each Mandatory Borrowing in the amount and in the manner specified
in the preceding sentence and on the date specified in writing by the Notifying
SL Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not
comply with the Minimum Borrowing Amount otherwise required hereunder, (ii)
whether any conditions specified in Section 5 are then satisfied, (iii) whether
a Default or an Event of Default has occurred and is continuing, (iv) the date
of such Mandatory Borrowing and (v) any reduction in the Total Commitment after
any such Swingline Loans were made. In the event that any Mandatory Borrowing
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code in respect of the Borrower), each Lender (other than each
Swingline Lender with respect to its Swingline Loans) hereby agrees that it
shall forthwith purchase from each Swingline Lender (without recourse or
warranty) such assignment of its outstanding Swingline



                                      -2-
<PAGE>   8

Loans as shall be necessary to cause the Lenders to share in such Swingline
Loans ratably based upon their respective Adjusted Percentages; provided that
all interest payable on such Swingline Loans shall be for the account of the
Swingline Lenders until the date the respective assignment is purchased and, to
the extent attributable to the purchased assignment, shall be payable to the
Lender purchasing same from and after such date of purchase.

                  (D) Subject to and upon the terms and conditions herein set
forth, each Lender severally agrees that the Borrower may incur a loan or loans
(each, a "Competitive Bid Loan" and, collectively, the "Competitive Bid Loans")
pursuant to a Competitive Bid Borrowing from time to time on and after the
Original Effective Date and prior to the date which is the third Business Day
preceding the date which is 14 days prior to the Facility Maturity Date;
provided that, after giving effect to any Competitive Bid Borrowing and the use
of the proceeds thereof, (x) the aggregate outstanding principal amount of
Competitive Bid Loans when combined with the aggregate outstanding principal
amount of all Revolving Loans and Swingline Loans then outstanding and the
aggregate Letter of Credit Outstandings at such time shall not exceed the Total
Commitment at such time or (y) if the Interest Period applicable to such
Competitive Bid Borrowing extends beyond the then First Maturity Date of any
Lender, the aggregate outstanding principal amount of all Competitive Bid Loans
and Revolving Loans with Interest Periods that extend beyond such First Maturity
Date when combined with the Stated Amount of all outstanding Letters of Credit
with expiration dates that extend beyond such First Maturity Date will not
exceed the Expected Total Commitment in effect for each day of the Interest
Period applicable to such Competitive Bid Loan that occurs beyond such First
Maturity Date. Within the foregoing limits and subject to the conditions set out
in Section 1.04, Competitive Bid Loans may be repaid and reborrowed in
accordance with the provisions hereof.

                  1.02 Minimum Amount of Each Borrowing; Maximum Number of
Borrowings. The aggregate principal amount of each Borrowing of Committed Loans
shall not be less than the Minimum Borrowing Amount with respect thereto (except
that Mandatory Borrowings shall be made in the amounts required by Section
1.01(C)). More than one Borrowing may be incurred on any date; provided, that at
no time shall there be outstanding more than twenty Borrowings of Eurodollar
Loans under this Agreement.

                  1.03 Notice of Borrowing of Committed Loans. (a) Whenever the
Borrower desires to incur Revolving Loans hereunder (other than Mandatory
Borrowings), it shall give the Administrative Agent at the Administrative
Agent's Office (x) prior to 11:00 A.M. (New York time) at least three Business
Days' prior written notice (or telephonic notice promptly confirmed in writing)
of each Borrowing of Revolving Loans constituting Eurodollar Loans and (y) prior
to 11:00 A.M. (New York time) at least one Business Day's prior written notice
(or telephonic notice promptly confirmed in writing) of each Borrowing of
Revolving Loans constituting Reference Rate Loans. Each such notice (each,
together with each notice of a Borrowing of Swingline Loans pursuant to Section
1.03(b), a "Notice of Borrowing") shall be irrevocable and shall specify (i) the
aggregate principal amount of the Revolving Loans to be made pursuant to such
Borrowing, (ii) the date of Borrowing (which shall be a Business Day) and (iii)
whether the respective Borrowing shall consist of Reference Rate Loans or
Eurodollar Loans and, if Eurodollar Loans, the Interest Period to be initially
applicable thereto. The Administrative Agent shall promptly give each Lender
written notice (or telephonic notice promptly confirmed in writ-



                                      -3-
<PAGE>   9

ing) of each proposed Borrowing of Revolving Loans, of such Lender's
proportionate share thereof and of the other matters covered by the Notice of
Borrowing.

                  (b) Whenever the Borrower desires to incur Swingline Loans
hereunder, it shall give the Administrative Agent at the Administrative Agent's
Office written notice (or telephonic notice promptly confirmed in writing) of
each Borrowing of Swingline Loans prior to 11:00 A.M. (New York time) on the
date of such Borrowing. Each such notice shall be irrevocable and shall specify
(i) the aggregate principal amount of the Swingline Loans to be made pursuant to
such Borrowing and (ii) the date of Borrowing (which shall be a Business Day).
The Administrative Agent shall promptly give each Swingline Lender written
notice (or telephonic notice promptly confirmed in writing) of each proposed
Borrowing of Swingline Loans, of such Swingline Lender's proportionate share
thereof and of the other matters covered by the Notice of Borrowing.

                  (c) Mandatory Borrowings shall be made upon the notice
specified in Section 1.01(C), with the Borrower irrevocably agreeing, by its
incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set
forth in such Section.

                  (d) Without in any way limiting the obligation of the Borrower
to confirm in writing any notice it may give hereunder by telephone, the
Administrative Agent may act prior to receipt of written confirmation without
liability upon the basis of such telephonic notice, believed by the
Administrative Agent in good faith to be from the Chairman, Chief Financial
Officer or Treasurer of the Borrower, or from any other person designated in
writing to the Administrative Agent by the Chief Financial Officer or Treasurer
of the Borrower as a person entitled to give telephonic notices under this
Agreement on behalf of the Borrower. In each such case the Borrower hereby
waives the right to dispute the Administrative Agent's record of the terms of
any such telephonic notice.

                  1.04 Competitive Bid Borrowings. (a) Whenever the Borrower
desires to incur a Competitive Bid Borrowing, it shall deliver to the
Administrative Agent at the Administrative Agent's Office, prior to 11:00 A.M.
(New York time) at least three Business Days prior to the date of such proposed
Competitive Bid Borrowing, a written notice (each, a "Notice of Competitive Bid
Borrowing"), which notice shall specify in each case (i) the date (which shall
be a Business Day) and the aggregate amount of the proposed Competitive Bid
Borrowing, (ii) the maturity date for repayment of each Competitive Bid Loan to
be made as part of such Competitive Bid Borrowing (which maturity date may not
be earlier than 14 days after the date of such Competitive Bid Borrowing or
later than the earlier to occur of (x) 180 days after the date of such
Competitive Bid Borrowing and (y) the third Business Day preceding the Facility
Maturity Date), (iii) the interest payment date or dates relating thereto and
(iv) any other terms to be applicable to such Competitive Bid Borrowing. The
Administrative Agent shall promptly notify each Bidder of each such request for
a Competitive Bid Borrowing received by it from the Borrower by telecopying to
each such Bidder a copy of the related Notice of Competitive Bid Borrowing.

                  (b) Each Bidder shall, if, in its sole discretion, it elects
to do so, irrevocably offer to make one or more Competitive Bid Loans to the
Borrower as part of such proposed



                                      -4-
<PAGE>   10

Competitive Bid Borrowing at a rate or rates of interest specified by such
Lender in its sole discretion and determined by such Lender independently of
each other Lender, by notifying the Administrative Agent (which shall give
prompt notice thereof to the Borrower) before 11:00 A.M. (New York time) on the
date (the "Reply Date") which is two Business Days before the date of such
proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of
each Competitive Bid Loan which such Lender would be willing to make as part of
such proposed Competitive Bid Borrowing (which amounts may, subject to the
proviso to the first sentence of Section 1.01(D), exceed such Lender's
Commitment), the rate or rates of interest therefor and such Lender's lending
office with respect to such Competitive Bid Loan; provided, that if the
Administrative Agent in its capacity as a Lender shall, in its sole discretion,
elect to make any such offer, it shall notify the Borrower of such offer before
9:30 A.M. (New York time) on the Reply Date. Any Bidder not giving the
Administrative Agent the notice specified in the preceding sentence shall not be
obligated to, and shall not, make any Competitive Bid Loan as part of such
Competitive Bid Borrowing.

                  (c) The Borrower shall, in turn, before 12:00 Noon (New York
time) on the Reply Date, either:

                  (i) cancel such Competitive Bid Borrowing by giving the
         Administrative Agent notice to such effect, or

                  (ii) accept one or more of the offers made by any Bidder or
         Bidders by giving notice (in writing or by telephone confirmed in
         writing) to the Administrative Agent of the amount of each Competitive
         Bid Loan (which amount shall be equal to or greater than the minimum
         amount, and equal to or less than the maximum amount, notified to the
         Borrower by the Administrative Agent on behalf of such Bidder for such
         Competitive Bid Borrowing) to be made by each Bidder as part of such
         Competitive Bid Borrowing, and reject any remaining offers made by
         Bidders by giving the Administrative Agent notice to that effect;
         provided, that (x) acceptance of offers may only be made on the basis
         of ascending Absolute Rates commencing with the lowest rate so offered
         and (y) if offers are made by two or more Bidders at the same rate and
         acceptance of all such equal offers would result in a greater principal
         amount of Competitive Bid Loans being accepted than the aggregate
         principal amount requested by the Borrower, the Borrower shall then
         have the right to accept one or more such equal offers in their
         entirety and reject the other equal offer or offers or to allocate
         acceptance among all such equal offers (but giving effect to the
         minimum and maximum amounts specified for each such offer), as the
         Borrower may elect in its sole discretion; provided further, that in no
         event shall the aggregate principal amount of the Competitive Bid Loans
         accepted by the Borrower as part of a Competitive Bid Borrowing exceed
         the amount specified by the Borrower in the related Notice of
         Competitive Bid Borrowing.

                  (d) If the Borrower notifies the Administrative Agent that
such Competitive Bid Borrowing is canceled, the Administrative Agent shall give
prompt notice thereof to the Bidders and such Competitive Bid Borrowing shall
not be made.



                                      -5-
<PAGE>   11

                  (e) If the Borrower accepts one or more of the offers made by
any Bidder or Bidders, the Administrative Agent shall in turn promptly notify
(x) each Bidder that has made an offer of the date and aggregate amount of such
Competitive Bid Borrowing and whether or not any offer or offers made by such
Bidder have been accepted by the Borrower and (y) each Bidder that is to make a
Competitive Bid Loan as part of such Competitive Bid Borrowing of the amount of
each Competitive Bid Loan to be made by such Bidder.

                  (f) On the last Business Day of each calendar quarter, the
Administrative Agent shall notify the Lenders of the aggregate principal amount
of Competitive Bid Loans outstanding at such time.

                  1.05 Disbursement of Funds. (a) No later than 1:00 P.M. (New
York time) on the date of each Borrowing (including Mandatory Borrowings), each
Lender will make available its pro rata portion, if any, of each Borrowing
requested to be made on such date in the manner provided below.

                  (b) Each Lender shall make available all amounts it is to fund
under any Borrowing in U.S. dollars and immediately available funds to the
Administrative Agent at the Administrative Agent's Office and the Administrative
Agent will (except in the case of Mandatory Borrowings) make available to the
Borrower by depositing to its account at the Administrative Agent's Office the
aggregate of the amounts so made available in U.S. dollars and the type of funds
received. Unless the Administrative Agent shall have been notified by any Lender
prior to the date of any such Borrowing that such Lender does not intend to make
available to the Administrative Agent its portion of the Borrowing or Borrowings
to be made on such date, the Administrative Agent may assume that such Lender
has made such amount available to the Administrative Agent on such date of
Borrowing, and the Administrative Agent, in reliance upon such assumption, may
(in its sole discretion and without any obligation to do so) make available to
the Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent by such Lender and the Administrative
Agent has made available same to the Borrower, the Administrative Agent shall be
entitled to recover such corresponding amount from such Lender. If such Lender
does not pay such corresponding amount forthwith upon the Administrative Agent's
demand therefor, the Administrative Agent shall promptly notify the Borrower,
and the Borrower shall immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
from such Lender or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower to the
date such corresponding amount is recovered by the Administrative Agent, at a
rate per annum equal to (x) if paid by such Lender, the overnight Federal Funds
Rate or (y) if paid by the Borrower, the then applicable rate of interest,
calculated in accordance with Section 1.09, for the respective Loans.

                  (c) Nothing in this Section 1.05 shall be deemed to relieve
any Lender from its obligation to fulfill its commitments hereunder or to
prejudice any rights which the Borrower may have against any Lender as a result
of any default by such Lender hereunder.



                                      -6-
<PAGE>   12

                  1.06 Notes; Register. (a) The Borrower's obligation to pay the
principal of, and interest on, the Revolving Loans made by each Lender shall,
except as provided in Sections 1.15 and 12.04 and only to the extent requested
by such Lender, be evidenced by a promissory note duly executed and delivered by
the Borrower substantially in the form of Exhibit A with blanks appropriately
completed in conformity herewith (each, a "Note" and, collectively, the
"Notes").

                  (b) The Note issued to each Lender shall (i) be payable to the
order of such Lender and be dated the Restatement Effective Date, (ii) be in a
stated principal amount equal to the Commitment of such Lender and be payable in
the principal amount of the Revolving Loans evidenced thereby, (iii) mature on
such Lender's Final Maturity Date and (iv) bear interest as provided in the
appropriate clause of Section 1.09 in respect of the Reference Rate Loans and
Eurodollar Loans, as the case may be, evidenced thereby.

                  (c) Each Lender will note on its internal records the amount
of each Loan made by it and each payment in respect thereof and will prior to
any transfer of its Note endorse on the reverse side thereof the outstanding
principal amount of Revolving Loans evidenced thereby. Failure to make any such
notation or any error in any such notation shall not affect the Borrower's
obligations in respect of such Revolving Loans.

                  (d) The Administrative Agent shall maintain at the
Administrative Agent's Office a register for the recordation of the names and
addresses of the Lenders, the Commitments (and Short-Term Commitments and
Long-Term Commitments, if any) of the Lenders from time to time, and the
principal amount of the Revolving Loans, Swingline Loans and Competitive Bid
Loans owing to each Lender from time to time together with the maturity and
interest rates applicable to each such Competitive Bid Loan, and other terms
applicable thereto (the "Register"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error. The Register
shall be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

                  1.07 Conversions. The Borrower shall have the option to
convert on any Business Day all or a portion equal to at least the Minimum
Borrowing Amount of the outstanding principal amount of Revolving Loans of one
Type into a Borrowing or Borrowings of another Type; provided that (i) no
partial conversion of Eurodollar Loans shall reduce the outstanding principal
amount of Eurodollar Loans made pursuant to a single Borrowing to less than the
Minimum Borrowing Amount, (ii) Reference Rate Loans may only be converted into
Eurodollar Loans if no Event of Default is in existence on the date of the
conversion and (iii) Borrowings resulting from conversions pursuant to this
Section 1.07 shall be limited in number as provided in Section 1.02. Each such
conversion shall be effected by the Borrower by giving the Administrative Agent
at the Administrative Agent's Office prior to 11:00 A.M. (New York time) at
least three Business Days' (or one Business Day's in the case of a conversion
into Reference Rate Loans) prior written notice (or telephonic notice promptly
confirmed in writing) (each, a "Notice of Conversion") specifying the Revolving
Loans to be so converted, the Type of Revolving Loans to be converted into and,
if to be converted into Eurodollar Loans, the Interest Period to be initially
applicable thereto. The Administrative Agent shall give each Lender notice as
promptly as practicable of any such proposed conversion affecting any of its
Revolving Loans.



                                      -7-
<PAGE>   13

                  1.08 Pro Rata Borrowings. All Borrowings of Revolving Loans
under this Agreement shall be loaned by the Lenders pro rata on the basis of
their Percentages (with each such Borrowing loaned by a Lender (other than a
Non-Extending Lender) to be incurred from such Lender on a pro rata basis among
the Short-Term Commitment and Long-Term Commitment of such Lender (based upon
the relative amounts of the Short-Term Commitment and Long-Term Commitment of
such Lender, in each case as in effect immediately before giving effect to such
Borrowing)); provided that all Borrowings of Revolving Loans made pursuant to a
Mandatory Borrowing shall be loaned by the Lenders pro rata on the basis of
their Adjusted Percentages. All Borrowings of Swingline Loans shall be loaned by
the Swingline Lenders pro rata on the basis of their Swingline Commitments. It
is understood that no Lender shall be responsible for any default by any other
Lender in its obligation to make Loans hereunder and that each Lender shall be
obligated to make the Loans provided to be made by it hereunder, regardless of
the failure of any other Lender to fulfill its commitments hereunder.

                  1.09 Interest. (a) The unpaid principal amount of each
Reference Rate Loan shall bear interest from the date of the Borrowing thereof
until maturity (whether by acceleration or otherwise) at a rate per annum which
shall at all times be the Applicable Reference Rate Margin plus the Reference
Rate in effect from time to time.

                  (b) The unpaid principal amount of each Eurodollar Loan shall
bear interest from the date of the Borrowing thereof until maturity (whether by
acceleration or otherwise) at a rate per annum which shall at all times be the
Applicable Eurodollar Margin plus the relevant Eurodollar Rate.

                  (c) The unpaid principal amount of each Competitive Bid Loan
shall bear interest from the date the proceeds thereof are made available to the
Borrower until maturity (whether by acceleration or otherwise) at the rate or
rates per annum specified by a Bidder or Bidders, as the case may be, pursuant
to Section 1.04(b) and accepted by the Borrower pursuant to Section 1.04(c).

                  (d) Overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan shall bear interest at a rate per annum
equal to the Reference Rate in effect from time to time plus the sum of (i) 2%
and (ii) the Applicable Reference Rate Margin; provided, that each Eurodollar
Loan and Competitive Bid Loan shall bear interest after maturity (whether by
acceleration or otherwise) until the end of the Interest Period then applicable
thereto at a rate per annum equal to 2% in excess of the rate of interest
applicable thereto at maturity.

                  (e) Interest on each Loan shall accrue from and including the
date of any Borrowing to but excluding the date of any repayment thereof and
shall be payable (i) in respect of each Reference Rate Loan, quarterly in
arrears on the 15th day of each January, April, July and October, (ii) in
respect of any Competitive Bid Loan, at such times as specified in the Notice of
Competitive Bid Borrowing relating thereto, (iii) in respect of each Eurodollar
Loan, on the last day of each Interest Period applicable thereto and, in the
case of an Interest Period in excess of three months, on each date occurring at
three-month intervals after the first day of such Interest Period, (iv) in
respect of each Loan (other than a Reference Rate Loan), on any prepayment (on



                                      -8-
<PAGE>   14

the amount prepaid) and (v) in respect of each Loan, at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand.

                  (f) All computations of interest hereunder shall be made in
accordance with Section 12.07(b).

                  (g) The Administrative Agent, upon determining the interest
rate for any Borrowing of Eurodollar Loans for any Interest Period, shall
promptly notify the Borrower and the Lenders thereof.

                  1.10 Interest Periods. At the time the Borrower gives a Notice
of Competitive Bid Borrowing in respect of the making of a Competitive Bid
Borrowing or at the time it gives a Notice of Borrowing or Notice of Conversion
in respect of the making of, or conversion into, a Borrowing of Eurodollar Loans
(in the case of the initial Interest Period applicable thereto) or prior to
11:00 A.M. (New York time) on the third Business Day prior to the expiration of
an Interest Period applicable to a Borrowing of Eurodollar Loans, it shall have
the right to elect by giving the Administrative Agent written notice (or
telephonic notice promptly confirmed in writing) the Interest Period applicable
to such Borrowing, which Interest Period shall, at the option of the Borrower,
be (x) in the case of a Eurodollar Loan, a one, two, three or six month period
and (y) in the case of a Competitive Bid Loan, subject to availability, a period
of 14 to 180 days as elected by the Borrower in the related Notice of
Competitive Bid Borrowing. Notwithstanding anything to the contrary contained
above:

                 (i) the initial Interest Period for any Borrowing of Eurodollar
         Loans shall commence on the date of such Borrowing (including the date
         of any conversion from a Borrowing of Reference Rate Loans) and each
         Interest Period occurring thereafter in respect of such Borrowing shall
         commence on the day on which the next preceding Interest Period
         expires;

                (ii) if any Interest Period relating to a Borrowing of
         Eurodollar Loans begins on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period, such Interest Period shall end on the last Business Day of such
         calendar month;

               (iii) if any Interest Period would otherwise expire on a day
         which is not a Business Day, such Interest Period shall expire on the
         next succeeding Business Day, provided that if any Interest Period in
         respect of a Eurodollar Loan would otherwise expire on a day which is
         not a Business Day but is a day of the month after which no further
         Business Day occurs in such month, such Interest Period shall expire on
         the next preceding Business Day; and

                (iv) no Interest Period in respect of any Borrowing of
         Eurodollar Loans shall extend beyond a Maturity Date for any Lender
         participating in such Borrowing.

Notwithstanding the foregoing, if an Event of Default is in existence at the
time any Interest Period in respect of any Eurodollar Loans is to expire, such
Eurodollar Loans may not be continued as Eurodollar Loans but instead shall be
automatically converted on the last day of such Interest Period



                                      -9-
<PAGE>   15

into Reference Rate Loans. If upon the expiration of any Interest Period in
respect of Eurodollar Loans, the Borrower has failed to elect a new Interest
Period to be applicable thereto as provided above, the Borrower shall be deemed
to have elected to convert such Borrowing into a Borrowing of Reference Rate
Loans effective as of the expiration date of such current Interest Period.

                  1.11 Increased Costs, Illegality, etc. (a) In the event that
(x) in the case of clause (i) below, the Administrative Agent or (y) in the case
of clauses (ii) and (iii) below, any Lender shall have determined (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto):

                 (i) on any date for determining the Eurodollar Rate for any
         Interest Period that, by reason of any changes arising on or after the
         date of this Agreement affecting the interbank Eurodollar market,
         adequate and fair means do not exist for ascertaining the applicable
         interest rate on the basis provided for in the definition of Eurodollar
         Rate; or

                (ii) at any time, that such Lender shall incur increased costs
         or reductions in the amounts received or receivable hereunder with
         respect to any Eurodollar Loans or Competitive Bid Loans because of (x)
         any change since the date of this Agreement (or, in the case of any
         such cost or reduction with respect to any Competitive Bid Loan, since
         the date of the making of such Competitive Bid Loan) in any applicable
         law, governmental rule, regulation, guideline or order (or in the
         interpretation or administration thereof and including the introduction
         of any new law or governmental rule, regulation, guideline or order)
         (such as, for example, but not limited to, a change in official reserve
         requirements, but, in all events, excluding reserves required under
         Regulation D and/or (y) other circumstances affecting the interbank
         Eurodollar market; or

               (iii) at any time, that the making or continuance of any Loan
         (other than Reference Rate Loans) has become unlawful by compliance by
         such Lender in good faith with any law, governmental rule, regulation,
         guideline or order (or would conflict with any such governmental rule,
         regulation, guideline or order not having the force of law even though
         the failure to comply therewith would not be unlawful), or, in the case
         of a Eurodollar Loan, has become impracticable as a result of a
         contingency occurring after the date of this Agreement which materially
         and adversely affects the interbank Eurodollar market;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) above) shall on such date give notice (if by telephone
confirmed in writing) to the Borrower and to the Administrative Agent of such
determination (which notice the Administrative Agent shall promptly transmit to
each of the other Lenders). Thereafter (x) in the case of clause (i) above,
Eurodollar Loans shall no longer be available until such time as the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice by the Administrative Agent no longer
exist, and any Notice of Borrowing or Notice of Conversion given by the Borrower
with respect to Eurodollar Loans which have not yet been incurred shall be
deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the
Borrower shall pay to such Lender, upon written demand therefor, such additional
amounts (in the form of an increased rate of, or a different method of
calculating, interest or otherwise as such Lender in its sole discretion shall
determine) as shall be required to compensate such Lender for such increased
costs or reductions in amounts receivable



                                      -10-
<PAGE>   16

hereunder (a written notice as to the additional amounts owed to such Lender,
showing in reasonable detail the basis for the calculation thereof, submitted to
the Borrower by such Lender shall, absent manifest error, be final and
conclusive and binding upon all parties hereto) and (z) in the case of clause
(iii) above, the Borrower shall take one of the actions specified in Section
1.11(b) as promptly as possible and, in any event, within the time period
required by law.

                  (b) At any time that any Eurodollar Loan or Competitive Bid
Loan is affected by the circumstances described in Section 1.11(a)(ii) (for
Eurodollar Loans only) or (iii), the Borrower may (and in the case of a
Eurodollar Loan or a Competitive Bid Loan affected pursuant to Section
1.11(a)(iii) shall) either (i) if the affected Eurodollar Loan or Competitive
Bid Loan is then being made pursuant to a Borrowing, cancel said Borrowing by
giving the Administrative Agent telephonic notice (confirmed promptly in
writing) thereof as promptly as practicable after the Borrower was notified by a
Lender pursuant to Section 1.11(a)(ii) or (iii), (ii) if the affected Eurodollar
Loan is then outstanding, upon at least three Business Days' notice to the
Administrative Agent, require the affected Lender to convert each such
Eurodollar Loan into a Reference Rate Loan or (iii) if the affected Competitive
Bid Loan is then outstanding, prepay such Competitive Bid Loan in full; provided
that if more than one Lender is affected in a similar manner at any time, then
all such similarly affected Lenders must be treated the same pursuant to this
Section 1.11(b).

                  (c) If after the date hereof, the adoption of any applicable
law, rule or regulation regarding capital adequacy, or any change therein, or
any change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by a Lender or its parent with any request
or directive made or adopted after the date hereof regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on such Lender's or its parent's capital or assets as a consequence of such
Lender's commitments or obligations hereunder to a level below that which such
Lender or its parent could have achieved but for such adoption, effectiveness,
change or compliance (taking into consideration such Lender's or its parent's
policies with respect to capital adequacy), then from time to time, within 15
days after demand by such Lender (with a copy to the Administrative Agent), the
Borrower shall pay to such Lender such additional amount or amounts as will
compensate such Lender or its parent for such reduction. Each Lender, upon
determining in good faith that any additional amounts will be payable pursuant
to this Section 1.11(c), will give prompt written notice thereof to the
Borrower, which notice shall set forth in reasonable detail the basis of the
calculation of such additional amounts, although the failure to give any such
notice shall not, subject to Section 1.16, release or diminish any of the
Borrower's obligations to pay additional amounts pursuant to this Section
1.11(c) upon receipt of such notice.

                  (d) In the event that any Lender shall reasonably determine
(which determination shall, absent manifest error, be final and conclusive and
binding on all parties hereto) at any time that by reason of Regulation D such
Lender is required to maintain reserves in respect of eurodollar loans or
liabilities during any period it has a Eurodollar Loan outstanding, such Lender
shall promptly notify the Borrower in writing specifying the additional amounts
required to indemnify such Lender against the cost of maintaining such reserves
(such written notice to set



                                      -11-
<PAGE>   17

forth in reasonable detail a computation of such additional amounts) and the
Borrower shall pay to such Lender such specified amounts as additional interest
at the time that such Borrower is otherwise required to pay interest in respect
of the affected Eurodollar Loan or, if later, on written demand therefor from
such Lender.

                  1.12 Compensation. The Borrower shall compensate each Lender,
upon its written request (which request shall set forth in reasonable detail the
basis for requesting such compensation), for all reasonable losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Lender to fund its Eurodollar Loans or Competitive Bid Loans
but excluding any loss of anticipated profit with respect to such Loans) which
such Lender may sustain: (i) if for any reason (other than a default by such
Lender or the Administrative Agent) a Borrowing of Eurodollar Loans or
Competitive Bid Loans accepted by the Borrower in accordance with Section
1.04(c)(ii) does not occur on a date specified therefor in a Notice of
Borrowing, Notice of Competitive Bid Borrowing or Notice of Conversion (whether
or not withdrawn by the Borrower or deemed withdrawn pursuant to Section 1.11);
(ii) if any repayment or conversion of any of its Eurodollar Loans or any
repayment of Competitive Bid Loans occurs on a date which is not the last day of
an Interest Period applicable thereto; (iii) if any prepayment of any of its
Eurodollar Loans is not made on any date specified in a notice of prepayment
given by the Borrower; or (iv) as a consequence of (x) any other default by the
Borrower to repay its Eurodollar Loans or Competitive Bid Loans when required by
the terms of this Agreement or (y) an election made pursuant to Section 1.11(b).
Calculation of all amounts payable to a Lender under this Section 1.12 in
respect of Eurodollar Loans shall be made as though that Lender had actually
funded its relevant Eurodollar Loan through the purchase of a Eurodollar deposit
bearing interest at the Eurodollar Rate in an amount equal to the amount of that
Loan, having a maturity comparable to the relevant Interest Period and through
the transfer of such Eurodollar deposit from an offshore office of that Lender
to a domestic office of that Lender in the United States of America; provided,
however, that each Lender may fund each of its Eurodollar Loans in any manner it
sees fit and the foregoing assumption shall be utilized only for the calculation
of amounts payable under this Section 1.12.

