CREDIT AGREEMENT

                     Dated as of February 27, 1998

                                among

                        LONGVIEW FIBRE COMPANY,
                              as Borrower
 	
        BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
                              as Agent,

                                 and 

        BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
                         ABN AMRO BANK N.V.
                      THE BANK OF NOVA SCOTIA
                     FIRST UNION NATIONAL BANK
                   UNION BANK OF CALIFORNIA, N.A.
                   U.S. BANK NATIONAL ASSOCIATION
                      WELLS FARGO BANK, N.A.,
                            as Banks.


                         TABLE OF CONTENTS

Section                                                           Page

ARTICLE I	  DEFINITIONS                                              1

1.01  Certain Defined Terms                                          1
1.02  Other Interpretive Provisions                                 16
1.03  Accounting Principles                                         17

ARTICLE II	  THE CREDITS                                            17

2.01  Amounts and Terms of Commitments                              17
2.02  Loan Accounts                                                 18
2.03  Procedure for Borrowing                                       18
2.04  Conversion and Continuation Elections                         19
2.05  Voluntary Termination or Reduction of Commitments             20
2.06  Optional Prepayments                                          21
2.07  Repayment                                                     21
2.08  Interest                                                      21
2.09  Fees                                                          22
      (a)  Agency Fees                                              22
      (b)  Facility Fees                                            22
2.10  Computation of Fees and Interest                              22
2.11  Payments by the Company                                       23
2.12  Payments by the Banks to the Agent                            23
2.13  Sharing of Payments, Etc.                                     24
2.14	 Extension of Revolving Termination Date                       25

ARTICLE III  TAXES, YIELD PROTECTION AND ILLEGALITY                 25

3.01  Taxes                                                         25
3.02  Illegality                                                    27
3.03  Increased Costs and Reduction of Return                       28
3.04  Funding Losses                                                28
3.05  Inability to Determine Rates                                  29
3.06  Reserves on Offshore Rate Loans                               29
3.07  Certificates of Banks                                         30
3.08  Substitution of Banks                                         30
3.09  Survival                                                      30

ARTICLE IV	  CONDITIONS PRECEDENT                                   30

4.01  Conditions of Initial Loans                                   30
      (a)	Credit Agreement and Notes                                30
      (b)	Resolutions; Incumbency                                   31
      (c)	Organization Documents; Good Standing                     31
      (d)	Legal Opinion                                             31
      (e)	Payment of Fees	                                          31
      (f)	Certificate                                               31
      (g)	Prior Credit Agreement                                    32
      (h)	Other Documents                                           32

4.02  Conditions to All Borrowings                                  32
      (a) 	Notice of Borrowing or Conversion/Continuation           32
      (b) 	Continuation of Representations and Warranties           32
      (c) 	No Existing Default                                      32

ARTICLE V	  REPRESENTATIONS AND WARRANTIES                          33
	
5.01  Corporate Existence and Power                                 33
5.02  Corporate Authorization; No Contravention                     33
5.03  Governmental Authorization                                    33
5.04  Binding Effect                                                34
5.05  Litigation                                                    34
5.06  No Default                                                    34
5.07  ERISA Compliance                                              34
5.08  Use of Proceeds; Margin Regulations                           35
5.09  Title to Properties                                           35
5.10  Taxes                                                         35
5.11  Financial Condition                                           36
5.12  Environmental Matters                                         36
5.13  Regulated Entities                                            36
5.14  No Burdensome Restrictions                                    36
5.15  Copyrights, Patents, Trademarks and Licenses, etc.            37
5.16  Subsidiaries                                                  37
5.17  Insurance                                                     37
5.18  Swap Obligations                                              37
5.19  Full Disclosure                                               37
5.20  Year 2000 Compliance                                          38

ARTICLE VI	   AFFIRMATIVE COVENANTS                                 38

6.01  Financial Statements                                          38
6.02  Certificates; Other Information                               39
6.03  Notices                                                       39
6.04  Preservation of Corporate Existence, Etc.                     41
6.05  Maintenance of Property                                       41
6.06  Insurance                                                     41
6.07  Payment of Obligations                                        41
6.08  Compliance with Laws                                          42
6.09  Compliance with ERISA                                         42
6.10  Inspection of Property and Books and Records                  42
6.11  Environmental Laws                                            42
6.12  Use of Proceeds                                               43
6.13  Tangible Net Worth                                            43
6.14  Maximum Capitaliz                                             43
6.15  Interest Coverage Ratio                                       43

ARTICLE VII   NEGATIVE COVENANTS                                    43
7.01  Limitation on Liens                                           44
7.02  Disposition of Assets                                         46
7.03  Consolidations and Mergers                                    47
7.04  Loans and Investments                                         47
7.05  Transactions with Affiliates                                  48
7.06  Use of Proceeds                                               49
7.07  Joint Ventures                                                49
7.08  Lease Obligations                                             49
7.09  ERISA                                                         50
7.10  Change in Business                                            50
7.11  Accounting Changes                                            50

ARTICLE VIII   EVENTS OF DEFAULT                                    50

8.01  Event of Default                                              50
      (a)	Non-Payment                                               50
      (b)	Representation or Warranty                                50
      (c)	Specific Defaults                                         50
      (d)	Other Defaults                                            50
      (e)	Cross-Default	                                            51
      (f)	Insolvency; Voluntary Proceedings                         51
      (g)	Involuntary Proceedings                                   51
      (h)	ERISA                                                     52
      (i)	Monetary Judgments                                        52
      (j)	Non-Monetary Judgments                                    52
      (k)	Change of Control                                         52
      (l)	Year 2000 Concerns                                        52
8.02  Remedies                                                      53
8.03  Rights Not Exclusive                                          53
8.04 Certain Financial Covenant Defaults                            53

ARTICLE IX	  THE AGENT                                              54

9.01  Appointment and Authorization; "Agent"                        54
9.02  Delegation of Duties                                          54
9.03  Liability of Agent                                            54
9.04  Reliance by Agent                                             55
9.05  Notice of Default                                             55
9.06  Credit Decision                                               56
9.07  Indemnification of Agent                                      56
9.08  Agent in Individual Capacity                                  57
9.09  Successor Agent                                               57
9.10  Withholding Tax                                               57