                  1.13 Change of Lending Office. Each Lender agrees that, upon
the occurrence of any event giving rise to the operation of Section 1.11(a)(ii)
or (iii), 2.05 or 4.04 with respect to such Lender, it will, if requested by the
Borrower, use reasonable efforts (subject to overall policy considerations of
such Lender) to designate another lending office for any Loans affected by such
event; provided, that such designation is made on such terms that such Lender
and its lending office suffer no economic, legal or regulatory disadvantage,
with the object of avoiding the consequence of the event giving rise to the
operation of any such Section. Nothing in this Section 1.13 shall affect or
postpone any of the obligations of the Borrower or the right of any Lender
provided in Section 1.11, 2.05 or 4.04.

                  1.14 Maturity Date Extensions. Prior to (but not less than 60
days nor more than 90 days prior to) the Extension Date and prior to (but not
less than 60 days nor more than 90 days prior to) each anniversary of the
Extension Date, the Borrower may make a written request to the Administrative
Agent, who shall forward a copy of each such request to each of the Continuing
Lenders, that the Facility Maturity Date then in effect be extended to the date
which is one year



                                      -12-
<PAGE>   18

after such existing Facility Maturity Date. Such request shall be accompanied by
a certificate of an Authorized Officer of the Borrower stating that no Default
or Event of Default has occurred and is continuing. If, by the date (a "Response
Date") which is 30 days prior to the Extension Date or the relevant anniversary
thereof, as the case may be, Continuing Lenders which are not Defaulting Lenders
holding at least a majority of the Commitments held by Continuing Lenders which
are not Defaulting Lenders agree thereto in writing, the Facility Maturity Date,
and the Final Maturity Date of each Continuing Lender then consenting, shall be
automatically extended to the first anniversary of the then existing Facility
Maturity Date. In the event that the Borrower has not obtained the requisite
percentage of Continuing Lenders to permit an extension by the relevant Response
Date, the Borrower may extend the deadline for obtaining such percentage to the
30th day following such Response Date in order to take such actions, including
those contemplated by Section 1.15, with respect to any Lender that is a
Non-Continuing Lender after giving effect to such Response Date in order to
obtain the requisite percentage of Lenders constituting Continuing Lenders to
permit such extension. The Administrative Agent shall notify the Borrower and
each Lender of the effectiveness of any such extension. No Lender shall be
obligated to grant any extensions pursuant to this Section 1.14 and any such
extension shall be in the sole discretion of each of them. A Lender's Final
Maturity Date shall not be so extended pursuant to this Section 1.14 for (x) any
Lender that is a Non-Continuing Lender at the time such request for extension is
made and (y) any Continuing Lender at the time of such request that has not
consented in writing, within the time specified above, to any such request for
the extension thereof.

                  1.15 Replacement of Lenders. If (w) any Lender becomes a
Non-Continuing Lender at any time after the first Response Date occurring after
the Restatement Effective Date, (x) any Lender becomes a Defaulting Lender or
otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y)
any Lender refuses to give timely consent to proposed changes, waivers,
discharges or terminations with respect to this Agreement which have been
approved by the Required Lenders or (z) any Lender is owed increased costs under
Section 1.11(a) or (c), Section 2.05 or Section 4.04 which in the judgment of
the Borrower are material in amount and which are not otherwise requested
generally by the other Lenders, the Borrower shall have the right, if no Event
of Default then exists and, in the case of a Lender described in clause (z)
above, such Lender has not withdrawn its request for such compensation or
changed its applicable lending office with the effect of eliminating or
substantially decreasing (to a level which in the judgment of the Borrower is
not material) such increased cost, to replace such Lender (the "Replaced
Lender") with one or more other Eligible Transferee or Transferees
(collectively, the "Replacement Lender") reasonably acceptable to the Majority
SMA, provided that (i) at the time of any replacement pursuant to this Section
1.15, the Replacement Lender shall enter into one or more Assignment Agreements
pursuant to which the Replacement Lender shall acquire all of the Commitment
(and the Short-Term Commitment and Long-Term Commitment, if any) and outstanding
Loans of, and participations in Letters of Credit by, the Replaced Lender and,
in connection therewith, shall pay to (x) the Replaced Lender in respect thereof
an amount equal to the sum of (a) an amount equal to the principal of, and all
accrued interest on, all outstanding Loans of the Replaced Lender, (b) an amount
equal to such Replaced Lender's participations in Unpaid Drawings that have been
funded by such Replaced Lender, together with all then unpaid interest with
respect thereto at such time, and (c) an amount equal



                                      -13-
<PAGE>   19

to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender
pursuant to Section 3.01 hereof and (y) the appropriate Letter of Credit Issuer
(or to the extent the Letter of Credit Issuer has been funded for any portion of
Unpaid Drawings not funded by such Replacement Lender through an increase in the
other Lenders' Adjusted Percentages, the other Lenders so affected) an amount
equal to such Replaced Lender's Percentage of any Unpaid Drawing not funded by
such Replaced Lender, (ii) all obligations of the Borrower owing to the Replaced
Lender (other than those specifically described in clause (i) above in respect
of which the assignment purchase price has been, or is concurrently being, paid)
shall be paid in full to such Replaced Lender concurrently with such replacement
and (iii) in the case of the replacement of a Replaced Lender that is a
Non-Continuing Lender as contemplated by clause (w) above, the only Maturity
Date applicable to the Replacement Lender's Commitment shall be the Facility
Maturity Date then in effect. Upon the execution of the respective assignment
documentation, the payment of amounts referred to in clauses (i) and (ii) above
and, if so requested by the Replacement Lender, delivery to the Replacement
Lender of the appropriate Note executed by the Borrower, the Replacement Lender
shall become a Lender hereunder and the Replaced Lender shall cease to
constitute a Lender hereunder, except with respect to indemnification provisions
under this Agreement, which shall survive as to such Replaced Lender.

                  1.16 Notice of Certain Costs. Notwithstanding anything in this
Agreement to the contrary, to the extent any notice required by Section 1.11 or
2.05 is given by any Lender more than 180 days after the occurrence of the event
giving rise to the additional cost, reduction in amounts or other additional
amounts of the type described in such Section, such Lender shall not be entitled
to compensation under Section 1.11 or Section 2.05, as the case may be, for any
such amounts incurred or accruing prior to the giving of such notice to the
Borrower.

                  SECTION 2.  Letters of Credit.

                  2.01 Letters of Credit. (a) Subject to and upon the terms and
conditions herein set forth, the Borrower, at any time and from time to time on
or after the Original Effective Date and prior to the Facility Maturity Date,
may request that a Letter of Credit Issuer issue, for the account of the
Borrower and in support of any Permitted Obligations, to replace Existing
Letters of Credit, to effect Permitted Litigation Bonding or in support of such
other obligations of the Borrower and/or any of its Subsidiaries as are
acceptable to the Majority SMA, an irrevocable standby letter of credit or
letters of credit in such form as may be approved by such Letter of Credit
Issuer and the Majority SMA, acting reasonably, and, subject to and upon the
terms and conditions set forth in this Agreement, each Designated Issuer and, to
the extent it has agreed to issue Letters of Credit, each other Letter of Credit
Issuer will issue the Letters of Credit so requested to be issued. It is the
intention of the Borrower and the Designated Issuers that each Designated Issuer
only issue Letters of Credit in an aggregate Stated Amount that is substantially
pro rata to the aggregate Stated Amount of the Letters of Credit issued by each
other Designated Issuer, it being recognized that credit policies of
beneficiaries may result in non-pro rata treatment for one or more Designated
Issuers and may require adjustments to the procedures set forth in the next
sentence. To effect the foregoing intention, (i) subject to the following
clauses (ii) and (iii), new Letters of Credit issued after the Original
Effective Date will be issued serially by the Designated Issuers in the same
order as the Designated Issuers are listed in the definition thereof, (ii) any
Letter of Credit with a Stated Amount in excess of $100,000,000 that is to be



                                      -14-
<PAGE>   20

issued by a Designated Issuer will be issued severally by all Designated
Issuers, pro rata among same (or otherwise allocated to give effect to clause
(i) above), with Chase, if an issuer thereunder (or, if Chase is not an issuer,
such other issuer as selected by the Borrower) to be the paying agent under any
such Letter of Credit, and (iii) a Designated Issuer will not be obligated to
(but may in its sole discretion) issue any Letter of Credit if after giving
effect thereto the aggregate Stated Amount of all outstanding Letters of Credit
issued by such Designated Issuer shall exceed by more than $100,000,000 the
highest aggregate Stated Amount of outstanding Letters of Credit issued by any
other Designated Issuer, with the Administrative Agent to provide the Designated
Issuers at the time of issuance of any new Letter of Credit with any requested
information relating to the outstanding Letters of Credit issued by the
Designated Issuers. The Administrative Agent will coordinate the issuance of
Letters of Credit by the Designated Issuers to give effect to the two foregoing
sentences.

                  (b) Notwithstanding the foregoing (i) no Letter of Credit
shall be issued (x) the Stated Amount of which, when added to the Letter of
Credit Outstandings at such time would exceed, when added to the sum of the
aggregate principal amount of all Revolving Loans made by Non-Defaulting Lenders
and all Competitive Bid Loans and all Swingline Loans then outstanding, the
Adjusted Total Commitment at such time or (y) with an expiration date beyond the
then First Maturity Date of any Lender if after giving effect thereto the Stated
Amount of all Letters of Credit with an expiration date beyond such First
Maturity Date would exceed, when added to the aggregate outstanding principal
amount of all Competitive Bid Loans and Revolving Loans with Interest Periods
that extend beyond such First Maturity Date, the Expected Total Commitment in
effect for each day on which such Letter of Credit is to be outstanding that
occurs beyond such First Maturity Date; (ii) each Letter of Credit shall, unless
otherwise agreed by the Majority SMA and the Letter of Credit Issuer, have an
expiry date occurring no later than one year after the date of issuance thereof
(except to the extent consented to by the prospective Letter of Credit Issuer or
Issuers), and in no event occurring later than the Business Day next preceding
the then First Maturity Date of the Letter of Credit Issuer or Issuers
thereunder, except that, in the case of the Existing Letters of Credit, the
initial expiry date will be automatically extended for consecutive one year
periods (or shorter period as required and specified by the Borrower) (but not
later than the Business Day preceding the then First Maturity Date of the Letter
of Credit Issuer or Issuers thereunder) unless (I) any of the Letter of Credit
Issuers thereof elects, in accordance with the terms of such Existing Letter of
Credit, not to permit any such extension, (II) the Borrower elects not to obtain
such extension or (III) the Required Lenders shall have notified the
Administrative Agent (who shall promptly inform the Letter of Credit Issuers
thereof) on or prior to the seventy-seventh day preceding any such extension
that a Default or Event of Default has occurred and is continuing or would
result from the extension of the then outstanding Existing Letters of Credit
and, accordingly, that the then expiry date for all the outstanding Existing
Letters of Credit shall not be extended, in which case the Letter of Credit
Issuers of all then outstanding Existing Letters of Credit shall, and hereby
agree to, give notice to the beneficiaries thereof of such nonextension; (iii)
each Letter of Credit shall be denominated in U.S. dollars or an Approved
Alternate Currency; and (iv) no Letter of Credit shall be issued by a Letter of
Credit Issuer after it has received a notice in writing from the Required
Lenders that one or more of the applicable conditions specified in Section 5 are
not then satisfied.



                                      -15-
<PAGE>   21

                  2.02 Letter of Credit Requests. Whenever the Borrower desires
that a Letter of Credit be issued for its account, it shall give the
Administrative Agent and the Letter of Credit Issuer or Letter of Credit Issuers
that are to issue same at least five Business Days' (or such lesser number of
days as may be agreed to by the relevant Letter of Credit Issuer) written notice
thereof. Each notice shall be executed by the Borrower and shall be in the form
of Exhibit B attached hereto (each, a "Letter of Credit Request"). The
Administrative Agent shall promptly transmit copies of each Letter of Credit
Request to each Lender.

                  2.03 Letter of Credit Participations. (a) Immediately upon the
issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of
Credit Issuer shall be deemed to have sold and transferred to each other Lender
(each such other Lender, in its capacity under this Section 2.03, a
"Participant"), and each such Participant shall be deemed irrevocably and
unconditionally to have purchased and received from such Letter of Credit
Issuer, without recourse or warranty, an undivided interest and participation
(each, a "participation"), to the extent of such Participant's Adjusted
Percentage (with each such purchase by a Lender (other than a Non-Extending
Lender) to applied as a utilization of the Short-Term Commitment and Long-Term
Commitment of such Lender on a pro rata basis (based upon the relative amounts
of the Short-Term Commitment and the Long-Term Commitment of such Lender, in
each case as in effect immediately before giving effect to such purchase)), in
such Letter of Credit, each substitute letter of credit, each drawing made
thereunder and the obligations of the Borrower under this Agreement with respect
thereto, and any security therefor that remains in effect after the Original
Effective Date, or guaranty pertaining thereto (although Letter of Credit Fees
will be paid directly to the Administrative Agent for the ratable account of the
Participants as provided in Section 3.01(c) and the Participants shall have no
right to receive any portion of any Facing Fees). Upon any change in the
Commitments (and the Short-Term Commitments and Long-Term Commitments, if any)
of the Lenders pursuant to Section 1.15 or 12.04, the termination of a
Commitment of a Non-Continuing Lender or the occurrence of any Lender Default,
it is hereby agreed that, with respect to all outstanding Letters of Credit and
Unpaid Drawings, there shall be an automatic adjustment to the participations
pursuant to this Section 2.03 to reflect the new Adjusted Percentages of the
assignor and assignee Lender, of all Continuing Lenders or of all Non-Defaulting
Lenders, as the case may be.

                  (b) In determining whether to pay under any Letter of Credit,
the Letter of Credit Issuer issuing same shall have no obligation relative to
the Participants other than to confirm that any documents required to be
delivered under such Letter of Credit have been delivered and that they appear
to comply on their face with the requirements of such Letter of Credit. Any
action taken or omitted to be taken by a Letter of Credit Issuer under or in
connection with any Letter of Credit issued by it, if taken or omitted in the
absence of gross negligence or willful misconduct, shall not create for such
Letter of Credit Issuer any resulting liability.

                  (c) In the event that any Letter of Credit Issuer makes any
payment under any Letter of Credit issued by it and the Borrower shall not have
reimbursed such amount in full to such Letter of Credit Issuer pursuant to
Section 2.04(a), such Letter of Credit Issuer shall promptly notify the
Administrative Agent and each Participant of such failure, and each Participant
shall promptly and unconditionally pay to the Administrative Agent for the
account of such Letter of Credit Issuer, the amount of such Participant's
Adjusted Percentage of such



                                      -16-
<PAGE>   22

unreimbursed payment in lawful money of the United States of America and in same
day funds (with each such payment by a Lender (other than a Non-Extending
Lender) to applied as a utilization of the Short-Term Commitment and Long-Term
Commitment of such Lender on a pro rata basis (based upon the relative amounts
of the Short-Term Commitment and the Long-Term Commitment of such Lender, in
each case as in effect immediately before giving effect to such payment));
provided, however, that no Participant shall be obligated to pay to the
Administrative Agent for the account of such Letter of Credit Issuer its
Adjusted Percentage of such unreimbursed amount for any wrongful payment made by
such Letter of Credit Issuer under a Letter of Credit as a result of acts or
omissions constituting willful misconduct or gross negligence as determined by a
court of competent jurisdiction on the part of such Letter of Credit Issuer. If
such Letter of Credit Issuer so notifies, prior to 11:00 A.M. (New York time) on
any Business Day, any Participant required to fund a payment under a Letter of
Credit, such Participant shall make available to the Administrative Agent for
the account of such Letter of Credit Issuer such Participant's Adjusted
Percentage of the amount of such payment on such Business Day in same day funds.
If and to the extent such Participant shall not have so made its Adjusted
Percentage of the amount of such payment available to the Administrative Agent
for the account of such Letter of Credit Issuer, such Participant agrees to pay
to the Administrative Agent for the account of such Letter of Credit Issuer,
forthwith on demand such amount, together with interest thereon for each day
from such date until the date such amount is paid to the Administrative Agent
for the account of such Letter of Credit Issuer at the overnight Federal Funds
Rate. The failure of any Participant to make available to the Administrative
Agent for the account of the applicable Letter of Credit Issuer its Adjusted
Percentage of any payment under any Letter of Credit shall not relieve any other
Participant of its obligation hereunder to make available to the Administrative
Agent for the account of such Letter of Credit Issuer its Adjusted Percentage of
any payment under any Letter of Credit on the date required, as specified above,
but no Participant shall be responsible for the failure of any other Participant
to make available to the Administrative Agent such other Participant's Adjusted
Percentage of any such payment.

                  (d) Whenever any Letter of Credit Issuer receives a payment in
respect of an unpaid reimbursement obligation as to which the Administrative
Agent has received for the account of such Letter of Credit Issuer any payments
from the Participants pursuant to the preceding clause (c), such Letter of
Credit Issuer shall pay to the Administrative Agent and the Administrative Agent
shall promptly pay to each Participant which has paid its Adjusted Percentage of
such reimbursement obligation, in lawful money of the United States of America
and in same day funds, an amount equal to such Participant's share (based upon
the proportionate aggregate amount originally funded by such Participant to the
aggregate amount funded by all Participants) of the principal amount of such
reimbursement obligation and interest thereon accruing after the purchase of the
respective participations.

                  (e) The obligations of the Participants to make payments to
the Administrative Agent for the account of the Letter of Credit Issuers with
respect to Letters of Credit shall be irrevocable and not subject to
counterclaim, set-off or other defense or any other qualification or exception
whatsoever (except as expressly provided in Section 2.03(c)) and shall be made
in accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following
circumstances:



                                      -17-
<PAGE>   23

                  (i) any lack of validity or enforceability of this Agreement
         or any of the other Credit Documents;

                  (ii) the existence of any claim, set-off, defense or other
         right which the Borrower may have at any time against a beneficiary
         named in a Letter of Credit, any transferee of any Letter of Credit (or
         any Person for whom any such transferee may be acting), the
         Administrative Agent, any Letter of Credit Issuer, any Lender, or other
         Person, whether in connection with this Agreement, any Letter of
         Credit, the transactions contemplated herein or any unrelated
         transactions (including any underlying transaction between the Borrower
         and the beneficiary named in any such Letter of Credit);

                  (iii) any draft, certificate or any other document presented
         under the Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;

                  (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents;

                  (v) the occurrence of any Default or Event of Default; or

                  (vi) the failure of any condition precedent set forth in
         Section 5 hereof to have been satisfied at the time of the issuance of
         any Letter of Credit unless the applicable Letter of Credit Issuer
         shall have received a notice in writing to such effect from the
         Required Lenders pursuant to Section 2.01(b)(iv) hereof prior to the
         issuance of such Letter of Credit.

                  2.04 Agreement to Repay Letter of Credit Drawings. (a) The
Borrower hereby agrees to reimburse the respective Letter of Credit Issuer, by
making payment to the Administrative Agent in U.S. dollars and immediately
available funds at the Administrative Agent's Office, for any payment or
disbursement made by such Letter of Credit Issuer under any Letter of Credit
issued by it (each such amount so paid until reimbursed, an "Unpaid Drawing")
immediately after, and in any event on the date of, notice given by such Letter
of Credit Issuer to the Borrower of such payment (which notice each Letter of
Credit Issuer hereby agrees to give promptly after the making of any payment or
disbursement under a Letter of Credit), with interest on the amount so paid or
disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to
1:00 P.M. (New York time) on the date of such payment or disbursement, from and
including the date paid or disbursed to but excluding the date such Letter of
Credit Issuer is reimbursed therefor, at a rate per annum which shall be the
Applicable Reference Rate Margin plus the Reference Rate as in effect from time
to time (plus an additional 2% per annum if not reimbursed by the second
Business Day following any such notice of payment or disbursement), such
interest to be payable on demand. Notwithstanding the foregoing, to the extent
that a Letter of Credit Issuer of a Letter of Credit denominated in a currency
other than U.S. dollars has agreed in writing to such arrangement at the time of
the issuance of such Letter of Credit, the Borrower shall reimburse any Drawing
thereunder in the currency in which such Letter of Credit is denominated;
provided, that (x) if any such Drawing is made at a time when there exists an
Event of Default or (y) if such reimbursement is not made by the close of
business two Business Days



                                      -18-
<PAGE>   24

after the Borrower has received notice of such Drawing, then, in either such
case, such reimbursement shall instead be made in U.S. dollars and in
immediately available funds.

                  (b) The Borrower's obligations under this Section 2.04 to
reimburse each Letter of Credit Issuer with respect to Unpaid Drawings
(including, in each case, interest thereon) issued by it shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which the Borrower or any other Person may
have or have had against any Lender (including in its capacity as a Letter of
Credit Issuer or as a Participant), including, without limitation, any defense
based upon the failure of any drawing under a Letter of Credit (each, a
"Drawing") to conform to the terms of the Letter of Credit or any
non-application or misapplication by the beneficiary of the proceeds of such
Drawing; provided, that the Borrower shall not be obligated to reimburse the
respective Letter of Credit Issuer for any wrongful payment made by such Letter
of Credit Issuer under a Letter of Credit as a result of acts or omissions
constituting willful misconduct or gross negligence as determined by a court of
competent jurisdiction on the part of such Letter of Credit Issuer.

                  2.05 Increased Costs. If after the date hereof, the adoption
of any applicable law, rule or regulation, or any change therein, or any change
in the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or actual compliance by any Letter of Credit Issuer or
any Participant with any request or directive made or adopted after the date
hereof (whether or not having the force of law), by any such authority, central
bank or comparable agency shall either (i) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against letters of
credit issued by such Letter of Credit Issuer, or such Participant's
participation therein, or (ii) impose on any Letter of Credit Issuer or any
Participant any other conditions affecting its obligations under this Agreement
in respect of Letters of Credit or participations therein or any Letter of
Credit or such Participant's participation therein; and the result of any of the
foregoing is to increase the cost to such Letter of Credit Issuer or such
Participant of issuing, maintaining or participating in any Letter of Credit, or
to reduce the amount of any sum received or receivable by such Letter of Credit
Issuer or such Participant hereunder in respect of Letters of Credit or
participations therein, then, upon demand to the Borrower by such Letter of
Credit Issuer or such Participant, as the case may be (a copy of which notice
shall be sent by such Letter of Credit Issuer or such Participant to each Senior
Managing Agent), the Borrower shall pay to such Letter of Credit Issuer or such
Participant such additional amount or amounts as will compensate such Letter of
Credit Issuer or such Participant for such increased cost or reduction. A
certificate submitted to the Borrower by such Letter of Credit Issuer or such
Participant, as the case may be (a copy of which certificate shall be sent by
such Letter of Credit Issuer or such Participant to each Senior Managing Agent),
setting forth in reasonable detail the basis for the determination of such
additional amount or amounts necessary to compensate such Letter of Credit
Issuer or such Participant as aforesaid shall be conclusive and binding on the
Borrower absent manifest error although the failure to deliver any such
certificate shall not, subject to Section 1.16, release or diminish any of the
Borrower's obligations to pay additional amounts pursuant to this Section 2.05
upon receipt of such certificate.



                                      -19-
<PAGE>   25

                  2.06 Indemnification; Nature of Letter of Credit Issuers'
Duties. (a) In addition to its other obligations under this Section 2, the
Borrower hereby agrees to protect, indemnify, pay and save each of the Letter of
Credit Issuers harmless from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
attorneys' fees but excluding those taxes excluded from the definition of Taxes
in Section 4.04) that any such Letter of Credit Issuer may incur or be subject
to as a consequence, direct or indirect, of (i) the issuance of any Letter of
Credit or (ii) the failure of any Letter of Credit Issuer to honor a drawing
under a Letter of Credit as a result of any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or
governmental authority (all such acts or omissions, herein called "Government
Acts").

                  (b) As between the Borrower and the Letter of Credit Issuers,
the Borrower shall assume all risks of the acts, omissions or misuse of any
Letter of Credit by the beneficiary thereof. The Letter of Credit Issuers shall
not be responsible: (i) for the form, validity, sufficiency, accuracy,
genuineness or legal effect of any document submitted by any party in connection
with the application for and issuance of any Letter of Credit, even if it should
in fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged; (ii) for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, that may prove to be invalid or ineffective for any reason; (iii) for
failure of the beneficiary of a Letter of Credit to comply fully with conditions
required in order to draw upon a Letter of Credit; (iv) for errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) for
errors in interpretation of technical terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under a Letter of Credit or of the proceeds thereof; and (vii) for any
consequences arising from causes beyond the control of the Letter of Credit
Issuers, including, without limitation, any Government Acts. None of the above
shall affect, impair, or prevent the vesting of any of the Letter of Credit
Issuers' rights or powers hereunder.

                  (c) In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by any
Letter of Credit Issuer, under or in connection with any Letter of Credit or the
related certificates, if taken or omitted in good faith, shall not put such
Letter of Credit Issuer under any resulting liability to the Borrower. It is the
intention of the parties that this Agreement shall be construed and applied to
protect and indemnify the Letter of Credit Issuers against any and all risks
involved in the issuance of the Letters of Credit arising from any present or
future Government Acts. The Letter of Credit Issuers shall not, in any way, be
liable for any failure by the Letter of Credit Issuers or anyone else to pay any
Drawing under any Letter of Credit as a result of any Government Acts or any
other cause beyond the control of the Letter of Credit Issuers.

                  (d) Nothing in this Section 2.06 is intended to limit the
reimbursement obligation of the Borrower contained in Section 2.04 hereof. The
obligations of the Borrower under this Section 2.06 shall survive the
termination of this Agreement. No act or omission of any current or prior
beneficiary of a Letter of Credit shall in any way affect or impair the rights
of the Letter of Credit Issuers to enforce any right, power or benefit under
this Agreement.



                                      -20-
<PAGE>   26

                  (e) Notwithstanding anything to the contrary contained in this
Section 2.06, (i) the Borrower shall have no obligation to indemnify any Letter
of Credit Issuer in respect of any liability incurred by such Letter of Credit
Issuer arising solely out of the gross negligence or willful misconduct of such
Letter of Credit Issuer as determined by a court of competent jurisdiction and
(ii) the Borrower shall have a claim against any Letter of Credit Issuer and
such Letter of Credit Issuer shall be liable to the Borrower to the extent, but
only to the extent, of any direct, as opposed to consequential, damages suffered
by the Borrower which the Borrower proves were caused by (x) such Letter of
Credit Issuer's willful misconduct or gross negligence as determined by a court
of competent jurisdiction in determining whether the documents presented under
its Letter of Credit complied with the terms of such Letter of Credit or (y)
such Letter of Credit Issuer's willful or grossly negligent failure to pay under
its Letter of Credit after presentation to it of a drawing certificate and any
other documents strictly complying with the terms and conditions of such Letter
of Credit as determined by a court of competent jurisdiction.

                  SECTION 3.  Fees; Commitments.

                  3.01 Fees. (a) The Borrower agrees to pay the Administrative
Agent for the account of each Non-Defaulting Lender a facility fee (the
"Facility Fee") for the period from and including the Original Effective Date to
but not including the Facility Maturity Date or, if earlier, the date upon which
the Total Commitment has been terminated, computed for each day at a rate per
annum equal to the Applicable Facility Fee Percentage for such day multiplied by
the then Commitment of such Lender. Such Facility Fee shall be due and payable
quarterly in arrears on the 15th day of each January, April, July and October
and on the date upon which the Total Commitment is terminated.

                  (b) The Borrower agrees to pay to the Administrative Agent for
the account of the Lenders pro rata on the basis of their respective Adjusted
Percentages, a fee in respect of each Letter of Credit (the "Letter of Credit
Fee"), computed for each day at a rate equal to the Applicable Eurodollar Margin
for such day multiplied by the then Stated Amount of such Letter of Credit. Such
Letter of Credit Fees shall be due and payable quarterly in arrears on the 15th
day of each January, April, July and October and on the date upon which the
Total Commitment is terminated.

                  (c) The Borrower agrees to pay to the Administrative Agent for
the account of each Letter of Credit Issuer a fee in respect of each Letter of
Credit issued by it (the "Facing Fee") computed for each day at a rate equal to
 .25% multiplied by the average daily Stated Amount of such Letter of Credit.
Such Facing Fees shall be due and payable quarterly in arrears on the 15th day
of each January, April, July and October and on the date upon which the Total
Commitment is terminated.

                  (d) The Borrower hereby agrees to pay directly to each Letter
of Credit Issuer upon each issuance of, drawing under, and/or amendment of, a
Letter of Credit issued by such Letter of Credit Issuer such amount as shall at
the time of such issuance, drawing or amendment be the administrative charge
which such Letter of Credit Issuer is customarily charging for issuances of,
drawings under or amendments of, letters of credit issued by it.



                                      -21-
<PAGE>   27

                  (e) The Borrower shall pay to the Administrative Agent for the
account of each Senior Managing Agent and each other Lender the fees specified
in the accepted commitment letter, or related fee letter, executed by such
Senior Managing Agent or such Lender, as the case may be, when and as due.

                  (f) All computations of Fees shall be made in accordance with
Section 12.07(b).

                  3.02 Voluntary Reduction of Commitments. Upon at least three
Business Days' prior written notice (or telephonic notice confirmed in writing)
to the Administrative Agent at the Administrative Agent's Office (which notice
the Administrative Agent shall promptly transmit to each of the Lenders), the
Borrower shall have the right, without premium or penalty, (i) to terminate the
Total Unutilized Commitment, in part or in whole (or, to the extent that at such
time there are no Loans outstanding and no Letter of Credit Outstandings, to
terminate the Total Commitment, in whole), provided, that (x) any such
termination shall apply to proportionately and permanently reduce the Commitment
of each of the Lenders, (y) the amount of any such reduction to the Commitment
of any Lender shall reduce the Short-Term Commitment, if any, and the Long-Term
Commitment, if any, of such Lender on a pro rata basis (based upon the relative
amounts of the Short-Term Commitment and the Long-Term Commitment, if any, of
such Lender, in each case as in effect before giving effect to such reduction)
and (z) any partial reduction pursuant to this Section 3.02(i) shall be in the
amount of at least $10,000,000, and (ii) at any time within the 30 days prior to
the Final Maturity Date of any Non-Continuing Bank and so long as no Event of
Default then exists, to terminate the Commitment of such Non-Continuing Bank,
provided that (x) all Loans, together with unpaid accrued interest thereon, of
such Non-Continuing Bank are repaid in full and (y) after giving effect to such
termination and repayment, the sum of the aggregate principal amount of all
outstanding Loans and the Letter of Credit Outstandings does not exceed the
Total Commitment.

                  3.03 Mandatory Reduction of Commitments, etc. (a) On the date
which is the earlier of (x) 30 days after any date on which a Change of Control
occurs and (y) the date on which any Indebtedness of the Borrower in excess of
$75,000,000 individually or $150,000,000 in the aggregate is required to be
repurchased as a result of any such Change of Control, the Total Commitment and
Total Swingline Commitment shall be reduced to zero.

                  (b) The Total Commitment shall be reduced on any date on which
the Borrower or Reynolds Tobacco issues or incurs Specified Debt if after giving
effect to such issuance the sum of (i) the Total Commitment plus (ii) the
aggregate outstanding principal amount of Specified Debt exceeds $3 billion,
such reduction to be in amount equal to the excess of such sum over $3 billion.

                  (c) The Total Commitment shall terminate on the Facility
Maturity Date.

                  (d) The Total Swingline Commitment shall terminate on the
Final Swingline Maturity Date.

                  (e) Each Swingline Lender's Swingline Commitment shall
terminate on such Swingline Lender's Swingline Maturity Date.



                                      -22-
<PAGE>   28

                  (f) Each Lender's Commitment (including its Long-Term
Commitment, if any) shall terminate on such Lender's Final Maturity Date.

                  (g) Each Lender's Short-Term Commitment, if any, shall
terminate on such Lender's First Maturity Date.

                  (h) Each partial reduction of the Total Commitment pursuant to
Section 3.03(b) shall apply proportionately to the Commitment of each Lender and
each such reduction to the Commitment of each Lender shall reduce the Short-Term
Commitment, if any, and the Long-Term Commitment, if any, of such Lender on a
pro rata basis (based upon the relative amounts of the Short-Term Commitment and
the Long-Term Commitment, if any, of such Lender, in each case as in effect
before giving effect to such reduction).

                  SECTION 4.  Payments.

                  4.01 Voluntary Prepayments. The Borrower shall have the right
to prepay Revolving Loans and Swingline Loans in whole or in part from time to
time on the following terms and conditions: (i) the Borrower shall give the
Administrative Agent at the Administrative Agent's Office written notice (or
telephonic notice promptly confirmed in writing) of its intent to make such
prepayment, the amount of such prepayment and (in the case of Eurodollar Loans)
the specific Borrowing(s) pursuant to which made, which notice shall be given by
the Borrower no later than (x) in the case of Revolving Loans, 11:00 A.M. (New
York time) one Business Day prior to, or (y) in the case of Swingline Loans,
11:00 A.M. (New York time) on, the date of such prepayment and shall promptly be
transmitted by the Administrative Agent to each of the Lenders or Swingline
Lenders, as the case may be; (ii) each partial prepayment of any Borrowing shall
be in an aggregate principal amount of at least $10,000,000, provided that no
partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall
reduce the outstanding Revolving Loans made pursuant to such Borrowing to an
amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii)
each prepayment in respect of any Revolving Loans or Swingline Loans made
pursuant to a Borrowing shall be applied pro rata among such Revolving Loans or
Swingline Loans, provided that, at the Borrower's election in connection with
any prepayment pursuant to this Section 4.01, such prepayment shall not be
applied to any Revolving Loan of a Defaulting Lender at any time when the
aggregate amount of Revolving Loans of any Non-Defaulting Lender exceeds such
Non-Defaulting Lender's Percentage of all Revolving Loans then outstanding. The
Borrower shall not have the right to voluntarily prepay any Competitive Bid Loan
without the consent of the Lender that has made same.

                  4.02  Mandatory Prepayments.

                  (A) Requirements. If on any date the sum of the outstanding
principal amount of Revolving Loans made by Non-Defaulting Lenders, Swingline
Loans and Competitive Bid Loans and the aggregate amount of Letter of Credit
Outstandings (all the foregoing, collectively, the "Aggregate Outstandings")
exceeds the Adjusted Total Commitment as then in effect, the Borrower shall
repay on such date the principal of Swingline Loans and, after Swingline Loans
have been paid in full, Revolving Loans, in an amount equal to such excess. If,
after giving



                                      -23-
<PAGE>   29

effect to the prepayment of all outstanding Swingline Loans and Revolving Loans,
the Aggregate Outstandings exceed the Adjusted Total Commitment then in effect,
the Borrower shall pay to the Administrative Agent an amount in cash equal to
such excess and the Administrative Agent shall hold such payment as security for
the obligations of the Borrower hereunder (including without limitation
obligations in respect of Letter of Credit Outstandings) pursuant to a cash
collateral agreement to be entered into in form and substance satisfactory to
the Administrative Agent (which shall permit certain investments in cash
equivalents satisfactory to the Administrative Agent, until the proceeds are
applied to the secured obligations). If, after giving effect to the prepayment
of all outstanding Swingline Loans and Revolving Loans and the cash
collateralization of all Letter of Credit Outstandings as set forth above, the
remaining Aggregate Outstandings exceed the Adjusted Total Commitment, the
Borrower shall repay on such date the principal of Competitive Bid Loans in an
aggregate amount equal to such excess, provided that no Competitive Bid Loan
shall be prepaid pursuant to this sentence unless the Lender that made same
consents to such prepayment. In addition, the Borrower shall repay (i) to each
Lender on such Lender's First Maturity Date the Short-Term Commitment Percentage
of such Lender's outstanding Revolving Loans on such date, (ii) the Revolving
Loans of each Lender on such Lender's Final Maturity Date and (iii) the
Swingline Loans of each Swingline Lender on such Swingline Lender's Swingline
Maturity Date.

                  (B) Application. With respect to each prepayment of Loans
required by this Section 4.02, the Borrower may designate the Types of Loans
which are to be prepaid and the specific Borrowing(s) pursuant to which made;
provided, that: (i) if any prepayment of Eurodollar Loans made pursuant to a
single Borrowing shall reduce the outstanding Revolving Loans made pursuant to
such Borrowing to an amount less than the Minimum Borrowing Amount for
Eurodollar Loans, such Borrowing shall immediately be converted into Reference
Rate Loans; (ii) each prepayment of any Loans made pursuant to a Borrowing shall
be applied pro rata among such Loans; and (iii) notwithstanding the provisions
of the preceding clause (ii), no prepayment made pursuant to Section 4.02(A)
(other than the last sentence thereof) of Revolving Loans shall be applied to
the Revolving Loans of any Defaulting Lender. In the absence of a designation by
the Borrower as described in the preceding sentence, the Administrative Agent
shall, subject to the above, make such designation in its sole discretion with a
view, but no obligation, to minimize breakage costs owing under Section 1.12.

                  4.03 Method and Place of Payment. (a) Except as otherwise
specifically provided herein, all payments under this Agreement shall be made to
the Administrative Agent for the ratable account of the Lenders entitled
thereto, not later than 1:00 P.M. (New York time) on the date when due and shall
be made in immediately available funds and in lawful money of the United States
of America at the Administrative Agent's Office, it being understood that
written, telex or facsimile notice by the Borrower to the Administrative Agent
to make a payment from the funds in the Borrower's account at the Administrative
Agent's Office shall constitute the making of such payment to the extent of such
funds held in such account. The Administrative Agent will thereafter cause to be
distributed on the same day (if payment was actually received by the
Administrative Agent prior to 2:00 P.M. (New York time) on such day) like funds
relating to the payment of principal or interest or Fees ratably to the Lenders
entitled thereto. If and to the extent that any such distribution shall not be
so made by the Administrative Agent in full on the same day (if payment was
actually received by the Administrative Agent



                                      -24-
<PAGE>   30

prior to 2:00 P.M. (New York time) on such day), the Administrative Agent shall
pay to each Lender its ratable amount thereof and each such Lender shall be
entitled to receive from the Administrative Agent, upon demand, interest on such
amount at the overnight Federal Funds Rate for each day from the date such
amount is paid to the Administrative Agent until the date the Administrative
Agent pays such amount to such Lender.

                  (b) Any payments under this Agreement which are made later
than 1:00 P.M. (New York time) shall be deemed to have been made on the next
succeeding Business Day. Whenever any payment to be made hereunder shall be
stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest shall be payable during such extension at the
applicable rate in effect immediately prior to such extension.

                  4.04 Net Payments. (a) All payments made by the Borrower
hereunder will be made without setoff or counterclaim. The Borrower will pay,
prior to the date on which penalties attach thereto, all present and future
income, stamp and other taxes, levies, or costs and charges whatsoever imposed,
assessed, levied or collected on or in respect of a Loan and/or the recording,
registration, notarization or other formalization thereof and/or any payments of
principal, interest or other amounts made on or in respect of a Loan (all such
taxes, levies, costs and charges being herein collectively called "Taxes";
provided that Taxes shall not include taxes imposed on or measured by the
overall net income of that Lender (or any alternative tax imposed generally by
any relevant jurisdiction in lieu of a tax on net income) by the United States
of America or any political subdivision or taxing authority thereof or therein,
taxes imposed under Section 884 of the Code or taxes on or measured by the
overall net income (or any alternative tax imposed generally by any relevant
jurisdiction in lieu of a tax on net income) of that Lender or any foreign
office, branch or subsidiary of that Lender by any foreign country or
subdivision thereof in which that Lender or that office, branch or subsidiary is
doing business). The Borrower shall also pay such additional amounts equal to
increases in taxes payable by that Lender described in the foregoing proviso
which increases are attributable to payments made by the Borrower described in
the immediately preceding sentence of this Section. Promptly after the date on
which payment of any such Tax is due pursuant to applicable law, the Borrower
will, at the request of that Lender, furnish to that Lender evidence, in form
and substance satisfactory to that Lender, that the Borrower has met its
obligation under this Section 4.04. The Borrower will indemnify each Lender
against, and reimburse each Lender on demand for, any Taxes, as determined by
that Lender in its good faith and reasonable discretion. Such Lender shall
provide the Borrower with appropriate receipts for any payments or
reimbursements made by the Borrower pursuant to this Section 4.04.

                  (b) Each Lender which is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) for United States federal
income tax purposes agrees to provide to the Borrower on or prior to the
Original Effective Date, or in the case of a Lender that is an assignee or
transferee of an interest under this Agreement pursuant to Section 1.15 or
Section 12.04 (unless the respective Lender was already a Lender hereunder
immediately prior to such assignment or transfer and such Lender is in
compliance with the provisions of this Section 4.04(b)), on the date of such
assignment or transfer to such Lender, two accurate and complete original signed
copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with



                                      -25-
<PAGE>   31

respect to a complete exemption under an income tax treaty) (or successor forms)
certifying to such Lender's entitlement to a complete exemption from United
States withholding tax with respect to payments to be made under this Agreement
or any Note. Each Lender that is a United States person (as such term is defined
in Section 7701(a)(30) of the Code) for Federal income tax purposes, but that is
not a corporation (as such term is defined in Section 7701(a)(3) of the Code)
for such purposes, agrees to provide to the Borrower on or prior to the Original
Effective Date, or in the case of a Lender that is an assignee or transferee of
an interest under this Agreement pursuant to Section 1.15 or Section 12.04
(unless the respective Lender was already a Lender hereunder immediately prior
to such assignment or transfer and such Lender is in compliance with the
provisions of this Section 4.04(b)), on the date of such assignment to such
Lender, two accurate and complete original signed copies of Internal Revenue
Service Form W-9 (or successor form). In addition, each such Lender agrees that
from time to time after the Original Effective Date, when a lapse in time or
change in circumstances renders the previous certification obsolete or
inaccurate in any material respect, it will deliver to the Borrower two new
accurate and complete original signed copies of Internal Revenue Service Form
W-8ECI or W-8BEN (with respect to a claim for benefits of an income tax treaty),
as the case may be, and such other forms as may be required in order to confirm
or establish the entitlement of such Lender to a continued exemption from or
reduction in United States withholding tax with respect to payments under this
Agreement or any Note, or it shall immediately notify the Borrower and the
Administrative Agent of its inability to deliver any such form. Notwithstanding
anything to the contrary contained in Section 4.04(a), (x) the Borrower shall be
entitled, to the extent it is required to do so by law, to deduct or withhold
income or other similar taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, fees or other
amounts payable hereunder for the account of any Lender which is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) for
United States federal income tax purposes and which has not provided to the
Borrower such forms that establish a complete exemption from such deduction or
withholding and (y) the Borrower shall not be obligated pursuant to Section
4.04(a) to pay a Lender in respect of income or similar taxes imposed by the
United States or any additional amounts with respect thereto if such Lender has
not provided to the Borrower the Internal Revenue Service forms required to be
provided to the Borrower pursuant to this Section 4.04(b).

                  SECTION 5.  Conditions Precedent.

                  5.01 Conditions Precedent to the Restatement Effective Date.
This Agreement shall become effective on the date (the "Restatement Effective
Date") when each of the following conditions are first satisfied:

                  A. Execution; Notes. The Restatement Execution Date shall have
occurred as provided in Section 12.10 and there shall have been delivered to the
Administrative Agent for the account of each Lender the appropriate Note
executed by the Borrower in the amount, maturity and as otherwise provided
herein.

                  B. Officer's Certificate. The Administrative Agent shall have
received certificates dated the Restatement Effective Date signed by an
appropriate officer of the



                                      -26-
<PAGE>   32

Borrower stating that all of the applicable conditions set forth in Sections
5.01F., G., H., J., K. and L. and 5.02 exist as of such date.

                  C. Opinions of Counsel. The Administrative Agent shall have
received an opinion, or opinions, in form and substance satisfactory to each
Senior Managing Agent, addressed to each of the Lenders and dated the
Restatement Effective Date, from (i) Charles A. Blixt, Executive Vice President,
General Counsel and Assistant Secretary of the Borrower, which opinion shall
cover the matters contained in Exhibit C-1 hereto and (ii) White & Case LLP,
special counsel to the Lenders, which opinion shall cover the matters contained
in Exhibit C-2 hereto, together with such other opinions, if any, covering such
matters as the Majority SMA shall reasonably request, from counsel, and in form
and substance, satisfactory to the Majority SMA.

                  D. Corporate Proceedings. On the Restatement Effective Date,
all corporate and legal proceedings and all instruments and agreements in
connection with the transactions contemplated by this Agreement and the other
Credit Documents shall be satisfactory in form and substance to each Senior
Managing Agent, and the Administrative Agent shall have received all information
and copies of all certificates, documents and papers, including records of
corporate proceedings and governmental approvals, if any, which any Senior
Managing Agent reasonably may have requested in connection therewith, such
documents and papers where appropriate to be certified by proper corporate or
governmental authorities.

                  E. Organizational Documentation etc. The Lenders shall have
received copies of the Certificate of Incorporation and By-Laws or other
equivalent organizational documents of each Credit Party, certified on the
Restatement Effective Date as true and complete by an appropriate corporate
officer or governmental authority.

                  F. Adverse Change, etc. Nothing shall have occurred from
December 31, 1999 to the Restatement Effective Date which has (x) a material
adverse effect on the ability of any Credit Party to perform its obligations to
the Lenders or (y) a Material Adverse Effect.

                  G. Litigation. Except as set forth in Annex IV hereto, there
shall be on the Restatement Effective Date no actions, suits, proceedings,
inquiry, injunction or restraining order pending, entered or threatened with
respect to the Borrower or any of its Subsidiaries that are reasonably likely to
have (x) a material adverse effect on the rights or remedies of the Lenders or
on the ability of any Credit Party to perform its obligations to the Lenders
hereunder or under any other Credit Document to which it is a party or (y) a
Material Adverse Effect.

                  H. No Defaults. On the Restatement Effective Date, there shall
exist no event of default (or condition which would constitute an event of
default with the giving of notice or the passage of time) under any material
financing or lease agreement or other material contract of any of the Credit
Parties.

                  I. Projections. The Lenders shall have received financial
forecasts for Borrower and its Subsidiaries for the period from September 30,
2000 to and including December 31, 2003



                                      -27-
<PAGE>   33

(the "Projections"). The Projections (and the supporting assumptions and
explanations thereto) shall be in form and substance satisfactory to the
Majority SMA.

                  J. Subsidiary Guaranty. Reynolds Tobacco shall have duly
authorized, executed and delivered an amended and restated Subsidiary Guaranty
substantially in the form of Exhibit D hereto (as so amended and restated and as
the same may be further amended, restated, modified and/or supplemented from
time to time in accordance with the terms hereof and thereof, the "Subsidiary
Guaranty"), and the Subsidiary Guaranty shall be in full force and effect.

                  K. Intercompany Subordination Agreement. Each of Reynolds
Tobacco, Acquisition Corp., FSH, GMB and R.J. Reynolds Tobacco Co. shall have
duly authorized, executed and delivered an amended and restated Subordination
Agreement substantially in the form of Exhibit G hereto (as so amended and
restated and as the same may be further amended, restated, modified and/or
supplemented from time to time in accordance with the terms hereof and thereof,
the "Intercompany Subordination Agreement"), and the Intercompany Subordination
Agreement shall be in full force and effect.

                  L. Fees, etc. On the Restatement Effective Date, the Borrower
shall have paid to each Senior Managing Agent and each Lender all costs, fees
and expenses payable to the Senior Managing Agents or the Lenders, to the extent
then due.

                  5.02 Conditions Precedent to All Credit Events. The obligation
of each Lender to make any Loans (other than pursuant to a Mandatory Borrowing)
and the obligation of each Letter of Credit Issuer to issue or extend Letters of
Credit, is subject, at the time of the making of each such Loan and/or the
issuance or extension of each such Letter of Credit, to the satisfaction of the
following conditions at such time:

                  A. No Default; Representations and Warranties. At the time of
each Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein or in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on and as of the date of such Credit Event.

The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by each Credit Party to each of the Lenders that all
of the applicable conditions specified above exist as of that time. All of the
certificates, legal opinions and other documents and papers referred to in
Section 5.01, unless otherwise specified, shall be delivered to the
Administrative Agent at the Administrative Agent's Office for the account of
each of the Lenders and, except for the Notes, in sufficient counterparts for
each of the Lenders and shall be satisfactory in form and substance to each
Senior Managing Agent.

                  SECTION 6. Representations, Warranties and Agreements. In
order to induce the Lenders to enter into this Agreement, to make the Loans and
issue or participate in Letters of Credit as provided for herein, the Borrower
makes the following representations and warranties to and agreements with the
Lenders, all of which shall survive the execution and delivery of this Agreement
and the making of the Loans and the issuance of the Letters of Credit (with (x)
all such representations, warranties and agreements being first made on the
Restatement Effective



                                      -28-
<PAGE>   34

Date and (y) occurrence of each Credit Event being deemed to constitute a
representation and warranty that the matters specified in this Section 6 are
true and correct in all material respects on and as of the date hereof and as of
the date of each such Credit Event unless such representation and warranty
expressly indicates that it is being made as of any specific date):

                  6.01 Status. Each of the Borrower and each of its Material
Subsidiaries (i) is a duly organized and validly existing corporation or other
entity in good standing under the laws of the jurisdiction of its organization
and has the corporate or other organizational power and authority to own its
property and assets and to transact the business in which it is engaged and (ii)
has duly qualified and is authorized to do business and is in good standing in
all jurisdictions where it is required to be so qualified and where the failure
to be so qualified would have a material adverse effect on the operations,
business, properties, assets or financial condition of the Borrower and its
Subsidiaries taken as a whole.

                  6.02 Power and Authority. Each Credit Party has the corporate
or other power and authority to execute, deliver and carry out the terms and
provisions of the Credit Documents to which it is a party and has taken all
necessary corporate or other action to authorize the execution, delivery and
performance of the Credit Documents to which it is a party. Each Credit Party
has duly executed and delivered each Credit Document to which it is a party and
each such Credit Document constitutes the legal, valid and binding obligation of
such Person enforceable in accordance with its terms.

                  6.03 No Violation. Neither the execution, delivery and
performance by any Credit Party of the Credit Documents to which it is a party
nor compliance with the terms and provisions thereof, nor the consummation of
the transactions contemplated therein (i) will contravene any applicable
provision of any law, statute, rule, regulation, order, writ, injunction or
decree of any court or governmental instrumentality, (ii) will conflict or be
inconsistent with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien upon
any of the property or assets of the Borrower or any of its Subsidiaries
pursuant to the terms of any material indenture, mortgage, deed of trust,
agreement or other instrument to which the Borrower or any of its Subsidiaries
is a party or by which it or any of its property or assets is bound or to which
it may be subject or (iii) will violate any provision of the Certificate of
Incorporation or By-Laws (or equivalent organizational documents) of the
Borrower or any of its Subsidiaries.

                  6.04 Litigation. Except as set forth on Annex IV, there are no
actions, suits or proceedings pending or threatened with respect to the Borrower
or any of its Subsidiaries that are reasonably likely to have (x) a material
adverse effect on the rights or remedies of the Lenders or on the ability of any
Credit Party to perform its obligations to them hereunder and under the other
Credit Documents to which it is a party or (y) a Material Adverse Effect.

                  6.05 Use of Proceeds; Margin Regulations. (a) The proceeds of
all Loans shall be utilized by the Borrower for general corporate purposes of
the Borrower and/or its Subsidiaries (including, without limitation, payment of
fees and expenses in connection with the



                                      -29-
<PAGE>   35

Transaction, the refinancing of Indebtedness, the backing up of commercial paper
issued by the Borrower and Permitted Litigation Bonding).

                  (b) Neither the making of any Loan hereunder, nor the use of
the proceeds thereof, will violate or be inconsistent with the provisions of
Regulation T, U or X of the Board of Governors of the Federal Reserve System. At
the time of each Credit Event, not more than 25% of the value of the assets of
the Borrower and its Subsidiaries on a consolidated basis subject to the
restrictions contained in Sections 8.02 and 8.03 will constitute Margin Stock.
Notwithstanding the foregoing provisions of this Section 6.05, no proceeds of
any Loan will be utilized to purchase any Margin Stock in a transaction, or as
part of a series of transactions, the result of which is the ownership by the
Borrower and/or its Subsidiaries of 5% or more of the capital stock of a
corporation unless the Board of Directors of such corporation has approved such
transaction prior to any public announcement of the purchase, or the intent to
purchase, any such Margin Stock.

                  6.06 Governmental Approvals. No order, consent, approval,
license, authorization, or validation of, or filing, recording or registration
with, or exemption by, any foreign or domestic governmental or public body or
authority, or any subdivision thereof, is required to authorize or is required
in connection with (i) the execution, delivery and performance of any Credit
Document or (ii) the legality, validity, binding effect or enforceability of any
Credit Document.

                  6.07 Investment Company Act. Neither the Borrower nor any of
its Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

                  6.08 True and Complete Disclosure. All factual information
(taken as a whole) heretofore or contemporaneously furnished by or on behalf of
the Credit Parties or any of their Subsidiaries in writing to any Senior
Managing Agent or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated herein is, and all other such factual
information (taken as a whole) hereafter furnished by or on behalf of such
Persons in writing to any Lender will be, true and accurate in all material
respects on the date as of which such information is dated or certified and not
incomplete by omitting to state any material fact necessary to make such
information (taken as a whole) not misleading at such time in light of the
circumstances under which such information was provided. The projections and pro
forma financial information contained in such materials were based on good faith
estimates and assumptions believed by such Persons to be reasonable at the time
made, it being recognized by the Lenders that such projections as to future
events are not to be viewed as facts and that actual results during the period
or periods covered by any such projections may differ from the projected
results.

                  6.09 Financial Condition; Financial Statements. The
consolidated balance sheets of the Borrower and its Subsidiaries, at December
31, 1997, at December 31, 1998 and at December 31, 1999 and the related
consolidated statements of income and cash flows (and retained earnings) for the
fiscal years ended as of said dates, which statements have been examined by
Deloitte & Touche LLP, independent certified public accountants, who delivered
an



                                      -30-
<PAGE>   36

unqualified opinion in respect thereof, copies of which have heretofore been
furnished to each Lender, present fairly the consolidated financial position of
the Borrower at the dates of said statements and the results of operations for
the periods covered thereby. All such financial statements have been prepared in
accordance with GAAP consistently applied except to the extent provided in the
notes to said financial statements. Since December 31, 1999, nothing has
occurred which has had a Material Adverse Effect.

                  6.10 Tax Returns and Payments. Each of the Borrower and its
Subsidiaries has filed all federal income tax returns and all other material tax
returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it which have become due, other than
those not yet delinquent and except for those contested in good faith. The
Borrower and each of its Subsidiaries have paid, or have provided adequate
reserves (in the good faith judgment of the management of the Borrower) for the
payment of, all federal, state and foreign income taxes applicable for all prior
fiscal years and for the current fiscal year to the date hereof.

                  6.11 Compliance with ERISA. Except to the extent that all
events described in the following clauses of this sentence and then in existence
would not, in the aggregate, be likely to have a Material Adverse Effect, each
Plan is in substantial compliance with ERISA and the Code; no Reportable Event
has occurred with respect to any Plan; no Plan is insolvent or in
reorganization, no Plan has an Unfunded Current Liability, and no Plan has an
accumulated or waived funding deficiency or permitted decreases in its funding
standard account within the meaning of Section 412 of the Code; neither the
Borrower, any Subsidiary nor any ERISA Affiliate has incurred any material
liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1),
515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of
the Code; no proceedings have been instituted to terminate any Plan; no
condition exists which presents a material risk to the Borrower or any
Subsidiary of incurring a liability to or on account of a Plan pursuant to the
foregoing provisions of ERISA and the Code. With respect to Plans that are
multi-employer plans (within the meaning of Section 3(37) of ERISA) and Plans
which are not currently maintained or contributed to by the Borrower, any
Subsidiary or any ERISA Affiliate, the representations and warranties in this
Section are made to the best knowledge of the Borrower.

                  6.12 Subsidiaries. Annex V hereto lists each Material
Subsidiary of the Borrower (and the direct and indirect ownership interest of
the Borrower therein), in each case existing on the Restatement Effective Date.
All ownership percentages referred to in Annex V are calculated without regard
to directors' or nominees' qualifying shares.

                  6.13 Patents, etc. The Borrower and each of its Subsidiaries
have obtained all material patents, trademarks, servicemarks, trade names,
copyrights, licenses and other rights, free from burdensome restrictions, that
are necessary for the operation of their respective businesses as presently
conducted and as proposed to be conducted.

                  6.14 Pollution and Other Regulations. The Borrower and each of
its Subsidiaries are in material compliance with all material laws and
regulations relating to pollution and environmental control, equal employment
opportunity and employee safety in all domestic



                                      -31-
<PAGE>   37

jurisdictions in which the Borrower and each of its Subsidiaries is presently
doing business, and the Borrower will comply and cause each of its Subsidiaries
to comply with all such laws and regulations which may be imposed in the future
in jurisdictions in which the Borrower or such Subsidiary may then be doing
business other than in each case those the non-compliance with which would not
have a material adverse effect on the business, assets, properties or financial
condition of the Borrower and its Subsidiaries taken as a whole.

                  6.15 Properties. The Borrower and each of its Subsidiaries
have good title to all properties that are necessary for the operation of their
respective businesses as presently conducted and as proposed to be conducted,
free and clear of all Liens, other than as permitted by this Agreement.