ARTICLE X	MISCELLANEOUS                                             59

10.01  Amendments and Waivers                                       59
10.02  Notices                                                      60
10.03  No Waiver; Cumulative Remedies                               61
10.04  Costs and Expenses                                           61
10.05  Company Indemnification                                      61
10.06  Payments Set Aside                                           62
10.07  Successors and Assigns                                       62
10.08  Assignments, Participations, etc.                            62
10.09  Confidentiality                                              64
10.10  Set-off                                                      65
10.11  Automatic Debits of Fees                                     65
10.12  Notification of Addresses, Lending Offices, Etc.             66
10.13  Counterparts                                                 66
10.14  Severability                                                 66
10.15  No Third Parties Benefited                                   66
10.16  Governing Law and Jurisdiction                               66
10.17  Waiver of Jury Trial                                         67
10.18  Entire Agreement                                             67

SCHEDULES

Schedule 2.01    Commitments
Schedule 2.08    Applicable Margin and Facility Fee
Schedule 5.05    Litigation
Schedule 5.07    ERISA
Schedule 5.11    Permitted Liabilities
Schedule 5.12    Environmental Matters
Schedule 5.16    Subsidiaries and Minority Interests
Schedule 5.17    Insurance Matters
Schedule 7.01    Permitted Liens
Schedule 7.05    Permitted Indebtedness
Schedule 7.08    Contingent Obligations
Schedule 10.02   Lending Offices; Addresses for Notices

EXHIBITS
Exhibit A     Form of Notice of Borrowing
Exhibit B     Form of Notice of Conversion/Continuation
Exhibit C     Form of Compliance Certificate
Exhibit D     Form of Legal Opinion of Company's Counsel
Exhibit E     Form of Assignment and Acceptance
Exhibit F     Form of Promissory Note

                         CREDIT AGREEMENT

     This CREDIT AGREEMENT is entered into as of February 27, 
1998, among LONGVIEW FIBRE COMPANY, a Washington corporation (the 
"Company"), Bank of America National Trust and Savings 
Association, ABN AMRO Bank N.V., The Bank of Nova Scotia, First 
Union National Bank, Union Bank of California, N.A., U.S. Bank 
National Association, and Wells Fargo Bank, N.A. (together with 
any permitted successors and assigns, collectively the "Banks"; 
individually, a "Bank"), and Bank of America National Trust and 
Savings Association ("BofA"), as agent for the Banks.

     WHEREAS, the Banks have agreed to make available to the 
Company a revolving credit facility upon the terms and conditions 
set forth in this Agreement;

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

                             ARTICLE I

                            DEFINITIONS

     1.01  Certain Defined Terms.  The following terms have the
following meanings:

          "Acquisition" means any transaction or series of 
     related transactions for the purpose of or resulting, 
     directly or indirectly, in (a) the acquisition of all or 
     substantially all of the assets of a Person, or of any 
     business or division of a Person, (b) the acquisition of in 
     excess of 50% of the capital stock, partnership interests, 
     membership interests or equity of any Person, or otherwise 
     causing any Person to become a Subsidiary, or (c) a merger 
     or consolidation or any other combination with another 
     Person (other than a Person that is a Subsidiary) provided 
     that the Company or the Subsidiary is the surviving entity.

          "Affiliate" means, as to any Person, any other Person 
     which, directly or indirectly, is in control of, is 
     controlled by, or is under common control with, such Person. 
     A Person shall be deemed to control another Person if the 
     controlling Person possesses, directly or indirectly, the 
     power to direct or cause the direction of the management and 
     policies of the other Person, whether through the ownership 
     of voting securities, membership interests, by contract, or 
     otherwise.

          "Agent" means BofA in its capacity as agent for the 
     Banks hereunder, and any successor agent arising under 
     Section 9.09.

          "Agent-Related Persons" means BofA and any successor 
     agent arising under Section 9.09, together with their 
     respective Affiliates, and the officers, directors, 
     employees, agents and attorneys-in-fact of such Persons and 
     Affiliates.

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

          "Agreement" means this Credit Agreement. 

          "Applicable Margin" means the incremental per annum 
     rates applicable to Offshore Rate Loans, as determined in 
     accordance with Schedule 2.08.

          "Assignee" has the meaning specified in subsection 
     10.08(a). 
	
         "Attorney Costs" means and includes all fees and 
     disbursements of any law firm or other external counsel, the 
     allocated cost of internal legal services and all 
     disbursements of internal counsel.

         "Bank" has the meaning specified in the introductory 
     clause hereto.

          "Bankruptcy Code" means the Federal Bankruptcy Reform 
    Act of 1978 (11 U.S.C. #101, et seq.).

          "Base Rate" means, for any day, the higher of:  
     (a) 0.50% per annum above the latest Federal Funds Rate; and 
     (b) the rate of interest in effect for such day as publicly 
     announced from time to time by BofA in San Francisco, 
     California, as its "reference rate."  (The "reference rate" 
     is a rate set by BofA based upon various factors including 
     BofA's costs and desired return, general economic conditions 
     and other factors, and is used as a reference point for 
     pricing some loans, which may be priced at, above, or below 
     such announced rate.)

          Any change in the reference rate announced by BofA 
     shall take effect at the opening of business on the day 
     specified in the public announcement of such change.

          "Base Rate Loan" means a Loan that bears interest at 
     the Base Rate.


          "BofA" means Bank of America National Trust and Savings 
     Association, a national banking association.

          "Borrowing" means a borrowing hereunder consisting of 
     Loans of the same Type made to the Company on the same day 
     by the Banks under Article II and, other than in the case of 
     Base Rate Loans, having the same Interest Period.

          "Borrowing Date" means any date on which a Borrowing 
     occurs under Section 2.03.

          "Business Day" means any day other than a Saturday, 
     Sunday or other day on which commercial banks in Seattle, 
     Washington are authorized or required by law to close and, 
     if the applicable Business Day relates to any Offshore Rate 
     Loan means such a day on which commercial banks are open for 
     international business (including dealings in dollar 
     deposits) in London.

          "Capital Adequacy Regulation" means any guideline, 
     request or directive of any central bank or other 
     Governmental Authority, or any other law, rule or 
     regulation, whether or not having the force of law, in each 
     case, regarding capital adequacy of any bank or of any 
     corporation controlling a bank.

          "Capitalization Ratio" means, as of the end of each of 
     the Company's fiscal quarters, the ratio of (i) Funded Debt 
     to (ii) the sum of Funded Debt and the Company's shareholder 
     equity calculated in accordance with GAAP. 

          "Change of Control" means that any of the following 
     shall have occurred:  (i) any Person or Group becomes 
     beneficial owner of 50% or more of the equity interests of 
     the Company, on a fully diluted basis; or (ii) any Person or 
     Group acquires the voting power necessary to elect a 
     majority of the board of directors of the Company; or (iii) 
     individuals who, as of the date hereof, constitute the Board 
     of Directors of Company (the "Incumbent Board") shall cease 
     to constitute at least a majority of such Board, provided 
     that any individual becoming a director subsequent to the 
     date hereof whose election or nomination for election by 
     Company's stockholders, was approved by a vote of at least a 
     majority of the directors then comprising the Incumbent 
     Board shall be considered as though such individual were a 
     member of the Incumbent Board.  As used herein, "Group" 
     shall have the meaning ascribed to such term in 
     Section 13(d)(3) of the Exchange Act as in effect on the 
     date hereof.

         "Closing Date" means the date on which all conditions 
     precedent set forth in Section 4.01 are satisfied or waived 
     by all Banks (or, in the case of subsection 4.01(e), waived 
     by the Person entitled to receive such payment).

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

          "Commitment", as to each Bank, has the meaning 
     specified in Section 2.01.

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

          "Contingent Obligation" means, as to any Person, any 
     direct or indirect liability of that Person, whether or not 
     contingent, with or without recourse, (a) with respect to 
     any Indebtedness, lease, dividend, letter of credit or other 
     obligation (the "primary obligations") of another Person 
     (the "primary obligor"), including any obligation of that 
     Person (i) to purchase, repurchase or otherwise acquire such 
     primary obligations or any security therefor, (ii) to 
     advance or provide funds for the payment or discharge of any 
     such primary obligation, or to maintain working capital or 
     equity capital of the primary obligor or otherwise to 
     maintain the net worth or solvency or any balance sheet 
     item, level of income or financial condition of the primary 
     obligor, (iii) 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 (iv) otherwise 
     to assure or hold harmless the holder of any such primary 
     obligation against loss in respect thereof (each, a 
     "Guaranty Obligation"); (b) with respect to any Surety 
     Instrument issued for the account of that Person or as to 
     which that Person is otherwise liable for reimbursement of 
     drawings or payments; (c) to purchase any materials, 
     supplies or other property from, or to obtain the services 
     of, another Person if the relevant contract or other related 
     document or obligation requires that payment for such 
     materials, supplies or other property, or for such services, 
     shall be made regardless of whether delivery of such 
     materials, supplies or other property is ever made or 
     tendered, or such services are ever performed or tendered, 
     or (d) in respect of any Swap Contract.  The amount of any 
     Contingent Obligation shall, in the case of Guaranty 
     Obligations, be deemed equal to the stated or determinable 
     amount of the primary obligation in respect of which such 
     Guaranty Obligation is made or, if not stated or if 
     indeterminable, the maximum reasonably anticipated liability 
     in respect thereof, and in the case of other Contingent 
     Obligations other than in respect of Swap Contracts, shall 
     be equal to the maximum reasonably anticipated liability in 
     respect thereof and, in the case of Contingent Obligations 
     in respect of Swap Contracts, shall be equal to the Swap 
     Termination Value.

          "Contractual Obligation" means, as to any Person, any 
     provision of any security issued by such Person or of any 
     agreement, undertaking, contract, indenture, mortgage, deed 
     of trust or other instrument, document or agreement to which 
     such Person is a party or by which it or any of its property 
     is bound.

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

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

          "Dollars", "dollars" and "$" each mean lawful money of 
     the United States.

          "Eligible Assignee" means (a) a commercial bank 
     organized under the laws of the United States, or any state 
     thereof, and having a combined capital and surplus of at 
     least $500,000,000; (b) a commercial bank organized under 
     the laws of any other country which is a member of the 
     Organization for Economic Cooperation and Development (the 
     "OECD"), or a political subdivision of any such country, and 
     having a combined capital and surplus of at least 
     $500,000,000, provided that such bank is acting through a 
     branch or agency located in the United States; and (c) a 
     Person that is primarily engaged in the business of 
     commercial banking and that is (i) a Subsidiary of a Bank, 
     (ii) a Subsidiary of a Person of which a Bank is a 
     Subsidiary, or (iii) a Person of which a Bank is a 
     Subsidiary.

          "Environmental Claims" means all claims, however 
     asserted, by any Governmental Authority or other Person 
     alleging potential liability or responsibility for violation 
     of any Environmental Law, or for release or injury to the 
     environment.

          "Environmental Laws" means all federal, state or local 
     laws, statutes, common law duties, rules, regulations, 
     ordinances and codes, together with all administrative 
     orders, directed duties, requests, licenses, authorizations 
     and permits of, and agreements with, any Governmental 
     Authorities, in each case relating to environmental, health, 
     safety and land use matters.

          "ERISA" means the Employee Retirement Income Security 
     Act of 1974, and regulations promulgated thereunder.
  
          "ERISA Affiliate" means any trade or business (whether 
     or not incorporated) under common control with the Company 
     within the meaning of Section 414(b) or (c) of the Code (and 
     Sections 414(m) and (o) of the Code for purposes of 
     provisions relating to Section 412 of the Code).

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

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

          "Event of Default" means any of the events or 
     circumstances specified in Section 8.01.

          "Exchange Act" means the Securities Exchange Act of 
     1934, and regulations promulgated thereunder.

          "Facility Fee" has the meaning set forth in Section 
     2.09(b).
 
          "FDIC" means the Federal Deposit Insurance Corporation, 
     and any Governmental Authority succeeding to any of its 
     principal functions.

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

          "FRB" means the Board of Governors of the Federal 
     Reserve System, and any Governmental Authority succeeding to 
     any of its principal functions.

          "Funded Debt" means all interest-bearing Indebtedness 
     of the Company and its subsidiaries and all interest-bearing 
     Indebtedness guaranteed (in whole or in part) by the Company 
     or any Subsidiary.  As used in this definition "interest-
     bearing Indebtedness" shall include capital lease 
     obligations.