                  SECTION 7. Affirmative Covenants. The Borrower hereby
covenants and agrees that on the Restatement Effective Date and thereafter, for
so long as this Agreement is in effect and until the Commitments and each Letter
of Credit have terminated and the Loans and Unpaid Drawings, together with
interest, Fees and all other Obligations incurred hereunder, are paid in full:

                  7.01 Information Covenants. The Borrower will furnish to each
Lender:

                  (a) Annual Financial Statements. Within 100 days after the
         close of each fiscal year of the Borrower, to the extent prepared to
         comply with SEC requirements, a copy of the SEC Form 10-Ks filed by the
         Borrower with the SEC for such fiscal year, or, if no such Form 10-K
         was so filed by the Borrower for such fiscal year, the consolidated
         balance sheet of the Borrower and its Subsidiaries, as at the end of
         such fiscal year and the related consolidated statements of income and
         of cash flows for such fiscal year, setting forth comparative
         consolidated figures as of the end of and for the preceding fiscal
         year, and examined by independent certified public accountants of
         recognized national standing whose opinion shall not be qualified as to
         the scope of audit or as to the status of the Borrower or any of its
         Subsidiaries as a going concern, together in any event with a
         certificate of such accounting firm stating that in the course of its
         regular audit of the business of the Borrower, which audit was
         conducted in accordance with generally accepted auditing standards,
         such accounting firm has obtained no knowledge of any Default or Event
         of Default which has occurred and is continuing or, if in the opinion
         of such accounting firm such a Default or Event of Default has occurred
         and is continuing, a statement as to the nature thereof.

                  (b) Quarterly Financial Statements. As soon as available and
         in any event within 55 days after the close of each of the first three
         quarterly accounting periods in each fiscal year of the Borrower to the
         extent prepared to comply with SEC requirements, a copy of the SEC Form
         10-Qs filed by the Borrower with the SEC for each such quarterly
         period, or, if no such Form 10-Q was so filed by the Borrower with
         respect to any such quarterly period, the consolidated condensed
         balance sheet of the Borrower and its Subsidiaries as at the end of
         such quarterly period and the related consolidated condensed statements
         of income for such quarterly period and for the elapsed portion of the
         fiscal year ended with the last day of such quarterly period, and the
         related consolidated condensed statement of



                                      -32-
<PAGE>   38

         cash flows for the elapsed portion of the fiscal year ended with the
         last day of such quarterly period, and in each case setting forth
         comparative consolidated figures for the related periods in the prior
         fiscal year or, in the case of such consolidated condensed balance
         sheet, for the last day of the prior fiscal year, all of which shall be
         certified by the Chief Financial Officer, Controller, Chief Accounting
         Officer or other Authorized Officer of the Borrower, subject to changes
         resulting from audit and normal year-end audit adjustments.

                  (c) Officer's Certificates. At the time of the delivery of the
         financial statements provided for in Section 7.01(a) and (b), a
         certificate of the Chief Financial Officer, Controller, Chief
         Accounting Officer or other Authorized Officer of the Borrower to the
         effect that no Default or Event of Default exists or, if any Default or
         Event of Default does exist, specifying the nature and extent thereof,
         which certificate shall set forth the calculations required to
         establish whether the Borrower and its Subsidiaries were in compliance
         with the provisions of Sections 3.03(b), 8.03(g), 8.03(h), 8.04(j),
         8.04(l), 8.05, 8.07, and 8.08 as at the end of such fiscal period or
         year, as the case may be.

                  (d) Notice of Default or Litigation. Promptly, and in any
         event within three Business Days after any senior financial or legal
         officer of the Borrower obtains knowledge thereof, notice of (x) the
         occurrence of any event which constitutes a Default or Event of Default
         which notice shall specify the nature thereof, the period of existence
         thereof and what action the Borrower proposes to take with respect
         thereto and (y) any litigation or governmental proceeding pending
         against or affecting the Borrower or any of its Subsidiaries which is
         likely to have a material adverse effect on the business, properties,
         assets, financial condition or prospects of the Borrower and its
         Subsidiaries taken as a whole or the ability of any Credit Party to
         perform its obligations hereunder or under any other Credit Document.

                  (e) Credit Rating Changes. Promptly after any senior financial
         or legal officer of the Borrower obtains knowledge thereof, notice of
         any change in the Applicable Credit Rating assigned by either Rating
         Agency.

                  (f) Other Information. Promptly upon transmission thereof,
         copies of any filings and registrations with, and reports to, the
         Securities and Exchange Commission or any successor thereto (the "SEC")
         by the Borrower or any of its Subsidiaries (other than amendments to
         any registration statement (to the extent such registration statement,
         in the form it becomes effective, is delivered to the Lenders),
         exhibits to any registration statement, any registration statements on
         Form S-8 and Forms 3, 4 and 5 and any annual report on Form 11-K) and
         copies of all financial statements, proxy statements, notices and
         reports that the Borrower or any of its Subsidiaries shall send to
         analysts or the holders of any publicly issued debt of the Borrower
         and/or any of its Subsidiaries in their capacity as such holders (in
         each case to the extent not theretofore delivered to the Lenders
         pursuant to this Agreement) and, with reasonable promptness, such other
         information or documents (financial or otherwise) as any Senior
         Managing Agent on its own behalf or on behalf of the Required Lenders
         may reasonably request from time to time.



                                      -33-
<PAGE>   39

                  7.02 Books, Records and Inspections. The Borrower will, and
will cause each of its Subsidiaries to, permit, upon reasonable notice to the
Chief Financial Officer, Controller or any other Authorized Officer of the
Borrower, officers and designated representatives of any Senior Managing Agent
or the Required Lenders to visit and inspect any of the properties or assets of
the Borrower and any of its Subsidiaries in whomsoever's possession, and to
examine the books of account of the Borrower and any of its Subsidiaries and
discuss the affairs, finances and accounts of the Borrower and of any of its
Subsidiaries with, and be advised as to the same by, its and their officers and
independent accountants, all at such reasonable times and intervals and to such
reasonable extent as any Senior Managing Agent or the Required Lenders may
desire.

                  7.03 Insurance. The Borrower will, and will cause each of its
Subsidiaries to, at all times maintain in full force and effect insurance in
such amounts, covering such risks and liabilities and with such deductibles or
self-insured retentions as are in accordance with normal industry practice.

                  7.04 Payment of Taxes. The Borrower will pay and discharge,
and will cause each of its Subsidiaries to pay and discharge, all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits, or upon any properties belonging to it, prior to the date on
which material penalties attach thereto, and all lawful claims which, if unpaid,
might become a Lien or charge upon any properties of the Borrower or any of its
Subsidiaries; provided, that neither the Borrower nor any Subsidiary shall be
required to pay any such tax, assessment, charge, levy or claim which is being
contested in good faith and by proper proceedings if it has maintained adequate
reserves (in the good faith judgment of the management of the Borrower) with
respect thereto in accordance with GAAP.

                  7.05 Consolidated Corporate Franchises. The Borrower will do,
and will cause each of its Material Subsidiaries to do, or cause to be done, all
things necessary to preserve and keep in full force and effect its existence,
rights and authority; provided, that any transaction permitted by Section 8.02
will not constitute a breach of this Section 7.05.

                  7.06 Compliance with Statutes, etc. The Borrower will, and
will cause each Subsidiary to, comply with all applicable statutes, regulations
and orders of, and all applicable restrictions imposed by, all governmental
bodies, domestic or foreign, in respect of the conduct of its business and the
ownership of its property (including applicable statutes, regulations, orders
and restrictions relating to environmental standards and controls) other than
those the non-compliance with which would not have a material adverse effect on
the business, properties, assets or financial condition of the Borrower and its
Subsidiaries taken as a whole or on the ability of any Credit Party to perform
its obligations under any Credit Document to which it is party.

                  7.07 ERISA. As soon as possible and, in any event, within 10
days after the Borrower or any Subsidiary knows or has reason to know of the
occurrence of any of the following, the Borrower will deliver to each of the
Lenders a certificate of the Chief Financial Officer, Treasurer or Controller of
the Borrower setting forth details as to such occurrence and the action, if any,
which the Borrower, such Subsidiary or an ERISA Affiliate is required or


                                      -34-
<PAGE>   40

proposes to take, together with any notices required or proposed to be given to
or filed with or by the Borrower, such Subsidiary, such ERISA Affiliate, the
PBGC, a Plan participant (other than notices relating to an individual
participant's benefits) or the Plan administrator with respect thereto: that a
Reportable Event has occurred (except to the extent that the Borrower has
previously delivered to the Lenders a certificate and notices (if any)
concerning such event pursuant to the next clause hereof), that a contributing
sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title
IV of ERISA is subject to the advance reporting requirement of PBGC Regulation
Section 4043.61 (without regard to subparagraph (b)(1) thereof), that an
accumulated funding deficiency has been incurred or an application may be or has
been made to the Secretary of the Treasury for a waiver or modification of the
minimum funding standard (including any required installment payments) or an
extension of any amortization period under Section 412 of the Code with respect
to a Plan, that a Plan which has an Unfunded Current Liability has been or may
be terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA, that a Plan has an Unfunded Current Liability giving rise to a lien under
ERISA or the Code, that proceedings may be or have been instituted to terminate
a Plan which has an Unfunded Current Liability, that a proceeding has been
instituted pursuant to Section 515 of ERISA to collect a delinquent contribution
to a Plan, or that the Borrower, any Subsidiary or any ERISA Affiliate will or
may incur any liability (including any contingent or secondary liability) to or
on account of the termination of or withdrawal from a Plan under Section 4062,
4063, 4064, 4069, 4201 or 4204 of ERISA or with respect to a Plan under Section
4971 or 4975 of the Code or Section 409 or 502(i) or 502(l) of ERISA. Upon
request of a Lender, the Borrower will deliver to such Lender a complete copy of
the annual report (Form 5500) of each Plan required to be filed with the
Internal Revenue Service. In addition to any certificates or notices delivered
to the Lenders pursuant to the first sentence hereof, copies of any notices
received by the Borrower or any Subsidiary shall be delivered to the Lenders no
later than 10 days after the later of the date such notice has been filed with
the Internal Revenue Service or the PBGC, given to Plan participants (other than
notices relating to an individual participant's benefits) or received by the
Borrower or such Subsidiary.

                  7.08 Good Repair. The Borrower will, and will cause each of
its Subsidiaries to, ensure that its properties and equipment used or useful in
its business in whomsoever's possession they may be, are kept in good repair,
working order and condition, normal wear and tear excepted, and that from time
to time there are made in such properties and equipment all needful and proper
repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto, to the extent and in the manner customary for companies in
similar businesses.

                  7.09 End of Fiscal Years; Fiscal Quarters. The Borrower will,
for financial reporting purposes, cause (i) each of its fiscal years to end on
December 31 of each year, (ii) each of its fiscal quarters to end on March 31,
June 30, September 30 and December 31 of each year and (iii) each of the
Subsidiaries to maintain the accounting periods maintained by such Subsidiary on
the Original Effective Date, consistent with the past practice and procedures of
each such Subsidiary; provided that any of the foregoing fiscal or reporting
periods may be changed if (x) the Borrower gives the Lenders 30 days' prior
written notice of such proposed change and (y) prior to effecting such change
the Borrower and the Majority SMA shall have agreed upon adjustments, if any, to
Sections 3.03(b), 8.05, 8.07 and 8.08 (and the definitions



                                      -35-
<PAGE>   41

used therein) the sole purpose of which shall be to give effect to the proposed
change in fiscal or accounting periods (it being understood and agreed that to
the extent that the Borrower and the Majority SMA cannot agree on appropriate
adjustments to such Sections (or that no adjustments are necessary), the
proposed change may not be effected).

                  7.10 Competitive Bid Loan Outstandings. On the date of the
delivery by the Borrower of any Notice of Borrowing, Notice of Competitive Bid
Borrowing or Letter of Credit Request at any time when the Borrower shall have
knowledge that a mandatory prepayment is required pursuant to Section 4.02(A) of
this Agreement and, in any event, on the last Business Day of each fiscal
quarter of the Borrower, the Borrower will furnish to the Administrative Agent a
statement setting forth the aggregate outstanding principal amount of
Competitive Bid Loans at such time.

                  7.11 Subsidiary Guaranty; Collateral. (a) No later than 15
days after the date on which a Guaranty Event occurs, each Material Subsidiary
not then a Subsidiary Guarantor shall (i) authorize the execution of, and
execute and deliver to the Administrative Agent on behalf of the Lenders, a
Subsidiary Guaranty and (ii) cause to be delivered such opinions of counsel as
are reasonably requested by, and are reasonably satisfactory to, the Senior
Managing Agents in respect of such Subsidiary Guaranty.

                  (b) No later than 15 days after the date on which a Trigger
Event occurs each Credit Party (including any Person required by Section 7.11(a)
to become a Credit Party at such time) shall (i) authorize, execute and deliver
to the Collateral Agent on behalf of the Secured Creditors pledge agreements,
security agreements and/or mortgages that are reasonably acceptable in form and
substance to the Senior Managing Agents (the "Security Documents") which create
in favor of the Collateral Agent on behalf of the Secured Creditors a pledge of
and/or a lien on substantially all of its assets with such exceptions as are
reasonably satisfactory to the Senior Managing Agents (the "Collateral") with
such priority as is provided for in the representations contained in the
respective Security Documents, provided that Reynolds Tobacco shall not be
required to grant a leasehold mortgage in the leasehold interest and rights of
Reynolds Tobacco in and to property located at the Zachary Smith Reynolds
Airport, under a certain lease agreement with the Airport Commission of Forsyth
County, dated January 1, 1980, recorded in Book 1298, Page 1365, Forsyth County
Registry, and assigned and transferred to Reynolds Tobacco by its former parent
company pursuant to an Assignment of Lease, dated April 27, 1989, to the extent
the grant of a leasehold mortgage in such leasehold is prohibited by the terms
thereof, (ii) deliver in pledge thereunder all securities, notes and stock
powers required to be delivered by the terms of the respective Security
Documents, (iii) execute and cause to be filed such financing statements and
mortgages as are required to perfect the pledges and Liens created under the
Security Documents and to obtain the priority of such perfection required by the
respective Security Documents and (iv) cause to be delivered such opinions of
counsel as are reasonably requested by, and as are reasonably satisfactory to,
the Senior Managing Agents with respect to the Security Documents and the
pledges and Liens created thereunder. Notwithstanding the foregoing, all
Collateral shall be automatically released (subject to reinstatement upon the
occurrence of a new Trigger Event) if at any time subsequent to the Credit
Parties providing the Collateral in compliance with the preceding sentence the
Applicable Credit Rating issued by each Rating Agency shall, giving effect to
such release and subject to the



                                      -36-
<PAGE>   42

completion of such release, if applicable, each be the Minimum Investment Grade
Rating or higher.

                  SECTION 8. Negative Covenants. The Borrower hereby covenants
and agrees that on the Restatement Effective Date and thereafter, for so long as
this Agreement is in effect and until the Commitments and each Letter of Credit
have terminated and the Loans and Unpaid Drawings, together with interest, Fees
and all other Obligations incurred hereunder, are paid in full:

                  8.01 Changes in Business. Except as otherwise permitted by
Section 8.02, the Borrower and its Subsidiaries, taken as a whole, will not
substantively alter the character of their business from that conducted by the
Borrower and its Subsidiaries taken as a whole at the Original Execution Date.

                  8.02 Consolidation, Merger, Sale of Assets, etc. (a) The
Borrower will not, and will not permit any Subsidiary Guarantor and (whether or
not a Subsidiary Guarantor) any Specified Subsidiary to, wind up, liquidate or
dissolve its affairs, or enter into any transaction of merger or consolidation,
or sell or otherwise dispose of all or any substantial part of its property or
assets (other than inventory and equipment to the extent sold or disposed of in
the ordinary course of business) or agree to do any of the foregoing at any
future time, except that the following shall be permitted:

                  (i) any other Subsidiary (including any of the Specified
         Subsidiaries) may merge with, or liquidate into, Reynolds Tobacco, with
         Reynolds Tobacco being the survivor thereof, or transfer all or any of
         their business, properties and assets to Reynolds Tobacco;

                  (ii) any of FSH and GMB may merge or consolidate with each
         other and all of the capital stock of FSH may be transferred to GMB;

                  (iii) after the NGH Acquisition is consummated, Acquisition
         Corp. or NGH (as the surviving corporation of the merger pursuant to
         the NGH Acquisition) may merge or consolidate with any Subsidiary, so
         long as such merger or consolidation is not prohibited by Section
         8.02(c); and

                  (iv) the NGH Acquisition may be consummated so long as, (v)
         immediately prior to the consummation thereof, the NA Divestiture shall
         have been consummated and NGH shall have received aggregate cash
         proceeds of approximately $11,700,000,000 therefrom, (w) prior to or
         concurrently with the consummation thereof, NGH shall have paid all
         Dividends theretofore declared but unpaid, (x) prior to or concurrently
         with the consummation thereof, Acquisition Corp. or NGH (as the
         surviving corporation of the merger pursuant to the NGH Acquisition)
         shall have duly authorized, executed and delivered to the
         Administrative Agent a counterpart of the Subsidiary Guaranty, (y)
         prior to the consummation thereof, the Borrower shall have delivered to
         the Administrative Agent an officer's certificate executed by a senior
         financial officer of the Borrower, which (I) shall contain a
         certification that all of the representations and warranties in Section
         6 are true and correct in all material respects, (II) shall contain a
         representation


                                      -37-
<PAGE>   43

         and warranty that, except for (A) Indebtedness evidenced by the Junior
         Subordinated Debentures, (B) liabilities arising in connection with
         tobacco litigation, (C) NGH's obligation to cash out holders of
         restricted stock of NGH and options to purchase common stock of NGH for
         aggregate cash consideration not to exceed $475,000,000 (which
         obligation shall be satisfied as soon as reasonably practicable after
         the consummation of the NGH Acquisition), (D) liabilities arising under
         non-qualified pension and retiree medical plans of former employees of
         NGH in an aggregate amount not to exceed $20,000,000 and (E) continuing
         indemnity obligations of NGH to NHC for taxes which may be owing for
         tax periods occurring prior to and through and including the Spin-Off
         arising under that certain Tax Sharing Agreement, dated as of June 14,
         1999, among NGH, the Borrower, Reynolds Tobacco and NHC, there shall be
         (immediately after giving effect to the NGH Acquisition) no liabilities
         or obligations of NGH of any nature whatsoever (whether absolute,
         accrued, contingent or otherwise and whether or not due) which, either
         individually or in the aggregate, could reasonably be expected to have
         a material adverse effect on the operations, business, property, assets
         or financial condition of NGH, (III) shall contain a representation and
         warranty that immediately after giving effect to the NGH Acquisition,
         no Default or Event of Default exists and (IV) shall certify compliance
         with each of the foregoing conditions to the consummation of the NGH
         Acquisition and (z) within one week after the consummation thereof, the
         Borrower shall have delivered to the Administrative Agent an officer's
         certificate executed by a senior financial officer of the Borrower,
         which certificate shall certify as to the amount of the cash held by
         Acquisition Corp. or NGH (as the surviving corporation of the merger
         pursuant to the NGH Acquisition) (immediately after giving effect to
         the NGH Acquisition and the payment by Acquisition Corp. or NGH of all
         obligations owing by it as described in clause (y)(II)(C) above) (such
         amount, the "Certified Acquired NGH Cash Amount").

                  (b) The Borrower will not permit any Subsidiary to enter into
any transaction of merger or consolidation with, or to sell or otherwise dispose
of all or any substantial part of its assets, to the Borrower, provided that
Acquisition Corp. or NGH (as the surviving corporation of the merger pursuant to
the NGH Acquisition) may merge or consolidate with, or sell or otherwise dispose
of all or any substantial part of its assets, to the Borrower, so long as (i)
prior to any such transaction, Acquisition Corp. or NGH, as the case may be, has
not theretofore (x) merged or consolidated with any other Subsidiary of the
Borrower (other than Acquisition Corp., in the case of NGH) or (y) engaged in
any tobacco related business and (ii) in the case of a merger or consolidation
of Acquisition Corp. or NGH, as the case may be, with the Borrower, the Borrower
is the surviving corporation of such merger or consolidation.

                  (c) The Borrower will not, and will not permit any Subsidiary
to, liquidate into, or enter into any transaction of merger or consolidation
with, or sell or otherwise dispose of any part of its properties, to any other
Subsidiary (including one formed as a result thereof) if (x) any such
transaction involves a Subsidiary Guarantor and the survivor of such merger or
consolidation or the transferee of such properties or assets is not a Subsidiary
Guarantor or (y) if a Guaranty Event has occurred and is continuing, the Person
that is the survivor of any such merger or consolidation is a Material
Subsidiary and none of the Persons so merging or consolidating were Material
Subsidiaries prior thereto, or the Person that is any such transferee is a
Material


                                      -38-
<PAGE>   44

Subsidiary after giving effect thereto but was not a Material Subsidiary prior
thereto unless, in each case, either (I) the Senior Managing Agents have
consented to such transaction in writing or (II) the new Material Subsidiary
resulting becomes a Subsidiary Guarantor and executes (x) a counterpart of the
Subsidiary Guaranty and (y) if the Security Documents are in effect at such
time, such Security Documents as the Majority SMA shall reasonably request,
with, in the case of this clause (y) such actions having been taken to perfect
the pledge of, and Liens on, the stock and substantially all of the assets of
such new Subsidiary as would have been taken if such new Subsidiary had been a
Subsidiary at the time of the last Trigger Event, all to the reasonable
satisfaction of the Majority SMA, provided that Reynolds Tobacco may transfer,
contribute as a capital contribution or otherwise dispose of properties located
at 1502 State Road, Merry Hill, North Carolina and comprising its AVOCA division
to a newly-formed Subsidiary of Reynolds Tobacco, so long as (i) no Default or
Event of Default is then in existence and (ii) the fair market value of the
assets so transferred (determined in good faith by management of the Borrower)
does not exceed $40,000,000 (the "AVOCA Asset Transfer").

                  8.03 Liens. The Borrower will not, and will not permit any
Subsidiary to, (x) create, incur, assume or suffer to exist any Lien in respect
of Indebtedness upon any property or assets of any kind (real or personal,
tangible or intangible) of the Borrower or any such Subsidiary whether now owned
or hereafter acquired or (y) assign any right to receive income as security for
the payment of Indebtedness, except:

                  (a) Liens encumbering customary initial deposits and margin
         deposits, and other Liens incurred in the ordinary course of business
         and which are within the general parameters customary in the industry,
         securing obligations under Commodities Agreements;

                  (b) Liens securing reimbursement obligations of the Borrower
         and its Subsidiaries with respect to (x) trade letters of credit
         incurred in the ordinary course of business, which are to be repaid in
         full not more than one year after the date originally incurred to
         finance the purchase of goods by the Borrower or any of its
         Subsidiaries, provided that such Liens shall attach only to documents
         or other property relating to such letters of credit and the products
         and proceeds thereof and (y) letters of credit incurred in the ordinary
         course of business in connection with payments of foreign excise taxes
         in respect of tobacco sales, provided that (i) no such letter of credit
         shall have an expiry date later than six months after the date of
         issuance thereof and (ii) such Liens are granted in the ordinary course
         of business;

                  (c) Liens (x) arising pursuant to purchase money mortgages
         securing Indebtedness (and any extensions, renewals or refinancings of
         such Indebtedness to the extent not increasing the outstanding
         principal amount thereof) representing the purchase price (or financing
         of the purchase price within 180 days after the respective purchase) of
         assets acquired after the Original Effective Date, provided that (i)
         any such Liens attach only to the assets so purchased and (ii) the
         Indebtedness (including any such permitted extensions, renewals or
         refinancings) secured by any such Lien does not exceed 100%, nor is
         less than 70%, of the purchase price of the property being purchased
         and (y) existing on specific tangible assets at the time acquired by
         the Borrower or any of its Subsidiaries or on assets of a Person at the
         time such Person first becomes a Subsidiary



                                      -39-
<PAGE>   45

         (together with Liens securing any extensions, renewals or refinancings
         of the Indebtedness secured thereby to the extent not increasing the
         outstanding principal amount thereof), provided that (i) any such Liens
         were not created at the time of or in contemplation of the acquisition
         of such assets or Person by the Borrower and/or its Subsidiaries, (ii)
         in the case of any such acquisition of a Person, any such Lien attaches
         only to a specific tangible asset of such Person and not assets of such
         Person generally and (iii) the Indebtedness secured by any such Lien
         does not exceed 100% of the fair market value of the asset to which
         such Lien attaches, determined at the time of the acquisition of such
         asset or at the time such Person first becomes a Subsidiary, as the
         case may be;

                  (d) Liens created pursuant to the Security Documents and the
         Escrow;

                  (e) Liens resulting from the Borrower or Reynolds Tobacco cash
         collateralizing supersedeas and other appeal bonds, or providing cash
         collateral directly to courts to satisfy such courts' requirements for
         a stay to appeal verdicts, orders and/or judgments, in each case to the
         extent utilizing Permanent Surplus Cash;

                  (f) Existing Liens (and any extensions or renewals of such
         Liens (to the extent included in the definition of Existing Liens) to
         the extent such Liens do not attach to any additional properties and
         the Indebtedness secured thereby is not increased);

                  (g) Liens not otherwise permitted by the foregoing clauses (a)
         through (f) above or succeeding clauses (h) through (j) securing any
         Indebtedness of the Borrower and/or its Subsidiaries, provided that the
         aggregate principal amount of Indebtedness on a consolidated basis
         secured by Liens permitted by this clause (g) shall not exceed
         $100,000,000 at any time;

                  (h) Liens resulting from the Borrower directly cash
         collateralizing PBGC Obligations and/or cash collateralizing bonds in
         support of PBGC Obligations, provided that the sum of (i) the aggregate
         amount of cash that collateralizes PBGC Obligations and/or bonds in
         support of such PBGC Obligations plus (ii) the aggregate stated amounts
         of bonds and letters of credit (including Letters of Credit) issued in
         support of PBGC Obligations (but excluding any portion of the stated
         amounts of such bonds or letters of credit that are cash collateralized
         and thus included pursuant to preceding clause (i)) does not exceed
         $150,000,000;

                  (i) Liens encumbering the deposits of cash and/or cash
         equivalents referred to in Section 8.04(m); and

                  (j) Liens encumbering Borrower Common Stock repurchased in
         accordance with the requirements of Section 8.05(ii) or (iii), to the
         extent that such Liens (x) are created for the sole purpose of securing
         obligations of the Borrower to the agent brokering any such repurchase
         incurred in connection with such repurchase and (y) terminate upon the
         payment of such obligations.



                                      -40-
<PAGE>   46

                  8.04 Indebtedness. The Borrower will not permit any Subsidiary
to contract create, incur, assume or suffer to exist any Indebtedness, except:

                  (a) Indebtedness of the Subsidiary Guarantors under the
         Subsidiary Guaranty;

                  (b) (i) Indebtedness owing by any Subsidiary Guarantor to the
         Borrower or any other Subsidiary Guarantor and (ii) Indebtedness of any
         Subsidiary (other than a Specified Subsidiary) (x) consisting of
         Contingent Obligations in respect of, or (y) constituting reimbursement
         obligations under letters of credit issued in support of, obligations
         (other than Contingent Obligations) of any Subsidiary of the Borrower
         to the extent such other obligations are permitted by this Agreement
         (but excluding any Contingent Obligations in respect of, or
         reimbursement obligations relating to, Independent Litigation Bonds);

                  (c) Obligations under letters of credit described in Section
         8.03(b);

                  (d) Indebtedness of Reynolds Tobacco (x) under any guaranty of
         Permitted Currency Agreements and/or (y) constituting reimbursement
         obligations in respect of Independent Litigation Bonds;

                  (e) Obligations of any Subsidiary (other than any Specified
         Subsidiary) under letters of credit incurred in the ordinary course of
         business in connection with the purchase of tobacco or other products
         or goods for use in the day-to-day operations of the Borrower and its
         Subsidiaries consistent with the Borrower's past practices or then
         current industry practices;

                  (f) Indebtedness secured, in whole or in part, by Liens
         permitted by Section 8.03(e);

                  (g) Existing Debt (and any extensions, renewals or
         refinancings of such Indebtedness to the extent not increasing the
         outstanding principal amount thereof);

                  (h) Indebtedness of Subsidiary Guarantors as guarantors of (x)
         the Borrower's obligations in respect of any Specified Debt (other than
         the Stub Notes) and/or any Supported CP and (y) Reynolds Tobacco's
         obligations in respect of Independent Litigation Bonds;

                  (i) Indebtedness of (I) Reynolds Tobacco (x) owing to R.J.
         Reynolds Tobacco Co., a Delaware corporation, on the Original Effective
         Date, together with any accrued or capitalized interest in respect
         thereof, (y) owing from time to time to FHS and (z) owing from time to
         time to other Subsidiaries of Reynolds Tobacco to the extent arising in
         the normal course of business in connection with their cash management
         systems, (II) after the consummation of the NGH Acquisition, Reynolds
         Tobacco owing from time to time to Acquisition Corp. or NGH (as the
         surviving corporation of the merger pursuant to the NGH Acquisition)
         and (III) after the consummation of the NGH Acquisition, Acquisition
         Corp. or NGH (as the surviving corporation of the merger pursuant to
         the NGH Acquisition) owing from time to time to FHS, in the case of
         clauses (I) and (III) above to the extent such Indebtedness is
         subordinated to the obligations of Reynolds Tobacco,



                                      -41-
<PAGE>   47

         Acquisition Corp. or NGH, as the case may be, under the Subsidiary
         Guaranty pursuant to, and in accordance with the terms of, the
         Intercompany Subordination Agreement;

                  (j) Indebtedness of any Subsidiary (other than any Specified
         Subsidiary) in any manner guaranteeing or intended to guarantee,
         whether directly or indirectly, any leases, dividends or other monetary
         obligations of any Person in which such Subsidiary has an ownership
         interest, provided that the aggregate maximum stated or determinable
         amount (or, if not stated or determinable, the maximum reasonably
         anticipated liability in respect of such Indebtedness as determined in
         good faith by such Subsidiary) of all Indebtedness permitted pursuant
         to this clause (j) shall not exceed at any time an amount in excess of
         $50,000,000;

                  (k) Indebtedness of (i) Subsidiaries of the Borrower (other
         than Reynolds Tobacco, Acquisition Corp. and NGH) owing to Reynolds
         Tobacco to the extent incurred in the ordinary course of business
         consistent with past practices, (ii) Subsidiaries of the Borrower
         (other than Acquisition Corp., NGH and Reynolds Tobacco) owing to
         Acquisition Corp. or NGH (as the surviving corporation of the merger
         pursuant to the NGH Acquisition) to the extent incurred in the ordinary
         course of business or for tax planning purposes, (iii) Subsidiaries
         that are not Subsidiary Guarantors or Specified Subsidiaries to other
         Subsidiaries that are not Subsidiary Guarantors or Specified
         Subsidiaries, and (iv) GMB to FSH and/or FSH to GMB;

                  (l) Indebtedness of Subsidiaries (other than the Specified
         Subsidiaries) not otherwise permitted by the foregoing clauses (a)
         through (k) and succeeding clause (m), provided that the aggregate
         outstanding principal amount of Indebtedness on a consolidated basis
         incurred pursuant to this clause (l) shall not exceed $100,000,000 at
         any time; and

                  (m) after the consummation of the NGH Acquisition,
         Indebtedness evidenced by the Junior Subordinated Debentures, so long
         as (i) the aggregate principal amount thereof at any time outstanding
         does not exceed $101,000,000 (less the amount of any repayments of
         principal thereof after the Restatement Effective Date) and (ii)
         concurrently with the consummation of the NGH Acquisition, the Junior
         Subordinated Debentures shall have been economically defeased by way of
         a deposit and pledge of cash and/or cash equivalents with the trustee
         under the Debenture Indenture in accordance with the requirements of
         Section 10.1(C)(a) of the Debenture Indenture.