          "Further Taxes" means any and all present or future 
     taxes, levies, assessments, imposts, duties, deductions, 
     fees, withholdings or similar charges (including, without 
     limitation, net income taxes and franchise taxes), and all 
     liabilities with respect thereto, imposed by any 
     jurisdiction on account of amounts payable or paid pursuant 
     to Section 3.01.

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

          "Governmental Authority" means any nation or 
     government, any state or other political subdivision 
     thereof, any central bank (or similar monetary or regulatory 
     authority) thereof, any entity exercising executive, 
     legislative, judicial, regulatory or administrative 
     functions of or pertaining to government, and any 
     corporation or other entity owned or controlled, through 
     stock or capital ownership or otherwise, by any of the 
     foregoing.

          "Guaranty Obligation" has the meaning specified in the 
     definition of "Contingent Obligation."
   
          "Indebtedness" of any Person means, without 
     duplication, (a) all indebtedness for borrowed money; (b) 
     all obligations issued, undertaken or assumed as the 
     deferred purchase price of property or services (other than 
     trade payables entered into in the ordinary course of 
     business on ordinary terms); (c) all non-contingent 
     reimbursement or payment obligations with respect to Surety 
     Instruments; (d) all obligations evidenced by notes, bonds, 
     debentures or similar instruments, including obligations so 
     evidenced incurred in connection with the acquisition of 
     property, assets or businesses; (e) all indebtedness created 
     or arising under any conditional sale or other title 
     retention agreement, or incurred as financing, in either 
     case with respect to property acquired by the Person (even 
     though the rights and remedies of the seller or bank under 
     such agreement in the event of default are limited to 
     repossession or sale of such property); (f) all obligations 
     with respect to capital leases; (g) all indebtedness 
     referred to in clauses (a) through (f) above secured by (or 
     for which the holder of such Indebtedness has an existing 
     right, contingent or otherwise, to be secured by) any Lien 
     upon or in property (including accounts and contracts 
     rights) owned by such Person, even though such Person has 
     not assumed or become liable for the payment of such 
     Indebtedness; and (h) all Guaranty Obligations in respect of 
     indebtedness or obligations of others of the kinds referred 
     to in clauses (a) through (g) above.  For all purposes of 
     this Agreement, the Indebtedness of any Person shall include 
     all recourse Indebtedness of any partnership or joint 
     venture or limited liability company in which such Person is 
     a general partner or a joint venturer or a member.
   
          "Indemnified Liabilities" has the meaning specified in 
     Section 10.05.
    
          "Indemnified Person" has the meaning specified in 
     Section 10.05.
    
          "Independent Auditor" has the meaning specified in 
     subsection 6.01(a).
  
          "Insolvency Proceeding" means, with respect to any 
     Person, (a) any case, action or proceeding with respect to 
     such Person before any court or other Governmental Authority 
     relating to bankruptcy, reorganization, insolvency, 
     liquidation, receivership, dissolution, winding-up or relief 
     of debtors, or (b) any general assignment for the benefit of 
     creditors, composition, marshalling of assets for creditors, 
     or other, similar arrangement in respect of its creditors 
     generally or any substantial portion of its creditors; 
     undertaken under U.S. Federal, state or foreign law, 
     including the Bankruptcy Code.
 
          "Interest Payment Date" means, as to any Loan other 
     than a Base Rate Loan, the last day of each Interest Period 
     applicable to such Loan and, as to any Base Rate Loan, the 
     last Business Day of each calendar month and each date such 
     Loan is converted into another Type of Loan, and the 
     Revolving Termination Date provided, however, that if any 
     Interest Period for an Offshore Rate Loan exceeds three 
     months, the date that falls three months after the beginning 
     of such Interest Period and after each Interest Payment Date 
     thereafter also is an Interest Payment Date.

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

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

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

               (iii)  no Interest Period for any Loan shall 
          extend beyond the Revolving Termination Date.

          "IRS" means the Internal Revenue Service, and any 
     Governmental Authority succeeding to any of its principal 
     functions under the Code.

          "Joint Venture" means a single-purpose corporation, 
     partnership, limited liability company, joint venture or 
     other similar legal arrangement (whether created by contract 
     or conducted through a separate legal entity) now or 
     hereafter formed by the Company or any of its Subsidiaries 
     with another Person in order to conduct a common venture or 
     enterprise with such Person.
  

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

          "Lien" means any security interest, mortgage, deed of 
     trust, pledge, hypothecation, assignment, charge or deposit 
     arrangement, encumbrance, lien (statutory or other) or 
     preferential arrangement of any kind or nature whatsoever in 
     respect of any property (including those created by, arising 
     under or evidenced by any conditional sale or other title 
     retention agreement, the interest of a lessor under a 
     capital lease, any financing lease having substantially the 
     same economic effect as any of the foregoing, or the filing 
     of any financing statement naming the owner of the asset to 
     which such lien relates as debtor, under the Uniform 
     Commercial Code or any comparable law) and any contingent or 
     other agreement to provide any of the foregoing, but not 
     including the interest of a lessor under an operating lease.

          "Loan" means an extension of credit by a Bank to the 
     Company under Article II, and may be a Base Rate Loan or an 
     Offshore Rate Loan (each, a "Type" of Loan).
   
          "Loan Documents" means this Agreement, any Notes, the 
     Fee Letters and all other documents delivered to the Agent 
     or any Bank in connection herewith.

          "Majority Banks" means at any time Banks then holding 
     at least 66-2/3% of the then aggregate unpaid principal 
     amount of the Loans or, if no such principal amount is then 
     outstanding, Banks then having at least 66-2/3% of the 
     Commitments.

          "Margin Stock" means "margin stock" as such term is 
     defined in Regulation G, T, U  or X of the FRB. 

          "Material Adverse Effect" means (a) a material adverse 
     change in, or a material adverse effect upon, the 
     operations, business, properties, condition (financial or 
     otherwise) or prospects of the Company, any Subsidiary or 
     the Company and its Subsidiaries taken as a whole; (b) a 
     material impairment of the ability of the Company or any 
     Subsidiary to perform under any Loan Document and to avoid 
     any Event of Default; or (c) a material adverse effect upon 
     the legality, validity, binding effect or enforceability 
     against the Company of any Loan Document.

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

          "Note" means a promissory note executed by the Company 
     in favor of a Bank pursuant to subsection 2.02(b), in 
     substantially the form of Exhibit F.

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

          "Notice of Conversion/Continuation" means a notice in 
     substantially the form of Exhibit B.
  
          "Obligations" means all advances, debts, liabilities, 
     obligations, covenants and duties arising under any Loan 
     Document owing by the Company to any Bank, the Agent, or any 
     Indemnified Person, whether direct or indirect (including 
     those acquired by assignment), absolute or contingent, due 
     or to become due, now existing or hereafter arising.

          "Offshore Rate" means, for any Interest Period, with 
     respect to Offshore Rate Loans comprising part of the same 
     Borrowing, the rate of interest per annum (rounded upward to 
     the next 1/16th of 1%) determined by the Agent as follows:
  
     Offshore Rate =                LIBOR                
	                1.00 - Eurodollar Reserve Percentage

     Where,

               "Eurodollar Reserve Percentage" means for any day 
          for any Interest Period the maximum reserve percentage 
          (expressed as a decimal, rounded upward to the next 
          1/100th of 1%) in effect on such day (whether or not 
          applicable to any Bank) under regulations issued from 
          time to time by the FRB for determining the maximum 
          reserve requirement (including any emergency, 
          supplemental or other marginal reserve requirement) 
          with respect to Eurocurrency funding (currently 
          referred to as "Eurocurrency liabilities");
  
               "LIBOR" means the rate of interest per annum 
          determined by the Agent by reference to that rate 
          (rounded upward, if necessary, to the next one-
          sixteenth of one percent (.0625%)) which appears on the 
          display designated as "Page 3750" on the Telerate 
          Service (or on such other page on that service or such 
          other service designated by the British Banker's 
          Association for the display of that Association's 
          Interest Settlement Rates for U.S. Dollar deposits) as 
          of 11:00 a.m., London time, on the day that is two (2) 
          Business Days prior to the first date of the proposed 
          Interest Period.  If there are no applicable quotes 
          available through Telerate Service, LIBOR will be 
          determined by reference to that rate (rounded upward, 
          if necessary, to the next one-sixteenth of one percent 
          (.0625%)) notified to the Agent by BofA as the rate of 
          interest at which dollar deposits in the approximate 
          amount of the amount of the Loan to be made or 
          continued as, or converted into, an Offshore Rate Loan 
          by BofA and having a maturity comparable to such 
          Interest Period would be offered to major banks in the 
          London interbank market at their request at 
          approximately 11:00 a.m. (London time) two Business 
          Days prior to the commencement of such Interest Period.
   
          "Offshore Rate Loan" means a Loan that bears interest 
     based on the Offshore Rate.

          "Organization Documents" means, for any corporation, 
     the certificate or articles of incorporation, the bylaws, 
     any certificate of determination or instrument relating to 
     the rights of preferred shareholders of such corporation, 
     any shareholder rights agreement, and all applicable 
     resolutions of the board of directors (or any committee 
     thereof) of such corporation.

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

          "Participant" has the meaning specified in subsection 
     10.08(d).

          "PBGC" means the Pension Benefit Guaranty Corporation, 
     or any Governmental Authority succeeding to any of its 
     principal functions under ERISA.

          "Pension Plan" means a pension plan (as defined in 
     Section 3(2) of ERISA) subject to Title IV of ERISA which 
     the Company sponsors, maintains, or to which it makes, is 
     making, or is obligated to make contributions, or in the 
     case of a multiple employer plan (as described in Section 
     4064(a) of ERISA) has made contributions at any time during 
     the immediately preceding five (5) plan years.

          "Permitted Liens" has the meaning specified in Section 
     7.01.

          "Permitted Swap Obligations" means all obligations 
     (contingent or otherwise) of the Company or any Subsidiary 
     existing or arising under Swap Contracts, provided that each 
     of the following criteria is satisfied:  (a) such 
     obligations are (or were) entered into by such Person in the 
     ordinary course of business for the purpose of directly 
     mitigating risks associated with liabilities, commitments or 
     assets held or reasonably anticipated by such Person, or 
     changes in the value of securities issued by such Person in 
     conjunction with a securities repurchase program not 
     otherwise prohibited hereunder, and not for purposes of 
     speculation or taking a "market view;" and (b) such Swap 
     Contracts do not contain (i) any provision ("walk-away" 
     provision) exonerating the non-defaulting party from its 
     obligation to make payments on outstanding transactions to 
     the defaulting party, or (ii) any provision creating or 
     permitting the declaration of an event of default, 
     termination event or similar event upon the occurrence of an 
     Event of Default hereunder (other than an Event of Default 
     under subsection 8.01(a)).

          "Person" means an individual, partnership, corporation, 
     limited liability company, business trust, joint stock 
     company, trust, unincorporated association, joint venture or 
     Governmental Authority.
  
          "Plan" means an employee benefit plan (as defined in 
     Section 3(3) of ERISA) which the Company sponsors or 
     maintains or to which the Company makes, is making, or is 
     obligated to make contributions and includes any Pension 
     Plan.

          "Prior Credit Agreement" means that certain Credit 
     Agreement dated as of February 26, 1993, among the Company, 
     the banks listed therein, and Seattle-First National Bank, 
     as Agent, as such Credit Agreement has been subsequently 
     amended to the date hereof. 

          "Pro Rata Share" means, as to any Bank at any time, the 
     percentage equivalent (expressed as a decimal, rounded to 
     the ninth decimal place) at such time of such Bank's 
     Commitment divided by the combined Commitments of all Banks.
  
          "Replacement Bank" has the meaning specified in 
     Section 3.08.

          "Replacement Loan" has the meaning specified in 
     Section 4.03.

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

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

          "Responsible Officer" means the chief executive officer 
     or the president of the Company, or any other officer having 
     substantially the same authority and responsibility; or, 
     with respect to compliance with financial covenants, the 
     chief financial officer or the treasurer of the Company, or 
     any other officer having substantially the same authority 
     and responsibility.

          "Revolving Loan" has the meaning specified in 
     Section 2.01.

          "Revolving Termination Date" means the earlier to occur 
     of:

               	(a)	February 28, 2001; and 

                (b)  the date on which the Commitments terminate 
          in accordance with the provisions of this Agreement.

          "SEC" means the Securities and Exchange Commission, or 
     any Governmental Authority succeeding to any of its 
     principal functions.