                  8.05 Limitation on Dividends. The Borrower will not, declare
or pay any dividends (other than dividends payable solely in its capital stock)
or make, declare or otherwise authorize any return of capital to its
shareholders or make, declare or otherwise authorize any other distribution,
payment or delivery of property or cash to its stockholders as such, or redeem,
retire, purchase or otherwise acquire, directly or indirectly, for a
consideration, any shares of any class of its capital stock now or hereafter
outstanding (or any warrants for or options or stock appreciation rights in
respect of any of such shares but not including any convertible debt), or set
aside any funds for any of the foregoing purposes, or permit any of its
Subsidiaries to purchase or otherwise acquire for consideration any shares of
any class of the capital stock of the Borrower



                                      -42-
<PAGE>   48

now or hereafter outstanding (or any options or warrants or stock appreciation
rights issued by the Borrower with respect to its capital stock) (all of the
foregoing made, declared or authorized after the Original Effective Date,
"Dividends"), provided that so long as no Event of Default then exists in the
case of clauses (i), (ii), (iii), (v) and (vi):

                 (i) the Borrower may issue shares of Borrower Common Stock upon
         the exercise of any warrants or options or upon the conversion or
         redemption of any convertible or redeemable preferred or preference
         stock, and in connection with any such exercise, conversion or
         redemption the Borrower may pay cash in lieu of issuing fractional
         shares of Borrower Common Stock;

                (ii) the Borrower may repurchase Borrower Common Stock (and/or
         options or warrants in respect thereof) pursuant to, and in accordance
         with the terms of, management and/or employee stock plans, provided
         that the aggregate amount of cash paid in respect of all such
         repurchases in any calendar year pursuant to this clause (ii) does not
         exceed $15,000,000;

               (iii) the Borrower may declare and pay, or otherwise pay or make,
         any other Dividend, provided that, at the time it is, in the case of a
         Non-Declared Dividend, paid or made and, in the case of any other
         Dividend, declared or otherwise authorized, the aggregate amount of
         such Dividend, when added to all Non-Declared Dividends theretofore
         paid or made and any other Dividends theretofore declared or otherwise
         authorized (or paid) pursuant to this Section 8.05(iii), after the
         Original Effective Date shall not exceed an amount equal to the sum of
         (x) $500,000,000 plus (y) 50% of Cumulative Adjusted Cash Net Income
         plus (z) the aggregate cash proceeds (net of underwriting discounts and
         commissions) received by the Borrower after the Original Effective Date
         from issuances of its equity securities (provided that the aggregate
         amount of such aggregate net cash proceeds received in any twelve-month
         period shall be deemed not to exceed $250,000,000 for purposes of this
         Section 8.05(iii)), in each case determined at, in the case of a
         Non-Declared Dividend, the date paid or made and, in the case of any
         other Dividend, the date declared or otherwise authorized, provided
         that such Dividend (other than a Dividend that is a Non-Declared
         Dividend) is paid within 90 days of the making of such declaration or
         other authorization, provided that Dividends may only be paid or made
         by the Borrower under this clause (iii) if at the time of, in the case
         of a Non-Declared Dividend, the date paid or made and, in the case of
         any other Dividend, the date declared or otherwise authorized, the
         excess of (i) the sum of the Total Unutilized Commitment and Permanent
         Surplus Cash, in each case at such time, over (ii) the sum of (A) the
         amount of, in the case of a Non-Declared Dividend, the aggregate amount
         of such Non-Declared Dividend plus any other Dividends theretofore
         declared or otherwise authorized but then unpaid and, in the case of
         any other Dividend, the amount thereof so declared or otherwise
         authorized and (B) the outstanding principal or face amount of
         Supported CP at such time, shall equal at least $225,000,000;

                (iv) the Borrower may issue and exchange shares of any class or
         series of its common stock now or hereafter outstanding for shares of
         any other class or series of its common stock now or hereafter
         outstanding;



                                      -43-
<PAGE>   49

                 (v) the Borrower may, in connection with any reclassification
         of its common stock and any exchange permitted by clause (iv) above,
         pay cash in lieu of issuing fractional shares of any class or series of
         its common stock; and

                (vi) after the consummation of the NGH Acquisition (and so long
         as the Borrower has theretofore delivered to the Administrative Agent
         the officer's certificate required to be delivered pursuant to clause
         (z) of Section 8.02(a)(iv)), the Borrower may pay or make Dividends
         with the proceeds of any cash dividends or distribution received by it
         from Acquisition Corp. or NGH (as the surviving corporation of the
         merger pursuant to the NGH Acquisition), provided that the aggregate
         amount of Dividends paid or made by the Borrower pursuant to this
         clause (vi) does not exceed the Certified Acquired NGH Cash Amount.

                  8.06 Transactions with Affiliates. The Borrower will not, and
will not permit any Subsidiary to, enter into any transaction or series of
transactions, whether or not in the ordinary course of business, with any
Affiliate (other than any Wholly-Owned Subsidiary of the Borrower) other than on
terms and conditions substantially as favorable to the Borrower or such
Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time
in a comparable arm's-length transaction with a Person other than an Affiliate;
provided, that the foregoing restrictions shall not apply to: (i) customary fees
paid to members of the Board of Directors of the Borrower and of its
Subsidiaries; (ii) the Distribution Agreement; and (iii) the Transaction.

                  8.07 Consolidated Net Worth. The Borrower will not permit
Consolidated Net Worth to be less than $6,800,000,000 at any time.

                  8.08 Fixed Charge Coverage Ratio. The Borrower will not permit
the ratio of (i) Adjusted Operating Income to (ii) Consolidated Fixed Charges
for any Test Period to be less than 1.10 to 1.00.

                  8.09 Investments. The Borrower will not, and will not permit
any of its Subsidiaries to, purchase or acquire any stock of, or any other
ownership or equity interest in, or make any capital contribution to, any other
Person except pursuant to an acquisition wherein the merger or consolidation,
and/or the consideration paid by the Borrower and/or its Subsidiaries in
connection with such acquisition, is permitted by Section 8.02, provided that
any such acquisition of the stock or interests in a Person that has theretofore
been conducting a business or that theretofore has owned assets and that was not
theretofore a Subsidiary must constitute a Permitted Investment, provided
further that to the extent the AVOCA Asset Transfer takes the form of a capital
contribution to a newly-formed Subsidiary of Reynolds Tobacco, the AVOCA Asset
Transfer shall be permitted to the extent consummated in accordance with the
requirements of the proviso to Section 8.02(c)..

                  8.10 No Negative Pledge. The Borrower shall not, and shall not
permit any Subsidiary to, enter into any agreement or arrangement that prohibits
or restricts (including by requiring ratable sharing of Liens) the Borrower or
any Subsidiary Guarantor from entering into the Security Documents and/or
granting any Lien in favor of the Collateral Agent for the benefit



                                      -44-
<PAGE>   50

of the Secured Creditors other than (i) any ratable sharing of Liens provisions
governing any of the New Senior Notes to the extent such provisions shall be
satisfied by the entering into of the Security Documents and the granting of
Liens thereunder in favor of the Collateral Agent for the benefit of the Secured
Creditors and (ii) any prohibition created in connection with any Lien permitted
by Section 8.03 to the extent applicable only to the property subject to such
Lien.

                  8.11 Prepayments of Indebtedness. The Borrower will not make
any voluntary or optional prepayment on or voluntary or optional redemption,
repurchase or acquisition for value of, any Qualified Stub Notes or New Senior
Notes if after giving effect thereto the aggregate outstanding principal amount
of Qualified Stub Notes and New Senior Notes would be less than $1,000,000,000.

                  SECTION 9.  Events of Default. Upon the occurrence of any of
the following specified events (each, an "Event of Default"):

                  9.01 Payments. The Borrower shall (i) default in the payment
when due of any principal of the Loans or (ii) default, and such default shall
continue for five or more days, in the payment when due of any interest on the
Loans or any Fees or any Unpaid Drawings or any other amounts owing hereunder or
under any other Credit Document; or

                  9.02 Representations, etc. Any representation, warranty or
statement made or deemed made by any Credit Party herein or in any other Credit
Document or in any statement or certificate delivered or required to be
delivered pursuant hereto or thereto shall prove to be untrue in any material
respect on the date as of which made or deemed made; or

                  9.03 Covenants. Any Credit Party shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 7.10, 7.11 or 8, or (b) default in the due performance or observance by
it of any term, covenant or agreement (other than those referred to in Section
9.01, 9.02 or clause (a) of this Section 9.03) contained in this Agreement and
such default shall continue unremedied for a period of at least 30 days after
notice to the Borrower by any Senior Managing Agent or the Required Lenders; or

                  9.04 Default Under Other Agreements. The Borrower or any of
its Subsidiaries shall (i) default in any payment with respect to any
Indebtedness (other than the Obligations) in excess of $75,000,000 individually
or $150,000,000 in the aggregate, for the Borrower and its Subsidiaries, beyond
the period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created or (ii) default in the observance or performance
of any agreement or condition relating to any such Indebtedness or contained in
any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause (determined without regard to whether any notice or lapse of time is
required), any such Indebtedness to become due prior to its stated maturity; or
(b) any such Indebtedness shall be declared to be due and payable, or required
to be prepaid other than by a regularly scheduled required prepayment or as a
mandatory prepayment (unless such required prepayment or



                                      -45-
<PAGE>   51

mandatory prepayment results from a default or an event of the type that
constitutes an Event of Default), prior to the stated maturity thereof; or

                  9.05 Bankruptcy, etc. The Borrower or any of its Material
Subsidiaries shall commence a voluntary case concerning itself under Title 11 of
the United States Code entitled "Bankruptcy," as now or hereafter in effect, or
any successor thereto (the "Bankruptcy Code"); or an involuntary case is
commenced against the Borrower or any of its Material Subsidiaries and the
petition is not controverted within 10 days after service of notice of such case
on the Borrower or such Material Subsidiary, or is not dismissed within 60 days
after commencement of the case; or a custodian (as defined in the Bankruptcy
Code) is appointed for, or takes charge of, all or substantially all of the
property of the Borrower or any of its Material Subsidiaries; or the Borrower or
any of its Material Subsidiaries commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or
hereafter in effect relating to the Borrower or any of its Material
Subsidiaries; or there is commenced against the Borrower or any of its Material
Subsidiaries any such proceeding which remains undismissed for a period of 60
days; or the Borrower or any of its Material Subsidiaries is adjudicated
insolvent or bankrupt; or any order of relief or other order approving any such
case or proceeding is entered; or the Borrower or any of its Material
Subsidiaries suffers any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or unstayed for a
period of 60 days; or the Borrower or any of its Material Subsidiaries makes a
general assignment for the benefit of creditors; or any corporate action is
taken by the Borrower or any of its Material Subsidiaries for the purpose of
effecting any of the foregoing; or

                  9.06 ERISA. (a) A single-employer plan (as defined in Section
4001 of ERISA) maintained or contributed to by any Credit Party or any of its
Subsidiaries or any ERISA Affiliate shall fail to maintain the minimum funding
standard required by Section 412 of the Code for any plan year or part thereof
or a waiver of such standard or extension of any amortization period is sought
or granted under Section 412 of the Code or shall provide security to induce the
issuance of such waiver or extension, (b) any Plan is or shall have been
terminated or the subject of termination proceedings under ERISA or an event has
occurred entitling the PBGC to terminate a Plan under Section 4042(a) of ERISA,
(c) any Plan shall have an Unfunded Current Liability, (d) the Borrower or any
Subsidiary or any ERISA Affiliate has incurred or is likely to incur a material
liability to or on account of a termination of or a withdrawal from a Plan under
Section 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA, (e) the Borrower or
any Subsidiary has incurred after the Original Effective Date liabilities (after
giving effect to any reserves applicable thereto and maintained on the Original
Effective Date) pursuant to one or more employee welfare benefit plans (as
defined in Section 3(1) of ERISA) which provide benefits to retired employees
(other than as required by Section 601 of ERISA) or employee pension benefit
plans (as defined in Section 3(2) of ERISA) (except in each case solely as a
result of a change in estimate or adjustment of liabilities existing on the
Original Effective Date upon the adoption or implementation of Financial
Accounting Statement 106), or (f) the Borrower or any Subsidiary or any ERISA
Affiliate has incurred a liability under Section 409, 502(i) or 502(l) of ERISA
or Section 4971 or 4975 of the Code; and there shall result from any such event
or events described in the preceding clauses of this Section 9.06 the imposition
of a Lien upon the assets of the Borrower or any Subsidiary, the granting of a
security interest, or a liability or a material risk of



                                      -46-
<PAGE>   52

incurring a liability, which Lien, security interest or liability would have a
material adverse effect upon the business, operations or financial condition of
the Borrower and its Subsidiaries taken as a whole; or

                  9.07 Subsidiary Guaranty. The Subsidiary Guaranty or any
provision thereof shall cease to be in full force or effect or any Subsidiary
Guarantor or any Person acting by or on behalf thereof shall deny or disaffirm
such Subsidiary Guarantor's obligations under the Subsidiary Guaranty or any
Subsidiary Guarantor shall default in the due performance or observance of any
term, covenant or agreement on its part to be performed or observed pursuant to
the Subsidiary Guaranty and such default, if a default of the covenant therein
not to violate the provisions of Section 7 hereof, shall continue unremedied for
a period of at least 30 days after written notice to the Borrower from the
Administrative Agent; or

                  9.08 Judgments. One or more judgments or decrees shall be
entered against the Borrower or any of its Material Subsidiaries involving a
liability of $75,000,000 or more in the case of any one such judgment or decree
and $150,000,000 or more in the aggregate for all such judgments and decrees for
the Borrower and its Material Subsidiaries (to the extent not paid or fully
covered by insurance) and any such judgments or decrees shall not have been
vacated, discharged or stayed or bonded pending appeal within 60 days from the
entry thereof; or

                  9.09 Security Documents. At any time the Security Documents
are required to be in effect pursuant to Section 7.11, (a) any Security Document
shall cease to be in full force and effect, or shall cease to give the
Collateral Agent the Liens or any of the material rights, powers and privileges
purported to be created thereby in favor of the Collateral Agent, or (b) any
Credit Party shall default in the due performance or observance of any material
term, covenant or agreement on its part to be performed or observed pursuant to
any such Security Document and such default (other than a default arising from
the failure to deliver collateral) shall continue unremedied for a period of at
least 30 days after written notice to the Borrower by the Collateral Agent;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Lenders, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of any Senior
Managing Agent or any Lender to enforce its claims against the Borrower, except
as otherwise specifically provided for in this Agreement (provided that, if an
Event of Default specified in Section 9.05 shall occur with respect to the
Borrower, the result which would occur upon the giving of written notice by the
Administrative Agent as specified in clauses (i) and (ii) below shall occur
automatically without the giving of any such notice): (i) declare the Total
Commitment terminated, whereupon the Commitment and Swingline Commitment, if
any, of each Lender shall forthwith terminate immediately and any Facility Fee
theretofore accrued shall forthwith become due and payable without any other
notice of any kind; (ii) declare the principal of and any accrued interest in
respect of all Loans and all other Obligations owing hereunder and thereunder to
be, whereupon the same shall become, forthwith due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; (iii) terminate any Letter of Credit which may be
terminated in accordance with its terms; (iv) direct the Borrower to pay (and
the Borrower agrees that upon receipt of such notice, or upon the occurrence of
an Event of Default specified in Section 9.05 with respect to the Borrower, it
will pay) to the Administrative Agent at the Administrative Agent's Office such
additional amounts of cash, to be



                                      -47-
<PAGE>   53

held as security for the Borrower's reimbursement obligations for Drawings that
may subsequently occur thereunder, equal to the aggregate Stated Amount of all
Letters of Credit issued and then outstanding; and/or (v) direct the Collateral
Agent to enforce any or all of the Security Documents then in effect.

                  Notwithstanding anything contained in the foregoing paragraph,
if at any time within 60 days after an acceleration of the Loans pursuant to the
preceding paragraph, the Borrower shall pay all arrears of interest and all
payments on account of principal which shall have become due otherwise than by
acceleration (with interest on principal and, to the extent permitted by law, on
overdue interest, at the rates specified in this Agreement) and all Events of
Default and Defaults (other than non-payment of the principal of and accrued
interest on the Loans, in each case which is due and payable solely by virtue of
acceleration) shall be remedied or waived pursuant to Section 12.12, then
Non-Defaulting Lenders holding at least 66-2/3% of the Adjusted Total Commitment
(which Lenders shall include in any event the Majority SMA), by written notice
to the Borrower, may at their option rescind and annul the acceleration and its
consequences; but such action shall not affect any subsequent Event of Default
or Default or impair any right consequent thereon. The provisions of this
paragraph are intended merely to bind the Lenders to a decision which may be
made at the election of the aforesaid percentage of the Lenders and are not
intended to benefit the Borrower and do not grant the Borrower the right to
require the Lenders to rescind or annul any acceleration hereunder, even if the
conditions set forth herein are met.

                  SECTION 10. Definitions. As used herein, the following terms
shall have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

                  "Absolute Rate" shall mean an interest rate (rounded to the
nearest .0001) expressed as a decimal.

                  "Acquisition Corp." shall mean RJR Acquisition Corp., a
Delaware corporation and shall include the surviving company of the merger of
NGH and Acquisition Corp. pursuant to the NGH Acquisition.

                  "Adjusted Operating Income" shall mean for any period (x) the
consolidated operating income of the Borrower and its Subsidiaries for such
period plus (y) the sum of the consolidated depreciation expense and
consolidated amortization expense of the Borrower and its Subsidiaries for such
period, all as determined in accordance with GAAP, it being understood that the
determination of the amount specified in clauses (x) and (y) shall be made on a
consistent basis with the methodology utilized by the Borrower to determine such
amount on the Original Effective Date, provided that (i) for the purposes of
Section 8.08 only, for any Test Period during which Consolidated Fixed Charges
includes cash taxes paid as a result of any extraordinary sale of assets,
Adjusted Operating Income shall include a portion of the gross cash proceeds
received by the Borrower and its Subsidiaries as a result of such extraordinary
sale of assets equal to the percentage of such gross cash proceeds determined by
dividing the cash taxes paid during such Test Period as a result of such sale by
the aggregate cash taxes payable as a result of such sale, (ii) for the purposes
only of Section 8.08 (to the extent such acquisition resulted in Consolidated



                                      -48-
<PAGE>   54

Capital Expenditures) for any Test Period during which any acquisition of any
Person or business occurs, Adjusted Operating Income shall give pro forma effect
to such acquisition as if it occurred on the first day of such Test Period, and
(iii) for all purposes, Adjusted Operating Income shall be adjusted by
subtracting therefrom the amount of all payments made by the Borrower and its
Subsidiaries during any Test Period pursuant to any settlement with respect to
tobacco liability which otherwise did not reduce Adjusted Operating Income for
such period or prior periods.

                  "Adjusted Percentage" shall mean (x) at a time when no Lender
Default exists, for each Lender such Lender's Percentage and (y) at a time when
a Lender Default exists (i) for each Lender that is a Defaulting Lender, zero
and (ii) for each Lender that is a Non-Defaulting Lender, the percentage
determined by dividing such Lender's Commitment at such time by the Adjusted
Total Commitment at such time, it being understood that all references herein to
Commitments at a time when the Total Commitment has been terminated shall be
references to the Commitments in effect immediately prior to such termination,
provided that (A) no Lender's Adjusted Percentage shall change upon the
occurrence of a Lender Default from that in effect immediately prior to such
Lender Default if after giving effect to such Lender Default, and any repayment
of Loans at such time pursuant to Section 4.02(A) or otherwise, the sum of (i)
the aggregate outstanding principal amount of Loans plus (ii) the Letter of
Credit Outstandings exceeds the Adjusted Total Commitment, (B) the changes to
the Adjusted Percentage that would have become effective upon the occurrence of
a Lender Default but that did not become effective as a result of the preceding
clause (A) shall become effective on the first date after the occurrence of the
relevant Lender Default on which the sum of (i) the aggregate outstanding
principal amount of the Loans plus (ii) the Letter of Credit Outstandings is
equal to or less than the Adjusted Total Commitment and (C) if (i) a
Non-Defaulting Lender's Adjusted Percentage is changed pursuant to the preceding
clause (B) and (ii) any repayment of such Lender's Loans that were made during
the period commencing after the date of the relevant Lender Default and ending
on the date of such change to its Adjusted Percentage must be returned to the
Borrower as a preferential or similar payment in any Bankruptcy or similar
proceeding of the Borrower, then the change to such Non-Defaulting Lender's
Adjusted Percentage effected pursuant to said clause (B) shall be reduced to
that positive change, if any, as would have been made to its Adjusted Percentage
if (x) such repayments had not been made and (y) the maximum change to its
Adjusted Percentage would have resulted in the sum of the outstanding principal
of Revolving Loans made by such Lender plus such Lender's new Adjusted
Percentage of the outstanding principal amount of Swingline Loans and of Letter
of Credit Outstandings equaling such Lender's Commitment at such time.

                  "Adjusted Total Commitment" shall mean at any time the Total
Commitment less the aggregate Commitments of all Defaulting Lenders.

                  "Administrative Agent" shall mean Chase, provided that if
Chase shall cease to constitute a Senior Managing Agent hereunder, the remaining
Senior Managing Agents shall have the option to appoint one of such remaining
Senior Managing Agents as the Administrative Agent.



                                      -49-
<PAGE>   55

                  "Administrative Agent's Office" shall mean the office of the
Administrative Agent located at 270 Park Avenue, New York, New York 10017, or
such other office in New York City as the Administrative Agent may hereafter
designate in writing as such to the other parties hereto.

                  "Affiliate" shall mean, with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with such Person. A Person shall be deemed to control a
corporation if such Person possesses, directly or indirectly, the power (i) to
vote 20% or more of the securities having ordinary voting power for the election
of directors of such corporation or (ii) to direct or cause the direction of the
management and policies of such corporation, whether through the ownership of
voting securities, by contract or otherwise.

                  "Aggregate Outstandings" shall have the meaning provided in
Section 4.02(A).

                  "Agreement" shall mean the Original Credit Agreement as
amended and restated pursuant to this Amended and Restated Credit Agreement, as
so amended and restated and as the same may be further amended, restated,
modified and/or supplemented from time to time.

                  "Applicable Credit Rating" shall mean the highest rating level
(a rating level being, e.g., each of BBB-, BBB and BBB+, in the case of S&P)
assigned by each Rating Agency to any of the Long Term Debt Issues of the
Borrower.

                  "Applicable Eurodollar Margin" shall mean, in respect of each
Interest Period commencing during a period set forth below, the percentage set
forth below opposite such period below:

                                                              Applicable
                  Period                                      Eurodollar Margin
                  ------                                      -----------------
                  Level II NIG Period                         1.500%
                  Level I NIG Period                          1.500%
                  Minimum Investment Grade Period             1.500%
                  Increased Investment Grade Period           1.375%
                  Maximum Investment Grade Period             1.250%

                  "Applicable Facility Fee Percentage" shall mean, at any time
during a period set forth below, the percentage set forth opposite such period
below:

                                                               Applicable
                  Period                                       Fee Percentage
                  ------                                       --------------

                  Level II NIG Period                          1.500%



                                      -50-
<PAGE>   56

                  Level I NIG Period                           1.250%

                  Minimum Investment Grade Period              1.000%

                  Increased Investment Grade Period             .875%

                  Maximum Investment Grade Period               .750%

                  "Applicable Reference Rate Margin" shall mean, at any time
during a period set forth below, the percentage set forth opposite such period
below:

                                                               Applicable
                                                               Reference
                  Period                                       Rate Margin
                  ------                                       -----------

                  Level II NIG Period                          .500%
                  Level I NIG Period                           .500%
                  Minimum Investment Grade Period              .500%
                  Increased Investment Grade Period            .375%
                  Maximum Investment Grade Period              .250%

                  "Approved Alternate Currency" shall mean Euros, Deutsche Marks
and Swiss Francs.

                  "Assignment Agreement" shall have the meaning provided in
Section 12.04(b)(A).

                  "Authorized Officer" shall mean any senior officer of the
Borrower designated as such in writing to the Senior Managing Agents by the
Borrower, in each case to the extent acceptable to the Majority SMA.

                  "AVOCA Asset Transfer" shall have the meaning provided in
Section 8.02(c).

                  "Bankruptcy Code" shall have the meaning provided in Section
9.05.

                  "Barclays" shall mean Barclays Bank PLC and any successor
corporation thereto by merger, consolidation or otherwise.

                  "Base Rate" shall mean, for any day, the publicly announced
prime rate on such date of Chase.

                  "Bidder" shall mean each Lender that has notified in writing
(and has not withdrawn such notice) the Administrative Agent that it desires to
participate generally in the bidding arrangements relating to Competitive Bid
Borrowings.



                                      -51-
<PAGE>   57

                  "Borrower" shall mean R.J. Reynolds Tobacco Holdings, Inc., a
Delaware corporation.

                  "Borrower Common Stock" shall mean the common stock of the
Borrower.

                  "Borrowing" shall mean and include (i) the incurrence of
Swingline Loans from the Swingline Lenders on a pro rata basis on a given date,
(ii) the incurrence of one Type of Loan by the Borrower from all of the Lenders
on a pro rata basis on a given date (or resulting from conversions on a given
date), having in the case of Eurodollar Loans the same Interest Period, provided
that Reference Rate Loans incurred pursuant to Section 1.11(b) shall be
considered part of any related Borrowing of Eurodollar Loans and (iii) a
Competitive Bid Borrowing.

                  "BTCo" shall mean Bankers Trust Company and any successor
corporation thereto by merger, consolidation or otherwise.

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

                  "Capital Lease," as applied to any Person, shall mean any
lease of any property (whether real, personal or mixed) by that Person as lessee
which, in conformity with GAAP, is, or is required to be, accounted for as a
capital lease on the balance sheet of that Person.

                  "Capitalized Lease Obligations" shall mean all obligations
under Capital Leases of the Borrower or any of its Subsidiaries in each case
taken at the amount thereof accounted for as liabilities in accordance with
GAAP.

                  "Certified Acquired NGH Cash Amount" shall have the meaning
provided in Section 8.02(iv).

                  "Change of Control" shall mean and include (a) at any time
Continuing Directors shall not constitute a majority of the Board of Directors
of the Borrower; and/or (b) any Person or group (as such term is defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), shall acquire, directly or indirectly, beneficial ownership
(within the meaning of Rule 13d-3 and 13d-5 of the Exchange Act) of 30% or more,
on a fully diluted basis, of the economic or voting interest in the Borrower's
capital stock.

                  "Chase" shall mean The Chase Manhattan Bank and any successor
corporation thereto by merger, consolidation or otherwise.

                  "Citibank" shall mean Citibank, N.A. and any successor
corporation thereto by merger, consolidation or otherwise.



                                      -52-
<PAGE>   58

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to the Code are to the Code, as in effect at the
date of this Agreement and any subsequent provisions of the Code, amendatory
thereof, supplemental thereto or substituted therefor.

                  "Collateral" shall have the meaning provided in Section
7.11(b).

                  "Collateral Agent" shall mean the Administrative Agent acting
as Collateral Agent under the Security Documents.