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

          "Surety Instruments" means all letters of credit 
     (including standby and commercial), banker's acceptances, 
     bank guaranties, shipside bonds, surety bonds and similar 
     instruments.

          "Swap Contract" means any agreement, whether or not in 
     writing, relating to any transaction that is a rate swap, 
     basis swap, forward rate transaction, commodity swap, 
     commodity option, equity or equity index swap or option, 
     bond, note or bill option, interest rate option, forward 
     foreign exchange transaction, cap, collar or floor trans-
     action, currency swap, cross-currency rate swap, swaption, 
     currency option or any other, similar transaction (including 
     any option to enter into any of the foregoing) or any 
     combination of the foregoing and, unless the context other-
     wise clearly requires, any master agreement relating to or 
     governing any or all of the foregoing.
  
          "Swap Termination Value" means, in respect of any one 
     or more Swap Contracts, after taking into account the effect 
     of any legally enforceable netting agreement relating to 
     such Swap Contracts, (a) for any date on or after the date 
     such Swap Contracts have been closed out and termination 
     value(s) determined in accordance therewith, such 
     termination value(s), and (b) for any date prior to the date 
     referenced in clause (a) the amount(s) determined as the 
     mark-to-market value(s) for such Swap Contracts, as 
     determined by the Company based upon one or more mid-market 
     or other readily available quotations provided by any 
     recognized dealer in such Swap Contracts (which may include 
     any Bank).

          "Tangible Net Worth" means the excess of the Company's 
     total assets over total liabilities determined on a 
     consolidated basis, excluding, however, from the 
     determination of total assets (i) all assets which should be 
     classified as intangible assets (such as goodwill, patents, 
     trademarks, copyrights, franchises, and deferred charges, 
     including unamortized debt discount and research and 
     development costs), (ii) cash held in a sinking or other 
     similar fund established for the purpose of redemption or 
     other retirement of capital stock, (iii) to the extent not 
     already deducted from total assets, reserves for 
     depreciation, depletion, obsolescence, or amortization of 
     properties and other reserves or appropriations of retained 
     earnings which have been or should be established in 
     connection with the business conducted by the Company or its 
     Subsidiaries, and (iv) any reevaluation or other write-up in 
     book value of assets subsequent to the fiscal year of the 
     Company last ended at the date of this Agreement.

          "Taxes" means any and all present or future taxes, 
     levies, assessments, imposts, duties, deductions, fees, 
     withholdings or similar charges, and all liabilities with 
     respect thereto, excluding, (i) in the case of each Bank and 
     the Agent, respectively, taxes imposed on or measured by its 
     net income by the jurisdiction (or any political subdivision 
     thereof) under the laws of which such Bank or the Agent, as 
     the case may be, is organized or maintains a lending office; 
     and (ii) in the case of the Agent and each Bank which is 
     organized or maintains a lending office in the State of 
     Washington, taxes imposed on or measured by its gross 
     receipts by the State of Washington.

          "Type" has the meaning specified in the definition of 
     "Loan."

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

          "United States" and "U.S." each means the United States 
     of America.

          "Wholly-Owned Subsidiary" means any corporation in 
     which (other than directors' qualifying shares required by 
     law) 100% of the capital stock of each class having ordinary 
     voting power, and 100% of the capital stock of every other 
     class, in each case, at the time as of which any 
     determination is being made, is owned, beneficially and of 
     record, by the Company, or by one or more other Wholly-Owned 
     Subsidiaries, or both.

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

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

          (c)  (i)  The term "documents" includes any and all 
     instruments, documents, agreements, certificates, 
     indentures, notices and other writings, however evidenced.

               (ii)  The term "including" is not limiting and 
     means "including without limitation."

               (iii)  In the computation of periods of time from 
     a specified date to a later specified date, the word "from" 
     means "from and including"; the words "to" and "until" each 
     mean "to but excluding", and the word "through" means "to 
     and including."

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

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

          (f)  This Agreement and the other Loan Documents may 
use several different limitations, tests or measurements to 
regulate the same or similar matters.  All such limitations, 
tests and measurements are cumulative and shall each be performed 
in accordance with their terms.  Unless otherwise expressly 
provided, any reference to any action of the Agent or the Banks 
by way of consent, approval or waiver shall be deemed modified by 
the phrase "in its/their sole discretion."

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

     1.03  Accounting Principles. (a)  Unless the context 
otherwise clearly requires, all accounting terms not expressly 
defined herein shall be construed, and all financial computations 
required under this Agreement shall be made, in accordance with 
GAAP, consistently applied.

          (b)	References herein to "fiscal year" and "fiscal 
quarter" refer to such fiscal periods of the Company.


                            ARTICLE II

                           THE CREDITS

     2.01  Amounts and Terms of Commitments. Each Bank severally 
agrees, on the terms and conditions set forth herein, to make 
loans to the Company from time to time on any Business Day during 
the period from the Closing Date to the Revolving Termination 
Date, in an aggregate amount not to exceed at any time 
outstanding, the amount set forth on Schedule 2.01 (such amount, 
as the same may be reduced under Section 2.05 or as a result of 
one or more assignments under Section 10.08, the Bank's 
"Commitment"); provided, however, that, after giving effect to 
any Borrowing, the aggregate principal amount of all outstanding 
Loans, shall not at any time exceed the combined Commitments.  
Within the limits of each Bank's Commitment, and subject to the 
other terms and conditions hereof, the Company may borrow under 
this Section 2.01, prepay under Section 2.06, and reborrow under 
this Section 2.01.

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

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

     2.03  Procedure for Borrowing. (a)  Each Borrowing shall be 
made upon the Company's irrevocable written notice delivered to 
the Agent in the form of a Notice of Borrowing (which notice must 
be received by the Agent prior to 9:00 a.m. (Seattle time) (i) 
four Business Days prior to the requested Borrowing Date, in the 
case of Offshore Rate Loans; and (ii) on the requested Borrowing 
Date, in the case of Base Rate Loans, specifying:

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

               (B)	the requested Borrowing Date, which 
          shall be a Business Day;

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

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

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

          (c)	Each Bank will make the amount of its Pro Rata 
Share of each Borrowing available to the Agent for the account of 
the Company at the Agent's Payment Office by 12:00 noon (Seattle 
time) on the Borrowing Date requested by the Company in funds 
immediately available to the Agent.  The proceeds of all such 
Loans will then be made available to the Company by the Agent at 
such office by crediting the account of the Company on the books 
of BofA with the aggregate of the amounts made available to the 
Agent by the Banks and in like funds as received by the Agent.