                  "Commitment" shall mean, with respect to each Lender, the
amount set forth opposite such Lender's name in Annex I hereto, as the same may
be reduced from time to time pursuant to Section 3.02, 3.03, 9 and/or
12.04(b)(A).

                  "Committed Loans" shall mean Revolving Loans and Swingline
Loans.

                  "Commodities Agreement" shall mean any forward contract,
futures contract, option contract or similar agreement or arrangement, in each
case intended to protect the Persons entering into same from fluctuations in the
price of, or shortage of supply of, commodities.

                  "Competitive Bid Borrowing" shall mean a Borrowing of
Competitive Bid Loans pursuant to Section 1.04 with respect to which the
Borrower has requested that the Lenders offer to make Competitive Bid Loans at
Absolute Rates.

                  "Competitive Bid Loans" shall have the meaning provided in
Section 1.01(D).

                  "Confidential Information" shall have the meaning provided in
Section 12.15.

                  "Computation Date" shall mean the last Business Day of each
month and any other date specified in writing by a Letter of Credit Issuer with
respect to an Existing Letter of Credit, or any replacement or renewal thereof.

                  "Consolidated Capital Expenditures" shall mean, for any
period, the aggregate of all expenditures (whether paid in cash or accrued as
liabilities and including in all events all amounts expended or capitalized
under Capital Leases but excluding any amount representing capitalized interest)
by the Borrower and its Subsidiaries during that period that, in conformity with
GAAP, are or are required to be included as additions during such period to
property, plant or equipment reflected in a consolidated balance sheet of the
Borrower and its Subsidiaries, provided that (x) except as set forth in clause
(y) below, Consolidated Capital Expenditures shall in any event include the
purchase price paid in connection with the acquisition of any Person (including
through the purchase of all of the capital stock or other ownership interests of
such Person, or through merger or consolidation with any Person but not
including any capital contribution that forms or establishes any Subsidiary)
whether or not allocable to property, plant and equipment and (y) Consolidated
Capital Expenditures shall in any event exclude (A) expenditures made in
connection with the replacement, substitution or restoration of assets (i) to
the extent financed from insurance proceeds paid on account of the loss of or
damage to the assets being replaced or restored or (ii) with awards of
compensation arising from the taking by



                                      -53-
<PAGE>   59

eminent domain or condemnation of the assets being replaced, (B) the purchase
price paid by the Borrower in connection with the NGH Acquisition and (C) the
purchase price paid by the Borrower or any of its Subsidiaries in connection
with any Investment Equities.

                  "Consolidated Cash Interest Expense" shall mean, for any
period, (x) (i) consolidated interest expense of the Borrower and its
Subsidiaries, but excluding, however, to the extent included in such
consolidated interest expense, (I) non-cash interest expense, (II) amortization
of debt issuance cost and (III) following the consummation of the NGH
Acquisition, interest expense of NGH payable in respect of the Junior
Subordinated Debentures during such period less (ii) consolidated cash interest
income of the Borrower and its Subsidiaries, but excluding, however, to the
extent included in such consolidated interest income, interest income of NGH
receivable in respect of the cash and/or cash equivalents referred to in Section
8.04(m) plus (y) cash dividends paid on all preferred stock of the Borrower and
its Subsidiaries during such period, it being understood that the determination
of the amounts specified in clauses (x)(i)(I) and (x)(i)(II) shall be made on a
consistent basis with the methodology utilized by the Borrower to determine such
amounts on the Original Effective Date.

                  "Consolidated Fixed Charges" shall mean, for any period, the
sum, without duplication, of (A) the amounts for such period of (i) Consolidated
Cash Interest Expense, (ii) cash taxes paid during such period (other than (x)
any such cash taxes paid as result of the International Tobacco Sale (as defined
in the Original Credit Agreement) and (y) cash taxes paid to the extent (and
only to the extent) that such taxes were due and payable solely as a result of
the NGH Acquisition), and (iii) Consolidated Capital Expenditures, all as
determined on a consolidated basis for the Borrower and its Subsidiaries in
accordance with GAAP, it being understood that the determination of the amounts
specified in clause (iii) shall be made on a consistent basis with the
methodology utilized by the Borrower to determine such amount on the Original
Effective Date plus (B) all Dividends paid by the Borrower during such period
pursuant to Section 8.05(ii), (iii) or (v).

                  "Consolidated Net Worth" shall mean, as at any date of
determination, the stockholders' equity of the Borrower determined in accordance
with GAAP and as would be reflected on a consolidated balance sheet of the
Borrower and its Subsidiaries only prepared as of such date (it being understood
that determinations of such amounts shall be made on a consistent basis with the
methodology utilized by the Borrower to determine such amounts on the Original
Effective Date); provided that, notwithstanding the foregoing (and
notwithstanding any differing treatment by GAAP of the assets acquired by the
Borrower pursuant to the NGH Acquisition), on and after the consummation of the
NGH Acquisition, Consolidated Net Worth as otherwise determined above shall be
adjusted by adding thereto an amount equal to the remainder of (x) the Certified
Acquired NGH Cash Amount less (y) the amount of the increase in the
stockholders' equity of the Borrower resulting from the NGH Acquisition as of
such date, as determined in accordance with GAAP and as would be reflected on a
consolidated balance sheet of the Borrower and its Subsidiaries prepared as of
such date.

                  "Contingent Obligations" shall mean, as to any Person, any
obligation of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other monetary obligations including
reimbursement obligations in respect of litigation bonds (the



                                      -54-
<PAGE>   60

"primary obligations") of any other Person (the "primary obligor") in any
manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent, (a) to purchase any such
primary obligation or any property constituting direct or indirect security
therefor, (b) to advance or supply funds (i) for the purchase or payment of any
such primary obligation or (ii) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation or (d)
otherwise to assure or hold harmless the owner of such primary obligation
against loss in respect thereof; provided, however, that the term Contingent
Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the lesser of (x) the
maximum stated or determinable amount of such Contingent Obligation and (y) the
stated or determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good faith.

                  "Continuing Director" shall mean, at any date, an individual
(x) who is a member of the Board of Directors of the Borrower on the date of
this Agreement, (y) who, as at such date, has been a member of such Board of
Directors for at least the twelve preceding months, or (z) who has been
nominated to be a member of such Board of Directors by a majority of the other
Continuing Directors then in office.

                  "Continuing Lender" shall mean, at any time, each Lender which
has a Maturity Date which is the Facility Maturity Date.

                  "Credit Documents" shall mean this Agreement, the Notes, the
Subsidiary Guaranty, the Intercompany Subordination Agreement and, once executed
and delivered and in effect, the Security Documents.

                  "Credit Event" shall mean and include the making of a Loan
and/or the issuance of a Letter of Credit.

                  "Credit Lyonnais" shall mean Credit Lyonnais New York Branch
and any successor corporation thereto by merger, consolidation or otherwise.

                  "Credit Party" shall mean each of the Borrower and each
Subsidiary Guarantor.

                  "Credit Rating" shall mean (i) the Applicable Credit Rating
assigned by each Rating Agency, if such Applicable Credit Ratings are the same
or (ii) if the Applicable Credit Ratings assigned by the Rating Agencies differ,
the lower of the Applicable Credit Ratings assigned by the Rating Agencies.

                  "CSFB" shall mean Credit Suisse First Boston and any successor
corporation thereto by merger, consolidation or otherwise.



                                      -55-
<PAGE>   61

                  "Cumulative Adjusted Cash Net Income" shall mean, at any time
for any determination thereof, the sum of (i) consolidated net income of the
Borrower and its Subsidiaries, determined in accordance with GAAP, for the
period (taken as one accounting period) commencing July 1, 1999 and ending on
the last day of the last fiscal quarter of the Borrower then ended plus (ii) all
losses from debt retirement deducted in determining such consolidated net income
of the Borrower and its Subsidiaries for the period referred to in clause (i)
above plus (iii) all cash dividends actually received from NHC during such
period to the extent not included in clause (i) above plus (iv) all trademark
and goodwill amortization deducted in determining such consolidated net income,
reduced by any tax benefit relating thereto included in determining such
consolidated net income for such period.

                  "Currency Agreement" shall mean any foreign exchange contract,
currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement designed to protect the Persons entering into same
against fluctuations in currency values.

                  "Debenture Indenture" shall mean that certain Second
Supplemental Indenture, dated as of September 16, 1998, between NGH and The Bank
of New York, as trustee, supplemental to that certain Indenture, dated as of
September 21, 1995, among NGH and The Bank of New York, as trustee.

                  "Default" shall mean any event, act or condition which with
notice or lapse of time, or both, would constitute an Event of Default other
than an Event of Default under Section 9.08.

                  "Defaulting Lender" shall mean any Lender with respect to
which a Lender Default is in effect.

                  "Designated Issuers" shall mean Chase, BTCo, Credit Lyonnais,
Barclays and CSFB, in each case, so long as such entity remains a Lender
hereunder.

                  "Distribution Agreement" shall mean the Distribution
Agreement, among RJR Nabisco Holdings Corp., the Borrower and Reynolds Tobacco
in the form of the draft delivered to, and found acceptable by, the Original
Senior Managing Agents prior to the Original Effective Date, as the same may be
changed, modified or amended with the consent of the Senior Managing Agents.

                  "Dividends" shall have the meaning provided in Section 8.05.

                  "Drawing" shall have the meaning provided in Section 2.04(b).

                  "Eligible Transferee" shall mean and include a commercial
Lender, financial institution or other "accredited investor" (as defined in SEC
Regulation D); provided that Eligible Transferee shall not include any Person
(or any Affiliate thereof) who competes with the Borrower and its Subsidiaries
in the tobacco business.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder. Sec-



                                      -56-
<PAGE>   62

tion references to ERISA are to ERISA, as in effect at the date of this
Agreement and any subsequent provisions of ERISA, amendatory thereof,
supplemental thereto or substituted therefor.

                  "ERISA Affiliate" shall mean each person (as defined in
Section 3(9) of ERISA) which together with the Borrower, any Subsidiary or any
Credit Party would be deemed to be a "single employer" within the meaning of
Section 414(b), (c), (m) or (o) of the Code.

                  "Escrow" shall have the meaning provided in the definition of
Specified Debt.

                  "Eurodollar Loans" shall mean each Revolving Loan bearing
interest at the rates provided in Section 1.09(b).

                  "Eurodollar Rate" shall mean, with respect to each day during
each Interest Period for a Eurodollar Loan, the rate of interest determined on
the basis of the rate for deposits in Dollars for a period equal to such
Interest Period commencing on the first day of such Interest Period appearing on
Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business
Days prior to the beginning of such Interest Period. In the event that such rate
does not appear on Page 3750 of the Telerate Service (or otherwise on such
service), the "Eurodollar Rate" shall be determined by reference to such other
publicly available service for displaying eurodollar rates as may be agreed upon
by the Administrative Agent and the Borrower or, in the absence of such
agreement, the "Eurodollar Rate" shall instead be the rate per annum announced
by the Administrative Agent as the rate at which the Administrative Agent is
offered Dollar deposits at or about 10:00 A.M., New York time, two Business Days
prior to the beginning of such Interest Period, in the interbank eurodollar
market where the eurodollar and foreign currency and exchange operations in
respect of its Eurodollar Loans are then being conducted for delivery on the
first day of such Interest Period for the number of days comprised therein and
in an amount comparable to the amount of its Eurodollar Loan to be outstanding
during such Interest Period.

                  "Event of Default" shall have the meaning provided in Section
9.

                  "Existing Debt" shall mean the Indebtedness of the Borrower
and its Subsidiaries outstanding on the Original Effective Date and set forth in
Annex VII, provided that such Indebtedness shall not exceed $200,000,000 in
aggregate outstanding principal amount.

                  "Existing Foreign Currency Debt" shall mean (i) the 5%/10%
Dual Coupon/Dual Currency Swiss Franc/U.S. Dollar Bonds due 2001 and (ii) the
6-7/8% Deutsche Mark Bearer Bonds due 2000.

                  "Existing Letter of Credit" shall mean those letters of credit
listed on Annex III to this Agreement that were outstanding prior to the
Original Effective Date and became Letters of Credit hereunder on the Original
Effective Date.

                  "Existing Liens" shall mean the Liens on the assets and
properties of the Borrower and its Subsidiaries outstanding on the Original
Effective Date and set forth in Annex VI, provided that the Indebtedness secured
by all such Liens shall not have exceeded $20,000,000 in aggregate outstanding
principal amount.



                                      -57-
<PAGE>   63

                  "Expected Total Commitment" shall mean, at any time of
determination with respect to any future date, the Adjusted Total Commitment in
effect at such time of determination less the aggregate Commitments of all
Non-Defaulting Lenders with a Maturity Date prior to such future date.

                  "Extension Date" shall mean May 19, 2002.

                  "Facility Fee" shall have the meaning provided in Section
3.01(a).

                  "Facility Maturity Date" shall mean May 19, 2003, as such date
may be extended pursuant to Section 1.14.

                  "Facing Fee" shall have the meaning provided in Section
3.01(c).

                  "Federal Funds Rate" shall mean for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.

                  "Fees" shall mean all amounts payable pursuant to, or referred
to in, Section 3.01.

                  "Final Maturity Date" of any Lender, as at any date of
determination, shall mean the latest Maturity Date of such Lender at such time.

                  "Final Swingline Maturity Date" shall mean the date which is
five Business Days prior to the Facility Maturity Date.

                  "First Maturity Date" of any Lender, as at any date of
determination, shall mean the earliest Maturity Date of such Lender at such
time.

                  "FSH" shall mean FHS, LLC, a Delaware limited liability
company.

                  "Fuji" shall mean The Fuji Bank, Limited and any successor
corporation thereto by merger, consolidation or otherwise.

                  "GAAP" shall mean generally accepted accounting principles in
the United States of America as in effect from time to time; it being understood
and agreed that determinations in accordance with GAAP for purposes of Section
8, including defined terms as used therein, shall be made pursuant to Section
12.07(a).

                  "GMB" shall mean GMB, Inc., a North Carolina corporation.

                  "Government Acts" shall have the meaning provided in Section
2.06(a).



                                      -58-
<PAGE>   64

                  "Granting Lender" shall have the meaning provided in Section
12.04.

                  "Guaranteed L/C Obligations" shall mean the reimbursement
obligations of the Borrower in respect of letters of credit (other than Letters
of Credit) issued for its account to the extent such reimbursement obligations
are guaranteed by Reynolds Tobacco.

                  "Guaranty Event" shall mean that the Applicable Credit Rating
issued by at least one Rating Agency is at least one level below the Minimum
Investment Grade Rating.

                  "Hedging Agreements" shall mean and include Commodities
Agreements, Currency Agreements and Interest Rate Agreements and all other
similar hedging arrangements.

                  "Increased Investment Grade Period" shall mean any period
during which the Credit Rating at all times is the Increased Investment Grade
Rating.

                  "Increased Investment Grade Rating" shall mean the rating
assigned by each Rating Agency which is one rating level above the Minimum
Investment Grade Rating, it being understood that as of the date of this
Agreement the "Increased Investment Grade Rating" of S&P is BBB and the
"Increased Investment Grade Rating" of Moody's is Baa2.

                  "Indebtedness" of any Person shall mean (i) all indebtedness
of such Person for borrowed money, (ii) the deferred purchase price of assets or
services which in accordance with GAAP would be shown on the liability side of
the balance sheet of such Person, (iii) the face amount of all letters of credit
issued for the account of such Person and, without duplication, all drafts drawn
thereunder until reimbursed in full, (iv) the stated amount of all litigation
bonds issued for the account of such Person and without duplication of all
payments made thereunder until reimbursed in full, (v) all Indebtedness of a
second Person secured by any Lien on any property owned by such first Person,
whether or not such Indebtedness has been assumed, (vi) all Capitalized Lease
Obligations of such Person, (vii) all obligations of such Person to pay a
specified purchase price for goods or services whether or not delivered or
accepted, i.e., take-or-pay and similar obligations, (viii) all obligations of
such Person under Hedging Agreements and (ix) all Contingent Obligations of such
Person, provided that Indebtedness shall not include (x) trade payables and
accrued expenses, in each case arising in the ordinary course of business and
(y) any obligation of the Borrower or any Subsidiary thereof to purchase tobacco
and/or other products, services and produce utilized in its business pursuant to
agreements entered into in the ordinary course of business on a basis consistent
with the Borrower's past practices or then current industry practices; and
provided further, that (a) for the purposes of Section 9.04, the amount of
Indebtedness represented by any Hedging Agreement shall be at any time the
unrealized net loss position, if any, of the Borrower and/or its Subsidiaries
thereunder on a marked to market basis determined no more than one month prior
to such time and (b) for the purposes of determining the Indebtedness permitted
to be secured by Section 8.03(g) or outstanding under Section 8.04(l), the
amount of Indebtedness included in such determination that is attributable to
all Hedging Agreements secured or permitted thereunder, as the case may be,
shall be the Net Termination Value, if any, of all such Hedging Agreements.



                                      -59-
<PAGE>   65

                  "Independent Litigation Bond" shall mean any surety bond,
judgment bond or other bond or insurance policy issued for bonding litigation
judgments for appeal, other than any such bond or insurance policy that has been
fully cash collateralized (to the satisfaction of the Majority SMA) by the
Borrower or Reynolds Tobacco or which is supported by Letters of Credit issued
hereunder in the full stated amount of such bond or insurance policy.

                  "Intercompany Subordination Agreement" shall have the meaning
provided in Section 5.01K.

                  "Interest Period" shall mean, with respect to any Loan, the
interest period applicable thereto, as determined pursuant to Section 1.10.

                  "Interest Rate Agreement" shall mean any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest
rate futures contract, interest rate option contract or other similar agreement
or arrangement.

                  "Investment Equities" shall mean and include (x) equity
securities (i) of any entity in which the Borrower and its Subsidiaries do not
collectively own more than 5% of the outstanding equity securities of such
entity, (ii) which are listed and regularly traded on a nationally recognized
U.S. stock exchange or market and (iii) which are not restricted as to resale by
the Borrower or its Subsidiaries (whether by contract, law or otherwise) and (y)
preferred stock of any investment vehicle owned by the Borrower or any of its
Subsidiaries, so long as (i) such investment vehicle invests solely in debt
securities and (ii) the aggregate amount of cash used to acquire such preferred
stock after the Original Effective Date does not exceed $15,000,000.

                  "Junior Subordinated Debentures" shall mean NGH's 9-1/2%
Junior Subordinated Debentures due 2047, issued pursuant to the Debenture
Indenture.

                  "Lender" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Lender Default" shall mean (i) the refusal (which has not
been retracted) of a Lender to make available its portion of any Borrowing or to
fund its portion of any unreimbursed payment under Section 2.03(c) or (ii) a
Lender having notified any Senior Managing Agent and/or the Borrower that it
does not intend to comply with its obligations under Section 1.01(A) or 1.01(C)
or under Section 2.03(c), in the case of either (i) or (ii) as a result of the
appointment of a receiver or conservator with respect to such Lender at the
direction or request of any regulatory agency or authority.

                  "Letter of Credit" shall mean each standby letter of credit
issued pursuant to Section 2.01.

                  "Letter of Credit Fee" shall have the meaning provided in
Section 3.01(b).



                                      -60-
<PAGE>   66

                  "Letter of Credit Issuer" shall mean and include (i) each of
the Designated Issuers and (ii) each other Lender requested by the Borrower to
issue Letters of Credit to the extent consented to by such Lender.

                  "Letter of Credit Outstandings" shall mean, at any time, the
sum of, without duplication, (i) the aggregate Stated Amount of all outstanding
Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings in
respect of all Letters of Credit.

                  "Letter of Credit Request" shall have the meaning provided in
Section 2.02.

                  "Level I NIG Period" shall mean any period during which the
Credit Rating is at all times the Level I NIG Rating.

                  "Level I NIG Rating" shall mean the rating assigned by each
Rating Agency which is one level below the Minimum Investment Grade Rating, it
being understood that as of the Restatement Effective Date the "Level I NIG
Rating" of S&P is BB+ and the "Level I NIG Rating" of Moody's is Ba1.

                  "Level II NIG Period" shall mean any period during which the
Credit Rating is at all times below the Level I NIG Rating.

                  "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any agreement (other than
customary negative pledge clauses) to give any of the foregoing, any conditional
sale or other title retention agreement or any lease in the nature thereof).

                  "Loan" shall mean any Competitive Bid Loan, Revolving Loan or
Swingline Loan.

                  "Long Term Debt Issues" shall mean, with respect to the
Borrower, each issuance of long-term senior debt of the Borrower which ranks on
a parity, as to payment and security, with the Loans.

                  "Long-Term Commitment" shall mean, with respect to each
Lender, the amount set forth opposite such Lender's name under the heading
"Long-Term Commitment" in Annex I hereto, as the same may be reduced from time
to time pursuant to Section 3.02, 3.03, 9 and/or 12.04(b)(A).

                  "Majority SMA" shall mean, at any time, at least one-half in
number of the Senior Managing Agents.

                  "Mandatory Borrowing" shall have the meaning provided in
Section 1.01(C).

                  "Margin Stock" shall have the meaning provided in Regulation
U.

                  "Material Adverse Effect" shall mean (i) a material adverse
effect on the operations, business, property, assets or financial condition of
the Borrower and its Subsidiaries



                                      -61-
<PAGE>   67

taken as a whole and/or (ii) in the case of Section 5.01G and Section 6.04, a
material adverse effect on the prospects of the Borrower and its Subsidiaries
taken as a whole, provided that (w) neither the existence of the Permitted
Obligations described in clause (ix) of the definition thereof nor the issuance
of Letters of Credit to support such Permitted Obligations shall constitute a
Material Adverse Effect, (x) the existence of any action, suit, proceeding or
inquiry or the rendering of any verdict or entry of any order, injunction or
judgment thereunder will not have a Material Adverse Effect, or a material
adverse effect on the rights or remedies of the Lenders or the ability of any
Credit Party to perform its obligations to the Lenders hereunder or under any
other Credit Documents to which it is party unless such action, suit, proceeding
or verdict, order, injunction and/or judgment has also been designated in
writing by the Required Lenders as having such a Material Adverse Effect or
material adverse effect, as the case may be, (y) the existence of, or the
rendering of any verdict or entry of any order, injunction or judgment in, any
action, suit, proceeding or inquiry listed on Annex IV will not have a Material
Adverse Effect for purposes of Section 5.01G and Section 6.04 and (z) (I) the
existence of, or the rendering of, any verdict or entry of any order, injunction
or judgment that in each case can be stayed pending appeal (but only for so long
as such stay can still be obtained) or that is stayed pending appeal and (II)
the posting of a supersedeas or other appeal bond in respect of any verdict,
order or judgment shall not, in each case, in and of itself have a Material
Adverse Effect for purposes of Section 5.01F or Section 6.09, even if such
verdict, order or judgment could be viewed as having a material adverse effect
on future litigation prospects, unless such verdict, order or judgment results
in an actual material adverse effect on the operations, business, property,
assets or financial condition of the Borrower and its Subsidiaries taken as a
whole.

                  "Material Subsidiary" shall mean and include Reynolds Tobacco,
Acquisition Corp., each of the Specified Subsidiaries and each other Subsidiary
(including any Person first becoming a Subsidiary upon consummation of a
Permitted Investment) to the extent that (x) the aggregate book value of the
assets of such other Subsidiary, determined on a consolidating basis, is equal
to or more than $100,000,000 or (y) the net sales of such other Subsidiary
during its then most recently ended fiscal year, determined on a consolidating
basis, were equal to or more than $75,000,000 provided that such net sales shall
be determined on a pro forma basis for the 12 months last ended when determining
whether any Person that is the survivor of any merger or consolidation or that
is the transferee of any property or assets from other Subsidiaries of the
Borrower is a Material Subsidiary.

                  "Maturity Date" of any Lender shall mean (i) in the case of a
Non-Extending Lender, with respect to the Commitment of, and outstanding
Revolving Loans made by, such Non-Extending Lender, November 18, 2001, (ii) in
the case of any Lender other than a Non-Extending Lender, with respect to the
Short-Term Commitment of, and related outstanding Revolving Loans made by, each
Lender, November 18, 2001 and (iii) in the case of any Lender other than a
Non-Extending Lender, with respect to the Long-Term Commitment of, and related
outstanding Revolving Loans made by, such Lender, May 19, 2003, as such date may
be extended for such Lender pursuant to Section 1.14.

                  "Maximum Investment Grade Period" shall mean any period during
which the Credit Rating is at all times above the Increased Investment Grade
Rating.



                                      -62-
<PAGE>   68

                  "Minimum Borrowing Amount" shall mean (i) with respect to a
Borrowing of Revolving Loans, $10,000,000 and (ii) with respect to a Borrowing
of Swingline Loans, $5,000,000.

                  "Minimum Investment Grade Period" shall mean any period during
which the Credit Rating is at all times the Minimum Investment Grade Rating.

                  "Minimum Investment Grade Rating" shall mean the lowest rating
level established as investment grade by each Rating Agency; it being understood
that, as of the date of this Agreement, the "Minimum Investment Grade Rating" of
S&P is BBB- and the "Minimum Investment Grade Rating" of Moody's is Baa3.

                  "Moody's" shall mean Moody's Investors Service, Inc., or any
successor corporation thereto.

                  "NA" shall mean Nabisco Holdings, N.A., a Delaware
corporation.

                  "NA Divestiture" shall mean the sale by NGH of all of the
capital stock of NA to PM pursuant to, and in accordance with the terms of, the
NA Merger Agreement.

                  "NA Merger Agreement" shall mean the Agreement and Plan of
Merger dated as of June 25, 2000, among NGH, NA and PM, as the same may be
amended, modified or supplemented from time to time in accordance with the terms
thereof.

                  "Net Termination Value" shall mean at any time, with respect
to all Hedging Agreements for which a Net Termination Value is being determined,
the excess, if positive, of (i) the aggregate of the unrealized net loss
position of the Borrower and/or its Subsidiaries under each of such Hedging
Agreements on a marked to market basis determined no more than one month prior
to such time less (ii) the aggregate of the unrealized net gain position of the
Borrower and/or its Subsidiaries under each of such Hedging Agreements on a
marked to market basis determined no more than one month prior to such time.

                  "New Senior Notes" shall mean senior notes of the Borrower
issued after May 1, 1999 on terms specified in the Borrower's Preliminary
Offering Memorandum dated April 29, 1999 relating to the issuance of such notes
(a copy of which was delivered to the Original Senior Managing Agents prior to
the Original Execution Date) or otherwise on terms reasonably satisfactory to
the Senior Managing Agents, which term shall not include any Stub Notes or the
Existing Foreign Currency Debt.

                  "NGH" shall mean Nabisco Group Holdings Corp., a Delaware
corporation and shall include the surviving company of the merger of Acquisition
Corp. and NGH pursuant to the NGH Acquisition.

                  "NGH Acquisition" shall mean the Borrower's acquisition of all
of the capital stock of NGH for aggregate cash consideration of approximately
$9,800,000,000 by way of a one-step merger of NGH with Acquisition Corp.,
pursuant to, and in accordance with the terms



                                      -63-
<PAGE>   69

of, the NGH Merger Agreement, with Acquisition Corp. or NGH (at the election of
the Borrower) to be the surviving corporation of such merger.

                  "NGH Merger Agreement" shall mean the Agreement and Plan of
Merger dated as of June 25, 2000, among the Borrower, NGH and Acquisition Corp.,
as the same may be amended, modified or supplemented from time to time in
accordance with the terms thereof.

                  "NHC" shall mean Nabisco Holdings Corp., a Delaware
corporation.

                  "Non-Continuing Lender" shall mean, at any time, each Lender
which is not a Continuing Lender at such time.

                  "Non-Declared Dividend" shall mean and include, as to any
Person, (i) the redemption, retirement, purchase, or other acquisition, directly
or indirectly, for a consideration, of any shares of any class of its capital
stock or of any other equity interests of such Person outstanding on the
Original Effective Date or thereafter (or any warrants for or options or stock
or similar appreciation rights in respect of any such shares or equity interests
but not including any convertible debt) or the setting aside of any funds for
any of the foregoing purposes and (ii) the making or payment of any other
Dividend on or after the Original Effective Date by such Person which does not
require or involve a declaration or authorization by such Person.

                  "Non-Defaulting Lender" shall mean and include each Lender
other than a Defaulting Lender.

                  "Non-Extending Lender" shall mean, at any time, each Lender
which does not have a Long-Term Commitment at such time (or, if the Total
Commitment has been terminated, did not have a Long-Term Commitment immediately
prior to such termination).

                  "Note" shall have the meaning provided in Section 1.06(a).

                  "Notice of Borrowing" shall have the meaning provided in
Section 1.03(a).

                  "Notice of Competitive Bid Borrowing" shall have the meaning
provided in Section 1.04(a).

                  "Notice of Conversion" shall have the meaning provided in
Section 1.07.

                  "Notifying SL Lender" shall have the meaning provided in
Section 1.01(C).

                  "Obligations" shall mean all amounts, direct or indirect,
contingent or absolute, of every type or description, and at any time existing,
owing to any Senior Managing Agent, the Administrative Agent or any Lender
pursuant to the terms of this Agreement or any other Credit Document.

                  "Original Effective Date" shall mean the "Closing Date" under,
and as defined in, the Original Credit Agreement.