          (d)	After giving effect to any Borrowing, unless the 
Agent shall otherwise consent, there may not be more than twelve 
different Interest Periods in effect.

     2.04  Conversion and Continuation Elections. (a)  The 
Company may, upon irrevocable written notice to the Agent in 
accordance with subsection 2.04(b):

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

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

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

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

                    (A) 	the proposed Conversion/Continuation 
          Date;

                    (B) 	the aggregate amount of Loans to be 
          converted or continued;

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

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

          (c)	If upon the expiration of any Interest Period 
applicable to Offshore Rate Loans, the Company has failed to 
timely select a new Interest Period to be applicable to such 
Offshore Rate Loans, or if any Default or Event of Default then 
exists, the Company shall be deemed to have elected to convert 
such Offshore Rate Loans into Base Rate Loans effective as of the 
expiration date of such Interest Period.

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

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

          (f)	After giving effect to any conversion or 
continuation of Loans, unless the Agent shall otherwise consent, 
there may not be more than twelve different Interest Periods in 
effect.

     2.05  Voluntary Termination or Reduction of Commitments. The 
Company may, upon not less than five Business Days' prior notice 
to the Agent, terminate the Commitments, or permanently reduce 
the Commitments by an aggregate minimum amount of $5,000,000 or 
any larger multiple thereof; unless, after giving effect thereto 
and to any prepayments of Loans made on the effective date 
thereof, the then-outstanding principal amount of the Loans 
would exceed the amount of the combined Commitments then in 
effect.  Once reduced in accordance with this Section, the 
Commitments may not be increased.  Any reduction of the 
Commitments shall be applied to each Bank according to its Pro 
Rata Share.  All accrued commitment fees to, but not including 
the effective date of any reduction or termination of 
Commitments, shall be paid on the effective date of such 
reduction or termination.

     2.06  Optional Prepayments. Subject to Section 3.04, the 
Company may, at any time or from time to time, upon not less 
than two Business Days' irrevocable notice to the Agent, ratably 
prepay Base Rate Loans in whole or in part, in minimum amounts 
of $5,000,000 or any multiple of $1,000,000 in excess thereof.  
Such notice of prepayment shall specify the date and amount of 
such prepayment.  The Agent will notify promptly each Bank of 
its receipt of any such notice, and of such Bank's Pro Rata 
Share of such prepayment.  If such notice is given by the 
Company, the Company shall make such prepayment and the payment 
amount specified in such notice shall be due and payable on the 
date specified therein, together with accrued interest to each 
such date on the amount prepaid and any amounts required 
pursuant to Section 3.04.

     2.07  Repayment. The Company shall repay to the Banks on the 
Revolving Termination Date the aggregate principal amount of 
Loans outstanding on such date.

     2.08  Interest. (a)  Each Loan shall bear interest on the 
outstanding principal amount thereof from the applicable 
Borrowing Date at a rate per annum equal to:  (i) the sum of the 
Offshore Rate plus the Applicable Margin, as set forth in 
Schedule 2.08, in the case of Offshore Rate Loans, or (ii) the 
Base Rate, in the case of Base Rate Loans.

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

          (c)	Notwithstanding subsection (a) of this Section, 
while any Event of Default exists or after acceleration, the 
Company shall pay interest (after as well as before entry of 
judgment thereon to the extent permitted by law) on the 
principal amount of all outstanding Obligations, at a rate per 
annum which is determined by adding 2% per annum to the 
Applicable Margin then in effect for such Loans and, in the case 
of Obligations not subject to an Applicable Margin, at a rate 
per annum equal to the Base Rate plus 2%; provided, however, 
that, on and after the expiration of any Interest Period 
applicable to any Offshore Rate Loan outstanding on the date of 
occurrence of such Event of Default or acceleration, the 
principal amount of such Loan shall, during the continuation of 
such Event of Default or after acceleration, bear interest at a 
rate per annum equal to the Base Rate plus 2%.

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

     2.09  Fees. (a) Agency Fees.  The Company shall pay an 
agency fee to the Agent for the Agent's own account, as required 
by that certain letter agreement ("Fee Letter") between the 
Company and the Agent dated as of February 22, 1998.

          (b)  Facility Fees.  The Company shall pay to the Agent 
for the account of each Bank a facility fee on such Bank's 
Commitment (the "Facility Fee").  The Facility Fees shall be 
computed daily at the applicable per annum rate set forth on 
Schedule 2.08 on such Bank's Commitment.  Such Facility Fees 
shall accrue from the date of this Agreement to the Revolving 
Termination Date and shall be due and payable quarterly in 
arrears on the last Business Day of each calendar quarter 
commencing on March 31, 1998 through the Revolving Termination 
Date, with the final payment to be made on the Revolving 
Termination Date; provided that, in connection with any 
reduction or termination of Commitments under Section 2.05, the 
accrued Facility Fees calculated for the period ending on such 
date also shall be paid on the date of such reduction or 
termination, with the following quarterly payment being 
calculated on the basis of the period from such reduction or 
termination date to such quarterly payment date.  The Facility 
Fees provided in this subsection shall accrue at all times after 
the Closing Date, including at any time during which one or more 
conditions in Article IV are not met.

     2.10  Computation of Fees and Interest. (a)  All 
computations of interest for Base Rate Loans shall be made on 
the basis of a year of 365 or 366 days, as the case may be, and 
actual days elapsed.  All other computations of fees and 
interest shall be made on the basis of a 360-day year and actual 
days elapsed (which results in more interest being paid than if 
computed on the basis of a 365-day year).  Interest and fees 
shall accrue during each period during which interest or such 
fees are computed from the first day thereof to the last day 
thereof.

          (b)	The interest rate applicable to Offshore Rate 
Loans shall be adjusted automatically as to all Offshore Rate 
Loans then outstanding as of the opening of business on each day 
on which a change in either the Applicable Margin or the 
Eurodollar Reserve Percentage first becomes effective.