                                      -64-
<PAGE>   70

                  "Original Execution Date" shall mean the "Execution Date"
under, and as defined in, the Original Credit Agreement.

                  "Original Senior Managing Agents" shall mean the "Senior
Managing Agents", as such term is defined in the Original Credit Agreement.

                  "Participant" shall have the meaning provided in Section
2.03(a).

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

                  "PBGC Obligations" shall mean the obligations imposed by the
PBGC on the Borrower and its Subsidiaries in connection with the Transactions
(as defined in the Original Credit Agreement) pursuant to that certain
Agreement, dated as of May 20, 1999 and amended as of June 14, 1999, by and
among the PBGC, NGH and the Borrower.

                  "Percentage" shall mean at any time for each Lender, the
percentage obtained by dividing such Lender's Commitment by the Total
Commitment, provided that at any time when the Total Commitment shall have been
terminated each Lender's Percentage shall be the percentage obtained by dividing
such Lender's outstanding Revolving Loans by the aggregate outstanding Revolving
Loans.

                  "Permanent Surplus Cash" shall mean cash on hand and cash
equivalents (including marketable securities) at the Borrower and its Domestic
Subsidiaries that (x) has not been designated to be used to pay income, excise
or other taxes or to make settlement payments in respect of tobacco liability or
(y) is not on deposit in the Escrow, provided that the lesser of $100,000,000
and the total amount of cash on hand in the cash management systems of the
Borrower and its Domestic Subsidiaries shall be excluded from Permanent Surplus
Cash.

                  "Permitted Currency Agreement" shall mean any Currency
Agreement entered into in the ordinary course of business by the Borrower with
any Lender or Lenders (and/or their affiliates) to the extent consistent with
the practices of the Borrower and its Subsidiaries prior to the Original
Effective Date or with then current practices in the industry.

                  "Permitted Investment" shall mean the acquisition of a Person
that theretofore has been conducting a business or that theretofore has owned
assets and was not a Subsidiary prior to such acquisition to the extent that (i)
all or substantially all of the purchase price would constitute Consolidated
Capital Expenditures and (ii) such Person shall not be a Material Subsidiary
after giving effect to such acquisition unless such acquisition has been
consented to in writing by the Senior Managing Agents or such Person becomes a
Subsidiary Guarantor upon the consummation of such acquisition and takes all of
the actions specified in clause (y)(II) of Section 8.02(c).

                  "Permitted Litigation Bonding" shall mean the making of
deposits with the proceeds of Loans and/or the issuance of Letters of Credit, in
each case for the purposes of bonding litigation judgments entered against any
Credit Party after the Restatement Effective Date, provided that, at the time of
the making of any such Loan or issuance of any such Letter of



                                      -65-
<PAGE>   71

Credit, and after giving effect to any usage by the Credit Parties of Permanent
Surplus Cash to effect such bonding of litigation judgments, the amount of
Permanent Surplus Cash shall be zero, provided further, however, that, in the
event a bonding company requires its bond to be supported by a letter of credit
instead of cash, Letters of Credit will be available for bonding litigation
judgments before all such Permanent Surplus Cash has been utilized for such
purpose, if and only if the Letters of Credit so issued are cash collateralized
with the Permanent Surplus Cash otherwise required to be used for such purpose
pursuant to cash collateral arrangements in form and substance satisfactory to
the Majority SMA.

                  "Permitted Obligations" shall mean and include obligations (i)
to pay taxes, (ii) to pay import duties, to post customs bonds and otherwise in
connection with customs and trade laws, (iii) to purchase equipment or fixtures
and otherwise in connection with capital expenditures, (iv) in connection with
the importation or purchase of tobacco or other products or goods for use in the
day-to-day operations of the Borrower its Subsidiaries consistent with the
Borrower's practices in effect prior to the Original Effective Date or with then
current practices in the industry, (v) to make utility payments, (vi) in
connection with worker's compensation obligations or other employee disability
obligations, (vii) to provide credit support for any of the foregoing, (viii) in
respect of employee loans made in connection with transfers, (ix) to provide
credit support for suppliers and distributors in the ordinary course of
business, (ix) imposed by the PBGC in connection with the Transactions (as
defined in the Original Credit Agreement), provided that the aggregate Stated
Amount of the Letter of Credit issued in connection with such PBGC Obligations,
when aggregated with the sum of (x) the aggregate amount of cash that
collateralizes PBGC Obligations and/or bonds in support of such PBGC Obligations
plus (y) the aggregate stated amounts of bonds and any other letters of credit
issued in support of PBGC Obligations (but excluding any portion of the stated
amounts of bonds or other letters of credit that are cash collateralized
pursuant to preceding clause (x)), shall not exceed $150,000,000 and (x) to
support Indebtedness supported by Existing Letters of Credit on the Restatement
Effective Date.

                  "Person" shall mean any individual, partnership, joint
venture, firm, corporation, association, trust or other enterprise or any
government or political subdivision or any agency, department or instrumentality
thereof.

                  "Plan" shall mean any multiemployer or single-employer plan as
defined in Section 4001 of ERISA, which is maintained or contributed to by (or
to which there is an obligation to contribution of), or at any time during the
five calendar years preceding the date of this Agreement was maintained or
contributed to by (or to which there is an obligation to contribution of),
Holdings, a Subsidiary, a Credit Party or an ERISA Affiliate.

                  "PM" shall mean Phillip Morris Companies, Inc., a Virginia
corporation.

                  "Projections" shall have the meaning provided in Section
5.01I.

                  "Qualified Stub Notes" shall mean Stub Notes with no scheduled
principal payment due prior to May 19, 2003.



                                      -66-
<PAGE>   72

                  "Rating Agency" shall mean each of S&P and Moody's.

                  "Reference Rate" shall mean, at any time, the higher of (x)
the rate which is 1/2 of 1% in excess of the Federal Funds Rate and (y) the Base
Rate as in effect from time to time.

                  "Reference Rate Loan" shall mean each Revolving Loan or
Swingline Loan bearing interest at the rates provided in Section 1.09(a).

                  "Register" shall have the meaning provided in Section 1.06(d).

                  "Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing reserve requirements.

                  "Regulation U" shall mean Regulation U of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing margin requirements.

                  "Replaced Lender" shall have the meaning provided in Section
1.15.

                  "Replacement Lender" shall have the meaning provided in
Section 1.15.

                  "Reply Date" shall have the meaning provided in Section
1.04(b).

                  "Reportable Event" shall mean an event described in Section
4043(c) of ERISA with respect to a Plan as to which the 30-day notice
requirement has not been waived by the PBGC.

                  "Required Lenders" shall mean at any time Non-Defaulting
Lenders holding more than 50% of the Adjusted Total Commitment (or, if the Total
Commitment has been terminated, of the Adjusted Total Commitment as in effect
immediately prior to such termination).

                  "Response Date" shall have the meaning provided in Section
1.14.

                  "Restatement Effective Date" shall have the meaning provided
in Section 5.01.

                  "Restatement Execution Date" shall have the meaning provided
in Section 12.10.

                  "Revolving Loan" shall have the meaning provided in Section
1.01(A).

                  "Reynolds Tobacco" shall mean R.J. Reynolds Tobacco Company, a
New Jersey corporation.

                  "S&P" shall mean Standard & Poor's Ratings Services, a
division of McGraw-Hill, Inc., or any successor thereto.

                  "SEC" shall have the meaning provided in Section 7.01(f).



                                      -67-
<PAGE>   73

                  "SEC Regulation D" shall mean Regulation D as promulgated
under the Securities Act of 1933, as amended, as the same may be in effect from
time to time.

                  "Secured Creditors" shall mean and include with respect to any
Collateral (i) all Lenders (including in their capacity as Letter of Credit
Issuers or parties to Hedging Agreements) and their affiliates and other Hedging
Agreements parties as provided in the Security Documents, (ii) all holders of
the Existing Foreign Currency Debt to the extent the Lien sharing provisions of
the Existing Foreign Currency Debt require them to be secured by such Collateral
and (iii) all holders of New Senior Notes to the extent the Lien sharing
provisions of the New Senior Notes require them to be secured by such
Collateral.

                  "Security Documents" shall have the meaning provided in
Section 7.11(b).

                  "Senior Managing Agent" shall mean and include (i) at all
times on or prior to November 18, 2001, Chase, BTCo, Citibank, Credit Lyonnais,
CSFB, Fuji and Barclays, and any successor to any thereof appointed pursuant to
Section 11.09 on or prior to such date and (ii) thereafter, Chase, Citibank,
CSFB and any successor to any thereof appointed pursuant to Section 11.09 prior
to November 18, 2001, and any successor to any of the foregoing appointed
pursuant to Section 11.09 after November 18, 2001.

                  "Short-Term Commitment" shall mean, with respect to each
Lender, the amount set forth opposite such Lender's name under the heading
"Short-Term Commitment" in Annex I hereto, as the same may be reduced from time
to time pursuant to Section 3.02, 3.03, 9 and/or 12.04(b)(A).

                  "SPC" shall have the meaning provided in Section 12.04.

                  "Specified Debt" shall mean and include (x) all Indebtedness
for borrowed money of the Borrower (including Stub Notes and the Existing
Foreign Currency Debt) other than (i) any Indebtedness for borrowed money
outstanding under this Agreement, (ii) Stub Notes with principal payments due
earlier than May 19, 2003 to the extent an amount equal to the principal
payments so due has been escrowed for the payment thereof pursuant to
arrangements (the "Escrow") reasonably satisfactory to the Majority SMA, (iii)
Qualified Stub Notes and/or New Senior Notes in an aggregate principal amount of
up to $500,000,000 and (iv) Supported CP, (y) the full stated amount of all
outstanding Independent Litigation Bonds issued for the account of the Borrower
or Reynolds Tobacco (other than any portion thereof that has been cash
collateralized or supported by Letters of Credit) and (z) all Guaranteed L/C
Obligations.

                  "Specified Subsidiaries" shall mean GMB and FSH.

                  "Spin-Off" shall have the meaning provided in the Original
Credit Agreement.

                  "Stated Amount" of any Letter of Credit shall mean the maximum
amount available to be drawn thereunder, determined without regard to whether
any conditions to drawing could then be met.



                                      -68-
<PAGE>   74

                  "Stub Notes" shall mean any outstanding senior notes of the
Borrower issued on or prior to May 1, 1999 other than any thereof constituting
Existing Foreign Currency Debt, which Stub Notes aggregated approximately
$356,000,000 in outstanding principal amount on November 17, 2000.

                  "Subsidiary" of any Person shall mean and include (i) any
corporation more than 50% of whose stock of any class or classes having by the
terms thereof ordinary voting power to elect a majority of the directors of such
corporation (irrespective of whether or not at the time stock of any class or
classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time owned by such Person directly
or indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries has more than a 50% equity interest at the time. Unless otherwise
expressly provided, all references herein to "Subsidiary" shall mean a
Subsidiary of the Borrower.

                  "Subsidiary Guarantor" shall mean each Subsidiary of the
Borrower that has executed and delivered the Subsidiary Guaranty.

                  "Subsidiary Guaranty" shall have the meaning provided in
Section 5.01J.

                  "Supported CP" shall mean outstanding commercial paper issued
by the Borrower to the extent the credit rating assigned to such commercial
paper by any rating agency is premised on the liquidity support provided by this
Agreement.

                  "Swingline Commitment" shall mean for each Swingline Lender,
$16,666,666.66.

                  "Swingline Lender" shall mean and include each of Chase, BTCo,
Citibank, Credit Lyonnais, Fuji, Barclays and CSFB, in each case, so long as
such entity constitutes a Lender hereunder.

                  "Swingline Loans" shall have the meaning provided in Section
1.01(B).

                  "Swingline Maturity Date" of any Swingline Lender shall mean
the date which is five Business Days prior to the Final Maturity Date for the
Commitments and Revolving Loans of such Swingline Lender.

                  "Syndication Agents" shall mean Citibank and CSFB.

                  "Taxes" shall have the meaning provided in Section 4.04(a).

                  "Test Period" shall mean for any determination under Section
8.08, the four consecutive fiscal quarters of the Borrower then last ended.

                  "Total Commitment" shall mean the sum of the Commitments of
each Lender.



                                      -69-
<PAGE>   75

                  "Total Swingline Commitment" shall mean the sum of the
Swingline Commitments of each of the Swingline Lenders, provided that the Total
Swingline Commitment shall not at any time exceed the Total Commitment.

                  "Total Unutilized Commitment" shall mean the excess of (x) the
Total Commitment over (y) the sum of (i) the aggregate outstanding principal
amount of all Revolving Loans, Swingline Loans and Competitive Bid Loans and
(ii) the Letter of Credit Outstandings.

                  "Transaction" shall mean collectively, (i) the entering into
of this Agreement, (ii) the occurrence of the Restatement Effective Date, and
(iii) the payment of all fees and expenses incurred in connection with the
foregoing.

                  "Trigger Event" shall mean that the Applicable Credit Rating
issued by each Rating Agency is at least one level below the Minimum Investment
Grade Rating or that the Applicable Credit Rating issued by either Rating Agency
is at least two levels below the Minimum Investment Grade Rating.

                  "Type" shall mean any type of Loan determined with respect to
the interest option applicable thereto, i.e., a Reference Rate Loan or
Eurodollar Loan.

                  "UCC" shall mean the Uniform Commercial Code.

                  "Unfunded Current Liability" of any Plan shall mean the
amount, if any, by which the present value of the accrued benefits under such
Plan as of the close of its most recent plan year, determined in accordance with
Statement of Financial Accounting Standards No. 35, based upon the actuarial
assumptions used by such Plan's actuary in the most recent annual valuation of
such Plan, exceeds the fair market value of the assets allocable thereto,
determined in accordance with Section 412 of the Code.

                  "Unpaid Drawing" shall have the meaning provided in Section
2.04(a).

                  "Wholly-Owned Subsidiary" of any Person shall mean any
Subsidiary of such Person to the extent all of the capital stock or other
ownership interests in such Subsidiary, other than directors' or nominees'
qualifying shares, is owned directly or indirectly by such Person.

                  "Written" or "in writing" shall mean any form of written
communication or a communication by means of telex, telecopier device, telegraph
or cable.

                  SECTION 11.  The Senior Managing Agents.

                  11.01 Appointment. Each Lender hereby irrevocably designates
and appoints Chase, BTCo, Citibank, Credit Lyonnais, CSFB, Fuji and Barclays as
Senior Managing Agents (such term to include any of the Senior Managing Agents
acting as Administrative Agent or Syndication Agent and the Administrative Agent
acting as Collateral Agent) of such Lender to act as specified herein and in the
other Credit Documents, and each such Lender hereby irrevocably authorizes
Chase, BTCo, Citibank, Credit Lyonnais, CSFB, Fuji and Barclays, as the Senior
Managing Agents for such Lender, to take such action on its behalf under the
provisions



                                      -70-
<PAGE>   76

of this Agreement and the other Credit Documents and to exercise such powers and
perform such duties as are expressly delegated to the respective Senior Managing
Agents by the terms of this Agreement and the other Credit Documents, together
with such other powers as are reasonably incidental thereto. Each Senior
Managing Agent agrees to act as such upon the express conditions contained in
this Section 11. Notwithstanding any provision to the contrary elsewhere in this
Agreement, no Senior Managing Agent shall have any duties or responsibilities,
except those expressly set forth herein or in the other Credit Documents, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against any Senior Managing Agent. The provisions
of this Section 11 are solely for the benefit of the Senior Managing Agents and
the Lenders, and no Credit Party shall have any rights as a third party
beneficiary of any of the provisions hereof, provided that the Borrower shall
have the rights granted to it pursuant to Section 11.09. In performing its
functions and duties under this Agreement, each Senior Managing Agent shall act
solely as agent of the Lenders and does not assume and shall not be deemed to
have assumed any obligation or relationship of agency or trust with or for
either Credit Party. No Lender which is a Managing Agent, Co-Agent or
Participant (as such Lender may be designated as such pursuant to the signature
pages hereto) shall have any duties or obligations in its capacity as such under
this Agreement.

                  11.02 Delegation of Duties. Each Senior Managing Agent may
execute any of its duties under this Agreement or any other Credit Document by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. No Senior Managing
Agent shall be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care except to the extent
otherwise required by Section 11.03.

                  11.03 Exculpatory Provisions. No Senior Managing Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement (except for its or
such Person's own gross negligence or willful misconduct) or (ii) responsible in
any manner to any of the Lenders for any recitals, statements, representations
or warranties made by the Borrower, any Subsidiary or any of their respective
officers contained in this Agreement, any other Credit Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by any Senior Managing Agent under or in connection with, this
Agreement or any other Credit Document or for any failure of the Borrower or any
Subsidiary or any of their respective officers to perform its obligations
hereunder or thereunder. No Senior Managing Agent shall be under any obligation
to any Lender to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement, or to
inspect the properties, books or records of the Borrower or any Subsidiary. No
Senior Managing Agent shall be responsible to any Lender for the effectiveness,
genuineness, validity, enforceability, collectibility or sufficiency of this
Agreement or any Credit Document or for any representations, warranties,
recitals or statements made herein or therein or made in any written or oral
statement or in any financial or other statements, instruments, reports,
certificates or any other documents in connection herewith or therewith
furnished or made by any Senior Managing Agent to the Lenders or by or on behalf
of the Borrower to any Senior Managing Agent or any Lender or be required to
ascertain or inquire as



                                      -71-
<PAGE>   77

to the performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained herein or therein or as to the use of the
proceeds of the Loans or of the existence or possible existence of any Default
or Event of Default.

                  11.04 Reliance by Senior Managing Agents. Each Senior Managing
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any note, writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, facsimile transmission, telex or teletype message,
statement, order 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, without
limitation, counsel to the Credit Parties), independent accountants and other
experts selected by such Senior Managing Agent. Each Senior Managing Agent shall
be fully justified in failing or refusing to take any action under this
Agreement or any other Credit Document unless it shall first receive such advice
or concurrence of the Required Lenders as it deems appropriate or it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. Each Senior Managing Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
other Credit Documents in accordance with a request of the Required Lenders (or
to the extent specifically provided in Section 12.12, all the Lenders), and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders.

                  11.05 Notice of Default. No Senior Managing Agent shall be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless such Senior Managing Agent has received notice from a
Lender or the Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". In the
event that any Senior Managing Agent receives such a notice, such Senior
Managing Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders;
provided, that, unless and until the Administrative Agent shall have received
such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interests of
the Lenders.

                  11.06 Non-Reliance on Senior Managing Agents and Other
Lenders. Each Lender expressly acknowledges that no Senior Managing Agent nor
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates have made any representations or warranties to it and that no act by
any Senior Managing Agent hereafter taken, including any review of the affairs
of the Borrower or any Subsidiary, shall be deemed to constitute any
representation or warranty by any Senior Managing Agent to any Lender. Each
Lender represents to each Senior Managing Agent that it has, independently and
without reliance upon any Senior Managing Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, assets, operations, property,
financial and other conditions, prospects and creditworthiness of the Borrower
and its Subsidiaries and made its own decision to make its Loans hereunder and
enter into this Agreement. Each Lender also represents that it will,
independently and without reliance upon any Senior Managing Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at



                                      -72-
<PAGE>   78

the time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement, and to make such investigation
as it deems necessary to inform itself as to the business, assets, operations,
property, financial and other condition, prospects and creditworthiness of the
Borrower and its Subsidiaries. Except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Administrative Agent
hereunder, no Senior Managing Agent shall have any duty or responsibility to
provide any Lender with any credit or other information concerning the business,
operations, assets, property, financial and other conditions, prospects or
creditworthiness of the Borrower or any of its Subsidiaries which may come into
the possession of such Senior Managing Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

                  11.07 Indemnification. The Lenders agree to indemnify each
Senior Managing Agent in its capacity as such ratably according to their
aggregate Commitments (or, if the Total Commitment has been terminated, their
aggregate Commitments as in effect immediately prior to such termination), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, reasonable expenses or disbursements of any
kind whatsoever which may at any time (including, without limitation, at any
time following the payment of the Obligations) be imposed on, incurred by or
asserted against such Senior Managing Agent in its capacity as such in any way
relating to or arising out of this Agreement or any other Credit Document, or
any documents contemplated by or referred to herein or the transactions
contemplated hereby or any action taken or omitted to be taken by any Senior
Managing Agent under or in connection with any of the foregoing, but only to the
extent that any of the foregoing is not paid by the Borrower or any of its
Subsidiaries; provided that no Lender shall be liable to any Senior Managing
Agent for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from such Senior Managing Agent's gross negligence or willful
misconduct. If any indemnity furnished to any Senior Managing Agent for any
purpose shall, in the opinion of such Senior Managing Agent, be insufficient or
become impaired, such Senior Managing Agent may call for additional indemnity
and cease, or not commence, to do the acts indemnified against until such
additional indemnity is furnished. The agreements in this Section 11.07 shall
survive the payment of all Obligations.

                  11.08 Senior Managing Agents in Their Individual Capacities.
Each Senior Managing Agent and its affiliates may make loans to, accept deposits
from and generally engage in any kind of business with the Borrower and its
Subsidiaries as though such Senior Managing Agent were not a Senior Managing
Agent hereunder. With respect to the Loans made by it and all Obligations owing
to it, each Senior Managing Agent shall have the same rights and powers under
this Agreement as any Lender and may exercise the same as though it were not a
Senior Managing Agent, and the terms "Lender" and "Lenders" shall include each
Senior Managing Agent in its individual capacity.

                  11.09 Successor Senior Managing Agents, etc. (a) Any Senior
Managing Agent may resign as a Senior Managing Agent upon 20 days' notice to the
Lenders, provided that prior to, and as a condition of, the last remaining
Senior Managing Agent so resigning, the Required Lenders shall appoint from
among the Lenders a successor Senior Managing Agent for the Lenders subject to
prior approval by the Borrower (such approval not to be unreasonably



                                      -73-
<PAGE>   79

withheld, provided that such Lender agrees to assume the Swingline Commitment of
such Senior Managing Agent in full), whereupon such successor agent shall
succeed to the rights, powers and duties of the Senior Managing Agents, and the
term "Senior Managing Agents" shall include such successor agent effective upon
its appointment, and the resigning Senior Managing Agent's rights, powers and
duties as a Senior Managing Agent shall be terminated, without any other or
further act or deed on the part of such former Senior Managing Agent or any of
the parties to this Agreement.

                  (b) In the case of any Senior Managing Agent which ceases to
constitute a "Senior Managing Agent" on November 19, 2001 in accordance with the
requirements of the definition of "Senior Managing Agent" contained herein, all
rights, powers and duties of such Senior Managing Agent as a "Senior Managing
Agent" shall be terminated, without any other or further act or deed on the part
of such former Senior Managing Agent or any of the parties to this Agreement.

                  (c) After any retiring Senior Managing Agent's resignation
hereunder as a Senior Managing Agent pursuant to Section 11.09(a) or the
termination of such Senior Managing Agent's rights, powers and duties pursuant
to Section 11.09(b), the provisions of this Section 11 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was a
Senior Managing Agent under this Agreement.

                  SECTION 12.  Miscellaneous.

                  12.01 Payment of Expenses, etc. The Borrower agrees to: (i)
pay all reasonable out-of-pocket costs and expenses of (x) the Senior Managing
Agents, whether or not the transactions herein contemplated are consummated, in
connection with the negotiation, preparation, execution and delivery of the
Credit Documents and the documents and instruments referred to therein and any
amendment, waiver or consent relating thereto (including, without limitation,
the reasonable fees and disbursements of White & Case LLP but of no other
counsel) and (y) each Senior Managing Agent and each of the Lenders in
connection with the enforcement of the Credit Documents and the documents and
instruments referred to therein (including, without limitation, the reasonable
fees and disbursements of counsel for each Senior Managing Agent and for each of
the Lenders); (ii) pay and hold each of the Lenders harmless from and against
any and all present and future stamp and other similar taxes with respect to the
foregoing matters and save each of the Lenders harmless from and against any and
all liabilities with respect to or resulting from any delay or omission (other
than to the extent attributable to such Lender) to pay such taxes; and (iii)
indemnify each Lender, its affiliates and their respective officers, directors,
employees, representatives, agents and affiliates from and hold each of them
harmless against any and all losses, liabilities, claims, damages or expenses
incurred by any of them as a result of, or arising out of, or in any way related
to, or by reason of, any investigation, litigation or other proceeding (whether
or not any Lender is a party thereto) related to the entering into and/or
performance of any Credit Document or the use of the proceeds of any Loans
hereunder or the Transaction or the consummation of any other transactions
contemplated in any Credit Document, including, without limitation, the
reasonable fees and disbursements of counsel incurred in connection with any
such investigation, litigation or other proceeding (but excluding



                                      -74-
<PAGE>   80

any such losses, liabilities, claims, damages or expenses to the extent incurred
by reason of the gross negligence or willful misconduct of the Person to be
indemnified).

                  12.02 Right of Setoff. In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence of an Event of Default, each
Lender is hereby authorized at any time or from time to time, without
presentment, demand, protest or other notice of any kind to either Credit Party
or to any other Person, any such notice being hereby expressly waived, to set
off and to appropriate and apply any and all deposits (general or special) and
any other Indebtedness at any time held or owing by such Lender (including,
without limitation, by branches and agencies of such Lender wherever located) to
or for the credit or the account of either Credit Party against and on account
of the Obligations and liabilities of such Credit Party to such Lender under
this Agreement or under any of the other Credit Documents, including, without
limitation, all interests in Obligations of such Credit Party purchased by such
Lender pursuant to Section 12.06(b), and all other claims of any nature or
description arising out of or connected with this Agreement or any other Credit
Document, irrespective of whether or not such Lender shall have made any demand
hereunder and although said Obligations, liabilities or claims, or any of them,
shall be contingent or unmatured.

                  12.03 Notices. Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile transmission or cable communication)
and mailed, telegraphed, telexed, telecopied, cabled or delivered, if to a
Credit Party, at the address specified opposite its signature below or in the
other relevant Credit Documents, as the case may be; if to any Lender, at its
address specified for such Lender on Annex II hereto; or, at such other address
as shall be designated by any party in a written notice to the other parties
hereto. All such notices and communications shall be telegraphed, telexed,
telecopied, or cabled or sent by overnight courier, and shall be effective when
received.

                  12.04 Benefit of Agreement. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto, provided that no Credit Party may
assign or transfer any of its interests hereunder, except to the extent any such
assignment results from the consummation of a transaction permitted under
Section 8.02, without the prior written consent of the Lenders and provided
further that the rights of each Lender to transfer, assign or grant
participations in its rights and/or obligations hereunder shall be limited as
set forth below in this Section 12.04, provided that nothing in this Section
12.04 shall prevent or prohibit any Lender from pledging its rights under this
Agreement and/or its Loans and/or Note hereunder to a Federal Reserve Lender in
support of borrowings made by such Lender from such Federal Reserve Lender.

                  (b) Each Lender shall have the right to transfer, assign or
grant participations in all or any part of its remaining rights and obligations
hereunder on the basis set forth below in this clause (b).

                  (A) Assignments. At any time, each Lender may assign pursuant
to an Assignment Agreement substantially in the form of Exhibit E-2 hereto
(each, an "Assignment



                                      -75-
<PAGE>   81

Agreement") all or a portion of its rights and obligations hereunder pursuant to
this clause (b)(A) to (x) one or more Lenders and/or their affiliates or (y)
with the consent of the Administrative Agent and so long as no Event of Default
then exists with the consent of the Borrower (which consent shall not be
unreasonably withheld), one or more other Eligible Transferees, provided that
any such assignment pursuant to clause (y) above shall be in the aggregate
amount of at least $5,000,000, except to the extent that after giving effect to
such assignment such Lender's Commitment is reduced to zero. Any assignment to
another Lender pursuant to this clause (b)(A) will become effective upon the
payment to the Administrative Agent by (I) either the assigning or the assignee
Lender or (II) in the case of an assignment pursuant to Section 1.15, the
Replacement Lender, of a nonrefundable assignment fee of $3,500 and the
recording by the Administrative Agent of such assignment, and the resultant
effects thereof on the Commitments (and the Short-Term Commitments and Long-Term
Commitments, if any) of the assigning Lender and the assignee Lender, in the
Register, the Administrative Agent hereby agreeing to effect such recordation no
later than five Business Days after its receipt of a written notification by the
assigning Lender and the assignee Lender of the proposed assignment, provided
that the Administrative Agent shall not be required to (but may if it so elects)
so record any assignment in the Register on or after the date on which any
proposed amendment, modification or supplement in respect of this Agreement has
been circulated to the Lenders for approval until the earlier of (x) the
effectiveness of such amendment, modification or supplement in accordance with
Section 12.12 or (y) 30 days following the date on which such proposed
amendment, modification or supplement was circulated to the Lenders. Assignments
pursuant to this clause (b)(A) to any Person not theretofore a Lender hereunder
will only be effective if the Administrative Agent shall have received a written
notice in the form of Exhibit E-1 hereto from the assigning Lender and the
assignee Lender and payment of a nonrefundable assignment fee of $3,500 to the
Administrative Agent by (I) either the assigning or the assignee Lender or (II)
in the case of an assignment pursuant to Section 1.15, the Replacement Lender.
No later than five Business Days after its receipt of such written notice, the
Administrative Agent will record such assignment, and the resultant effects
thereof on the Commitment (and the Short-Term Commitment and Long-Term
Commitment, if any) of the assigning Lender, in the Register, at which time such
assignment shall become effective, provided that the Administrative Agent shall
not be required to (but may if it so elects) record any assignment in the
Register on or after the date on which any proposed amendment, modification or
supplement in respect of this Agreement has been circulated to the Lenders for
approval until the earlier of (x) the effectiveness of such amendment,
modification or supplement in accordance with Section 12.12 or (y) 30 days
following the date on which such proposed amendment, modification or supplement
was circulated to the Lenders. Upon the effectiveness of any assignment pursuant
to this clause (b)(A), (x) the assignee will become a "Lender" for all purposes
of this Agreement and the other Credit Documents with a Commitment (and a
Short-Term Commitment and Long-Term Commitment, if applicable) as so recorded by
the Administrative Agent in the Register, and to the extent of such assignment,
the assigning Lender shall be relieved of its obligations hereunder with respect
to the portion of its Commitment (and Short-Term Commitment and Long-Term
Commitment, if applicable) being assigned, (y) Annex I shall be deemed to be
amended to reflect the Commitment (and Short-Term Commitment and Long-Term
Commitment) of the respective assignee and of the other Lenders and (z) the
Borrower shall issue new Notes (in exchange for the Note of the assigning
Lender) to the assigning Lender (to the extent such Lender's



                                      -76-
<PAGE>   82

Commitment is not reduced to zero as a result of such assignment) and to the
assignee Lender, in each case to the extent requested by the assigning Lender or
assignee Lender, as the case may be, in conformity with the requirements of
Section 1.06 to the extent needed to reflect the revised Commitments of such
Lenders. The Administrative Agent will (x) notify each Letter of Credit Issuer
within 5 Business Days of the effectiveness of any assignment hereunder and (y)
prepare on the last Business Day of each calendar quarter during which an
assignment has become effective pursuant to this clause (b)(A) a new Annex I
giving effect to all such assignments effected during such quarter and will
promptly provide same to the Borrower and each of the Lenders.

                  (B) Participations. Each Lender may transfer, grant or assign
participations in all or any part of such Lender's interests and obligations
hereunder pursuant to this clause (b)(B) to any Eligible Transferee, provided
that (i) such Lender shall remain a "Lender" for all purposes of this Agreement
and the transferee of such participation shall not constitute a Lender hereunder
and (ii) no participant under any such participation shall have rights to
approve any amendment to or waiver of this Agreement or any other Credit
Document except to the extent such amendment or waiver would (x) extend the
final scheduled maturity of any of the Loans or the Commitment in which such
participant is participating, (y) reduce the interest rate (other than as a
result of waiving the applicability of any post-default increases in interest
rates) or Fees applicable to any of the Loans, Commitments or Letters of Credit
or postpone the payment of any thereof or (z) release Reynolds Tobacco from the
Subsidiary Guaranty. In the case of any such participation, the participant
shall not have any rights under this Agreement or any of the other Credit
Documents (the participant's rights against the granting Lender in respect of
such participation to be those set forth in the agreement with such Lender
creating such participation) and all amounts payable by the Borrower hereunder
shall be determined as if such Lender had not sold such participation, provided
that such participant shall be entitled to receive additional amounts under
Sections 1.11, 1.12, 2.05 and 4.04 on the same basis as if it were a Lender. In
addition, each agreement creating any participation must include an agreement by
the participant to be bound by the provisions of Section 12.15 and such
participant shall have executed a confidentiality agreement in the form of
Exhibit F hereto.

                  (c) Notwithstanding any other provisions of this Section
12.04, no transfer or assignment of the interests or obligations of any Lender
hereunder or any grant of participations therein shall be permitted if such
transfer, assignment or grant would require the Borrower or the Guarantor to
file a registration statement with the SEC or to qualify the Loans under the
"Blue Sky" laws of any State.

                  (d) Each Lender initially party to this Agreement hereby
represents, and each Person that becomes a Lender pursuant to an assignment
permitted by the preceding clause (b)(A) will upon its becoming party to this
Agreement represent, that it is an Eligible Transferee which makes loans in the
ordinary course of its business and that it will make or acquire Loans for its
own account in the ordinary course of such business, provided that, subject to
the preceding clauses (a) through (c), the disposition of any promissory notes
or other evidences of or interests in Indebtedness held by such Lender shall at
all times be within its exclusive control.



                                      -77-
<PAGE>   83

                  (e) Notwithstanding anything to the contrary contained herein,
any Lender (a "Granting Lender") may grant to a special purpose funding vehicle
(an, "SPC") of such Granting Lender, identified as such in writing from time to
time by the Granting Lender to the Administrative Agent and the Borrower, the
option to provide to the Borrower all or any part of any Loan that such Granting
Lender would otherwise be obligated to make to the Borrower pursuant to Section
1.01(A) or (D), provided that (i) nothing herein shall constitute a commitment
to make any Loan by any SPC and (ii) if an SPC elects not to exercise such
option or otherwise fails to provide all or any part of such Loan, the Granting
Lender shall be obligated to make such Loan pursuant to the terms hereof. The
making of a Loan by an SPC hereunder shall utilize the Commitment of the
Granting Lender to the same extent, and as if, such Loan were made by the
Granting Lender. Each party hereto hereby agrees that (x) no SPC shall be liable
for any payment under this Agreement for which a Lender would otherwise be
liable and (y) the Granting Lender for any SPC shall be (and hereby agrees that
it is) liable for any payment under this Agreement for which the SPC would be
liable in the absence of preceding clause (x). In furtherance of the foregoing,
each party hereto hereby agrees that, prior to the date that is one year and one
day after the payment in full of all outstanding senior indebtedness of any SPC,
it will not institute against, or join any other person in instituting against,
such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or similar proceedings under the laws of the United States or any
State thereof. In addition, notwithstanding anything to the contrary contained
in this Section 12.04 any SPC may (i) with notice to, but without the prior
written consent of, the Borrower or the Administrative Agent and without paying
any processing fee therefor, assign all or a portion of its interests in any
Loans to its Granting Lender or to any financial institutions (if consented to
by the Borrower and the Administrative Agent) providing liquidity and/or credit
facilities to or for the account of such SPC to fund the Loans made by such SPC
or to support the securities (if any) issued by such SPC to fund such Loans and
(ii) disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of a surety,
guarantee or credit or liquidity enhancement to such SPC.

                   12.05 No Waiver; Remedies Cumulative. No failure or delay on
the part of any Senior Managing Agent, the Administrative Agent or any Lender in
exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between either Credit Party and any Senior
Managing Agent or any Lender shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege hereunder or under
any other Credit Document preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder or thereunder. The
rights and remedies herein expressly provided are cumulative and not exclusive
of any rights or remedies which any Senior Managing Agent or any Lender would
otherwise have. No notice to or demand on either Credit Party in any case shall
entitle either Credit Party to any other or further notice or demand in similar
or other circumstances or constitute a waiver of the rights of the Senior
Managing Agents or the Lenders to any other or further action in any
circumstances without notice or demand.

                  12.06 Payments Pro Rata. (a) The Administrative Agent agrees
that promptly after its receipt of each payment from or on behalf of either
Credit Party in respect of any Obligations of such Credit Party, it shall,
except as otherwise provided in this Agreement, distri-



                                      -78-
<PAGE>   84

bute such payment to the Lenders pro rata based upon their respective shares, if
any, of the Obligations with respect to which such payment was received.

                  (b) Each of the Lenders agrees that, if it should receive any
amount hereunder (whether by voluntary payment, by realization upon security, by
the exercise of the right of setoff or Lender's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans or Fees, of a sum which with respect to the related sum or sums
received by other Lenders is in a greater proportion than the total of such
Obligations then owed and due to such Lender bears to the total of such
Obligations then owed and due to all of the Lenders immediately prior to such
receipt, then such Lender receiving such excess payment shall purchase for cash
without recourse or warranty from the other Lenders an interest in the
Obligations of the respective Credit Party to such Lenders in such amount as
shall result in a proportional participation by all of the Lenders in such
amount; provided, that if all or any portion of such excess amount is thereafter
recovered from such Lender, such purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without interest.

                  12.07 Calculations; Computations. (a) The financial statements
to be furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by the Borrower to the Lenders); provided, that, except as otherwise
specifically provided herein, all computations determining compliance with
Section 8, including definitions used therein, shall utilize accounting
principles and policies in effect at the time of the preparation of, and in
conformity with those used to prepare, the historical financial statements
delivered to the Lenders pursuant to Section 6.09, provided that in the event
GAAP shall be modified from that in effect at the time of the preparation of
such financial statements, the Borrower shall be entitled to utilize GAAP, as so
modified, for purposes of such computations to the extent that (x) the Borrower
gives the Lenders 30 days' prior written notice of such proposed modification
and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon
adjustments, if any, to Sections 8.03(g), 8.04(l), 8.05, 8.07 and 8.08 (and the
definitions used therein) the sole purpose of which shall be to give effect to
such proposed change (it being understood and agreed that to the extent that the
Borrower and the Majority SMA cannot agree on appropriate adjustments to such
Sections (or that no adjustments are necessary), the proposed change may not be
effected); and provided further, that if at any time the computations
determining compliance with Section 8 utilize accounting principles different
from those utilized in the financial statements furnished to the Lenders, such
financial statements shall be accompanied by reconciliation work-sheets.
Notwithstanding the foregoing, for purposes of the computations determining
compliance with Section 8, all expenses and other charges arising from any
settlement of tobacco liability which are required by GAAP to be retroactively
applied to a previous fiscal quarter of the Borrower shall instead be accrued in
the fiscal quarter in which such expenses and charges occur.

                  (b) All computations of interest and Fees hereunder shall be
made on the actual number of days elapsed over a year of 360 days.



                                      -79-
<PAGE>   85

                  (c) All determinations of the Stated Amount of Letters of
Credit and of the principal amount of Unpaid Drawings, in each case to the
extent denominated in a currency other than U.S. dollars, shall be made by
converting same into U.S. dollars at (x) if a Currency Agreement has been
entered into by the Borrower and/or any of its Subsidiaries in connection with
such Indebtedness, and is in effect at the time of such determination, the rate
provided in such Currency Agreement, provided that this clause (x) shall not be
applicable (I) unless the Administrative Agent has received sufficient
information from the Borrower to determine the exchange rate established by such
Currency Agreement and the duration thereof, or (II) to any determination of the
Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of
Credit denominated in a currency other than U.S. dollars, (y) in the case of a
determination of the Borrower's obligation to reimburse in U.S. dollars a
Drawing under a Letter of Credit denominated in a currency other than U.S.
dollars, the spot exchange rate for the currency in question of the Letter of
Credit Issuer on the date of such Drawing or (z) if the provisions of the
foregoing clauses (x) and (y) are not applicable, the "official" exchange rate,
if applicable, or the spot exchange rate for the currency in question calculated
by the Administrative Agent on the last Computation Date preceding the date on
which any such determination is being made and at such other times as the
Administrative Agent elects to make such determination, it being understood that
the Administrative Agent shall have no obligation to make any such other
determinations. The Administrative Agent will promptly notify the Borrower and
each Letter of Credit Issuer of its determinations hereunder.

                  12.08 Governing Law; Submission to Jurisdiction; Venue. (a)
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding
with respect to this Agreement or any other Credit Document may be brought in
the courts of the State of New York or of the United States for the Southern
District of New York, and, by execution and delivery of this Agreement, each
Credit Party hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. Each Credit Party further irrevocably consents to the service of process
out of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
the respective Credit Party at its address for notices pursuant to Section
12.03, such service to become effective 30 days after such mailing. Each Credit
Party hereby irrevocably appoints the Borrower as its agent for service of
process in respect of any such action or proceeding. Nothing herein shall affect
the right of any Senior Managing Agent or any Lender to serve process in any
other manner permitted by law or to commence legal proceedings or otherwise
proceed against either Credit Party in any other jurisdiction.

                  (b) Each Credit Party hereby irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any of the
aforesaid actions or proceedings arising out of or in connection with this
Agreement or any other Credit Document brought in the courts referred to in the
preceding clause (a) and hereby further irrevocably waives and agrees not to
plead or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum.



                                      -80-
<PAGE>   86

                  12.09 Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with the
Borrower and the Administrative Agent.

                  12.10 Execution. The Amended and Restated Credit Agreement
shall be fully executed on the date (the "Restatement Execution Date") on which
the Borrower and the Required Lenders shall have signed a copy thereof (whether
the same or different copies) and shall have delivered the same to the
Administrative Agent at the Administrative Agent's Office or, in the case of the
Lenders, shall have given to the Administrative Agent telephonic (confirmed in
writing), written, telex or facsimile notice (actually received) at such office
that the same has been signed and mailed to it. The Administrative Agent will
give the Borrower and each Lender prompt written notice of the occurrence of the
Restatement Execution Date.

                  12.11 Headings Descriptive. The headings of the several
sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement.

                  12.12 Amendment or Waiver. Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the Required Lenders; provided, that (x) no such change,
waiver, discharge or termination shall, without the consent of each Lender
(other than a Defaulting Lender) with Obligations being directly affected
thereby, (i) extend the scheduled final maturity of any Loan or Note, or any
portion thereof, or reduce the rate or extend the time of payment of interest
(other than as a result of waiving the applicability of any post-default
increase in interest rates) thereon or Fees or reduce the principal amount
thereof, or increase the Commitment of any Lender over the amount thereof then
in effect (it being understood that a waiver of any Default or Event of Default
or of a mandatory reduction in the Total Commitment shall not constitute a
change in the terms of the Commitment of any Lender), (ii) release Reynolds
Tobacco from the Subsidiary Guaranty, (iii) at any time Collateral is pledged
pursuant to the Security Documents release (other than pursuant to the automatic
release provided for in Section 7.11) all or substantially all of the
Collateral, (iv) amend, modify or waive any provision of this Section, or
Section 1.11, 1.12, 1.14, 2.05, 4.04, 9.01, 11.07, 12.01, 12.02, 12.04, 12.06,
12.07(b) or 12.15, (v) reduce any percentage specified in, or otherwise modify,
the definition of Required Lenders or (vi) consent to the assignment or transfer
by the Borrower of any of its rights and obligations under this Agreement; and
(y) the financial covenants set forth in Sections 8.03(g), 8.04(l), 8.05, 8.07
and 8.08 (and the defined terms used therein) may be adjusted with the consent
of the Borrower and the Majority SMA to the extent provided in Sections 7.09 and
12.07(a). No provision of Section 11 may be amended or modified without the
consent of any Senior Managing Agent adversely affected thereby. The obligations
of Swingline Lenders to make Swingline Loans, the terms of any such Swingline
Loans and the obligations of the other Lenders to fund Mandatory Drawings shall
not be amended or modified without the consent of the Swingline Lenders. The
terms of Section 2 shall not be amended or modified without the consent of any
Letter of Credit Issuer adversely affected thereby.



                                      -81-
<PAGE>   87

                  12.13 Survival. All indemnities set forth herein including,
without limitation, in Section 1.11, 1.12, 2.05, 4.04, 11.07 or 12.01 shall
survive the execution and delivery of this Agreement and the making of the
Loans, the issuances of Letters of Credit, the repayment of the Obligations and
the termination of the Total Commitment.

                  12.14 Domicile of Loans. Subject to Section 12.04, each Lender
may transfer and carry its Loans at, to or for the account of any branch office,
subsidiary or affiliate of such Lender; provided, that the Borrower shall not be
responsible for costs arising under Section 1.11, 1.12, 2.05 or 4.04 resulting
from any such transfer (other than a transfer pursuant to Section 1.13) to the
extent not otherwise applicable to such Lender prior to such transfer.

                  12.15 Confidentiality. Subject to Section 12.04, each Lender
shall hold all non-public information furnished by or on behalf of the Borrower
in connection with such Lender's evaluation of whether to become a Lender
hereunder or obtained pursuant to the requirements of this Agreement, which has
been identified as such by the Borrower ("Confidential Information"), in
accordance with its customary procedure for handling confidential information of
this nature and in accordance with safe and sound banking practices and in any
event may make disclosure reasonably required by any bona fide transferee or
participant (which shall be an Eligible Transferee) in connection with the
contemplated transfer of any Loans or participations therein or as required or
requested by any governmental agency or representative thereof or pursuant to
legal process or to such Lender's attorneys or independent auditors; provided,
that, unless specifically prohibited by applicable law or court order, each
Lender shall notify the Borrower of any request by any governmental agency or
representative thereof (other than any such request in connection with an
examination of the financial condition of such Lender by such governmental
agency) for disclosure of any such non-public information prior to disclosure of
such information; and provided further, that in no event shall any Lender be
obligated or required to return any materials furnished by the Borrower or any
Subsidiary. Each Lender agrees that it will not provide to prospective
assignees, transferees or participants any of the Confidential Information
unless such Person has executed a Confidentiality Agreement in the form of
Exhibit F.

                  12.16 Waiver of Jury Trial. Each of the parties to this
Agreement hereby irrevocably waives all right to a trial by jury in any action,
proceeding or counterclaim arising out of or relating to this Agreement, the
other Credit Documents or the transactions contemplated hereby or thereby.

                 12.17 Special Provisions Regarding Section 12.04(e).
Notwithstanding anything to the contrary contained in this Agreement, each
Lender which executes a counterpart of this Agreement hereby agrees for itself,
and its successors and assigns, that such Lender (and for this purpose its
successors and assigns) will not in the future agree to amend or modify the
provisions of Section 12.04(e) without the consent of each Granting Lender
directly and adversely affected by such amendment or modification.]



                                      * * *



                                      -82-
<PAGE>   88

                  IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.


                                    R.J. REYNOLDS TOBACCO HOLDINGS, INC.


                                    By:  /s/ Lynn Lane
                                         ---------------------------------------
                                         Title: SVP and Treasurer

                                    LEAD AGENTS

                                    THE CHASE MANHATTAN BANK, Individually and
                                    as Administrative Agent and Senior Managing
                                    Agent


                                    By: /s/ Robert T. Sacks
                                        ----------------------------------------
                                        Title: Managing Director

                                    CREDIT SUISSE FIRST BOSTON, Individually and
                                    as Syndication Agent and Senior Managing
                                    Agent


                                    By: /s/ David W. Kratovil
                                        ----------------------------------------
                                        Title: Director



                                    By: /s/ Mark Heron
                                        ----------------------------------------
                                        Title: Assistant Vice President

                                    CITIBANK, N.A., Individually and as
                                    Syndication Agent and Senior Managing Agent



                                    By: /s/ Thomas F. Bruscino
                                        ----------------------------------------
                                        Title: Vice President




                                      -83-
<PAGE>   89

                                    MANAGING AGENT



                                    THE BANK OF NOVA SCOTIA



                                    By: /s/ William E. Zarrett
                                        ----------------------------------------
                                        Title: Managing Director



                                    CO-AGENTS



                                    THE BANK OF NEW YORK



                                    By: /s/ Walter C. Parelli
                                        ----------------------------------------
                                        Title: Vice President



                                    THE FUJI BANK, LIMITED, Individually and as
                                    Senior Managing Agent



                                    By: /s/ Nobuoki Koike
                                        ----------------------------------------
                                        Title: Vice President & Senior
                                               Team Leader



                                    CREDIT LYONNAIS NEW YORK BRANCH,
                                    Individually and as Senior Managing Agent



                                    By: /s/ Scott R. Chappelka
                                        ----------------------------------------
                                        Title: Vice President



                                      -84-
<PAGE>   90

                                    PARTICIPANTS



                                    WACHOVIA BANK, N.A.



                                    By: /s/ Charlene A. Johnson
                                        ----------------------------------------
                                        Title: Senior Vice President



                                    NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW
                                    YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH



                                    By: /s/ Stefanie Scholz
                                        ----------------------------------------
                                        Title: AT

                                    By: /s/ Stephanie Finnen
                                        ----------------------------------------
                                        Title: VP



                                    ERSTE BANK



                                    By: /s/ Arcinee Hovanessian
                                        ----------------------------------------
                                        Title: Vice President
                                        Erste Bank New York Branch



                                    By: /s/ John S. Runnion
                                        ----------------------------------------
                                        Title: First Vice President
                                        Erste Bank New York Branch





                                    CITY NATIONAL BANK OF NEW JERSEY



                                    By: /s/ Edward R. Wright
                                        ----------------------------------------
                                        Title: Chief Financial Officer





                                      -85-
<PAGE>   91

                                    NON-EXTENDING LENDERS



                                    BANKERS TRUST COMPANY, Individually and as
                                    Senior Managing Agent



                                    By:_________________________________
                                       Name:
                                       Title:



                                    BARCLAYS BANK PLC, Individually and as
                                    Senior Managing Agent



                                    By:_________________________________
                                       Name:
                                       Title:



                                    UBS AG, STAMFORD BRANCH



                                    By: /s/ Dorothy L. McKinley
                                        ----------------------------------------
                                        Title: Director, Banking Products
                                               Services, US



                                    By: /s/ Lynne B. Alfarone
                                        ----------------------------------------
                                        Title: Associate Director, Banking
                                               Products Services, US





                                    THE SUMITOMO BANK, LIMITED



                                    By:_________________________________
                                       Name:
                                       Title:


                                      -86-
<PAGE>   92


                                    By:_________________________________
                                       Name:
                                       Title:



                                    ABN AMRO BANK (N.V.)



                                    By: /s/ Tracie Elliot
                                        ----------------------------------------
                                        Title: Vice President



                                    By: /s/ Cameron D. Gateman
                                        ----------------------------------------
                                        Title: Group Vice President



                                    HSBC BANK USA



                                    By: /s/ John Rynne
                                        ----------------------------------------
                                        Title: Vice President


                                      -87-
<PAGE>   93

                                    EUROPEAN - AMERICAN BANK



                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:



                                    FIRST HAWAIIAN BANK



                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:



                                    BANK BOSTON, N.A.



                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:



                                    PIMCO TOTAL RETURN FUND



                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:




                                      -88-
<PAGE>   94

                                                                         ANNEX I





                             LENDERS AND COMMITMENTS

<TABLE>
<CAPTION>
                                                                      Short-Term                Long-Term
Lender                                    Commitment                  Commitment                Commitment
------                                    ----------                  ----------                ----------
<S>                                     <C>                         <C>                       <C>
ABN AMRO Bank (New York)                   $50,000,000.00            N/A                        N/A
BankBoston, N.A.                           $20,000,000.00            N/A                        N/A
Bankers Trust Company                     $105,000,000.00            N/A                        N/A
Barclays Bank PLC                         $125,000,000.00            N/A                        N/A
Citibank, N.A.                             $90,000,000.00             $0                       $90,000,000.00
City National Bank of New Jersey           $15,000,000.00             $3,000,000.00            $12,000,000.00
Credit Lyonnais New York Branch           $110,000,000.00            $60,000,000.00            $50,000,000.00
Credit Suisse First Boston                $100,000,000.00             $0                      $100,000,000.00
Erste Bank                                 $20,000,000.00             $0                       $20,000,000.00
European-American Bank                     $25,000,000.00            N/A                        N/A
First Hawaiian Bank                        $10,000,000.00            N/A                        N/A
HSBC Bank USA                              $75,000,000.00            N/A                        N/A
Norddeutsche Landesbank (New York)         $20,000,000.00            N/A                       $20,000,000.00
PIMCO Total Return Fund                    $15,000,000.00            N/A                        N/A
The Bank of New York                       $50,000,000.00             $0                       $50,000,000.00
The Bank of Nova Scotia                    $75,000,000.00             $0                       $75,000,000.00
The Chase Manhattan Bank                  $130,000,000.00             $0                      $130,000,000.00
The Fuji Bank, Limited                    $100,000,000.00            $50,000,000.00            $50,000,000.00
The Sumitomo Bank, Limited                 $50,000,000.00            N/A                        N/A
UBS AG, Stamford Branch                    $25,000,000.00            N/A                        N/A
Wachovia Bank, N.A.                        $25,000,000.00             $0                       $25,000,000.00
                                        -----------------           ---------------           ---------------
     Total                              $1,235,000,000.00           $113,000,000.00           $622,000,000.00
</TABLE>


<PAGE>   95

                                                                        ANNEX II



                                LENDER ADDRESSES

         Lender                                 Address
         ------                                 -------

ABN AMRO Bank (New York)                 1325 Avenue of the Americas
                                         New York, NY 10019
                                         Attn: M. Michael Lerner
                                         Tel: (212) 446-4235
                                         Fax: (212) 446-4335

ABN AMRO Bank (New York)                 500 Park Avenue - 2F
                                         New York, NY 10022
                                         Attn: Cameron Gateman
                                         Tel: (212) 446-4388
                                         Fax: (212) 832-7129

BankBoston, N.A.                         100 Federal Street
                                         Boston, MA 02110
                                         Attn: Renee Nadler
                                         Tel: (617) 434-2513
                                         Fax: (617) 434-5617

Bankers Trust Company                    130 Liberty Street
                                         New York, NY 10006
                                         Attn:  Mary Kay Coyle
                                         Tel: (212) 250-9094
                                         Fax: (212) 250-7218

Barclays Bank PLC                        222 Broadway - 12th Floor
                                         New York, NY 10038
                                         Attn: Paul Kavanaugh
                                         Tel: (212) 412-1547
                                         Fax: (212) 412-7511

Citibank, N.A.                           399 Park Avenue
                                         New York, NY 10043
                                         Attn: Tom Bruscino
                                         Tel: (212) 559-3344
                                         Fax: (212) 793-7460


<PAGE>   96
                                                                        Annex II
                                                                          Page 2


City National Bank of New Jersey         900 Broad Street
                                         Newark, NJ 07102
                                         Attn: Raul Oseguera
                                         Tel: (973) 624-0865 x 643
                                         Fax: (973) 624-4369

                                         -and-

                                         Attn: Louis Prezeau
                                         Tel: (973) 624-0865 x640
                                         Fax: (973) 624-1879

Credit Lyonnais New York Branch          1301 Avenue of the Americas
                                         New York, NY 10019
                                         Attn: Mary Collier
                                         Tel: (212) 261-7318
                                         Fax: (212) 459-3179

Credit Suisse First Boston               11 Madison Avenue, 20th Floor
                                         New York, NY 10010-3629
                                         Attn: David Kratovil
                                         Tel: (212) 325-9155
                                         Fax: (212) 325-8309

Erste Bank                               280 Park Avenue, West Building
                                         New York, NY 10017
                                         Attn: Arcinee Hovanessian
                                         Tel: (212) 984-5635
                                         Fax: (212) 984-5627

European-American Bank                   335 Madison Avenue, 17th Floor
                                         New York, NY 10017
                                         Attn: Peter McGovern
                                         Tel: (212) 503-2437
                                         Fax: (212) 503-2667

First Hawaiian Bank                      999 Bishop Street, 11th Floor
                                         Honolulu, HI 96813
                                         Attn: Chuck Jenkins
                                         Tel: (808) 525-6289
                                         Fax: (808) 525-6372


<PAGE>   97
                                                                        Annex II
                                                                          Page 3


HSBC Bank USA                            140 Broadway, 4th Floor
                                         New York, NY 10005-1185
                                         Attn: Mark Rakov
                                         Tel: (212) 658-5113
                                         Fax: (212) 658-5109

Norddeutsche Landesbank                  1270 Avenue of the Americas, 14th Floor
(New York)                               New York, NY 10020
                                         Attn: Stephanie Hoevermann-Finnen
                                         Tel: (212) 332-8606
                                         Fax: (212) 332-8660

PIMCO Total Return Fund                  840 Newport Center Drive
                                         Newport Beach, CA 92660
                                         Attn: Melissa Fejdasz
                                         Tel: (949) 720-6173
                                         Fax: (949) 718-2623

The Bank of New York                     One Wall Street
                                         New York, NY 10286
                                         Attn: Randy Medrano
                                         Tel: (212) 635-6804
                                         Fax: (212) 635-7970

The Bank of Nova Scotia                  One Liberty Plaza, 26th Floor
                                         New York, NY 10006
                                         Attn: Todd Meller
                                         Tel: (212) 225-5096
                                         Fax: (212) 225-5090

The Chase Manhattan Bank                 270 Park Avenue
                                         New York, NY
                                         Attn:  Michael Lancia
                                         Tel: (212) 270-2468
                                         Fax: (212) 270-5120

The Fuji Bank, Limited                   Two World Trade Center, 79th Floor
                                         New York, NY 10048
                                         Attn: Vincent Ingato
                                         Tel: (212) 898-2051
                                         Fax: (212) 898-2399


<PAGE>   98
                                                                        Annex II
                                                                          Page 4


The Sumitomo Bank, Limited               277 Park Avenue, 8th Floor
                                         New York, NY 10172
                                         Attn: Rohn Lauderischlager
                                         Tel: (212) 224-4226
                                         Fax: (212) 224-4384

UBS AG, Stamford Branch                  677 Washington Boulevard
                                         Stamford, CT 06901
                                         Attn: Dorothy L. McKinley
                                         Tel: (203) 719-3158
                                         Fax: (203) 719-3092

Wachovia Bank, N.A.                      100 North Main Street
                                         Winston-Salem, NC 27102
                                         Attn: Haywood Edmundson
                                         Tel: (336) 732-7614
                                         Fax: (336) 732-6935