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

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

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

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

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

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

     2.13  Sharing of Payments, Etc. If, other than as expressly 
provided elsewhere herein, any Bank shall obtain on account of 
the Loans made by it any payment (whether voluntary, 
involuntary, through the exercise of any right of set-off, or 
otherwise) in excess of its ratable share (or other share 
contemplated hereunder), such Bank shall immediately (a) notify 
the Agent of such fact, and (b) purchase from the other Banks 
such participations in the Loans made by them as shall be 
necessary to cause such purchasing Bank to share the excess 
payment pro rata with each of them; provided, however, that if 
all or any portion of such excess payment is thereafter 
recovered from the purchasing Bank, such purchase shall to that 
extent be rescinded and each other Bank shall repay to the 
purchasing Bank the purchase price paid therefor, together with 
an amount equal to such paying Bank's ratable share (according 
to the proportion of (i) the amount of such paying Bank's 
required repayment to (ii) the total amount so recovered from 
the purchasing Bank) of any interest or other amount paid or 
payable by the purchasing Bank in respect of the total amount so 
recovered.  The Company agrees that any Bank so purchasing a 
participation from another Bank may, to the fullest extent 
permitted by law, exercise all its rights of payment (including 
the right of set-off, but subject to Section 10.10) with respect 
to such participation as fully as if such Bank were the direct 
creditor of the Company in the amount of such participation.  
The Agent will keep records (which shall be rebuttable 
presumptive evidence) of participations purchased under this 
Section and will in each case notify the Banks following any 
such purchases or repayments.

     2.14	 Extension of Revolving Termination Date .	

          (a)	The Company may request that the Banks extend 
the Revolving Termination Date for successive one-year periods 
by notifying the Banks and the Agent in writing on a day not 
more than two years and thirty (30) days and not less than two 
years prior to the then-existing Revolving Termination Date.  If 
all Banks consent to such an extension, the Banks shall so 
notify the Company and the Agent in writing no later than one 
year and two hundred twenty-five (225) days prior to the then-
existing Revolving Termination Date.  If all Lenders provide the 
Company and Agent with such a written notice the Revolving 
Termination Date shall be extended for an additional one-year 
period.  If any Bank in its sole discretion does not provide the 
written notice evidencing its consent as herein provided, the 
request for extension shall be deemed denied by all Banks.

          (b)	If any Bank shall fail to consent to an 
extension as provided in Section 2.14(a) above (a "Dissenting 
Bank"), the Company may:  (i) request the Dissenting Bank to use 
its best efforts to obtain a replacement bank or financial 
institution satisfactory to the Company to acquire and assume 
all of such Dissenting Bank's Loans and Commitment which 
replacement Bank would consent to the requested extension (a 
"Replacement Bank"); (ii) request one more of the other Banks to 
acquire and assume all or part of such Dissenting Bank's Loans 
and Commitment; or (iii) designate a Replacement Bank.  Any such 
designation of a Replacement Bank under clause (i) or (iii) 
shall be subject to the prior written consent of the Agent 
(which consent shall not be unreasonably withheld).  Upon the 
designation and acceptance of a Replacement Bank, the Dissenting 
Bank agrees to assign all of its interest in the Loans and its 
Commitment to the Replacement Bank pursuant to documentation 
reasonably acceptable to the Dissenting Bank and the Replacement 
Bank.  Upon the consummation of any such assignment, if all 
other Banks have previously provided the written notice agreeing 
to extend the Revolving Termination Date as contemplated by 
Section 2.14(a) above and have not revoked such notice in a 
writing delivered to the Agent and the Company, the Revolving 
Termination Date shall be automatically extended for an 
additional one-year period. 

                              ARTICLE III

               TAXES, YIELD PROTECTION AND ILLEGALITY

     3.01  Taxes. (a)  Any and all payments by the Company to 
each Bank or the Agent under this Agreement and any other Loan 
Document shall be made free and clear of, and without deduction 
or withholding for, any Taxes.  In addition, the Company shall 
pay all Other Taxes.

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

               (i)  the sum payable shall be increased as 
     necessary so that, after making all required deductions and 
     withholdings (including deductions and withholdings 
     applicable to additional sums payable under this Section), 
     such Bank or the Agent, as the case may be, receives and 
     retains an amount equal to the sum it would have received 
     and retained had no such deductions or withholdings been 
     made;

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

               (iii)  the Company shall pay the full amount 
     deducted or withheld to the relevant taxing authority or 
     other authority in accordance with applicable law; and
  
               (iv)  the Company shall also pay to each Bank or 
     the Agent for the account of such Bank, at the time interest 
     is paid, Further Taxes in the amount that the respective 
     Bank specifies as necessary to preserve the after-tax yield 
     the Bank would have received if such Taxes, Other Taxes or 
     Further Taxes had not been imposed.

Notwithstanding anything in this Section 3.01(b) to the 
contrary, however, the terms of this Section 3.01(b) shall not 
be applicable to a Bank if, on the date of this Agreement, a 
payment made by Agent to such Bank would be subject to any U.S. 
withholding tax. 

          (c)	The Company agrees to indemnify and hold 
harmless each Bank and the Agent for the full amount of i) 
Taxes, ii) Other Taxes, and iii) Further Taxes in the amount 
that the respective Bank specifies as necessary to preserve the 
after-tax yield the Bank would have received if such Taxes, 
Other Taxes or Further Taxes had not been imposed, and any 
liability (including penalties, interest, additions to tax and 
expenses) arising therefrom or with respect thereto, whether or 
not such Taxes, Other Taxes or Further Taxes were correctly or 
legally asserted.  Payment under this indemnification shall be 
made within 30 days after the date the Bank or the Agent makes 
written demand therefor.

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

          (e)	If the Company is required to pay any amount to 
any Bank or the Agent pursuant to subsection (b) or (c) of this 
Section, then such Bank shall use reasonable efforts (consistent 
with legal and regulatory restrictions) to change the 
jurisdiction of its Lending Office so as to eliminate any such 
additional payment by the Company which may thereafter accrue, 
if such change in the sole judgment of such Bank is not 
otherwise disadvantageous to such Bank.

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

          (b)	If a Bank determines that it is unlawful to 
maintain any Offshore Rate Loan, the Company shall, upon its 
receipt of notice of such fact and demand from such Bank (with a 
copy to the Agent), prepay in full such Offshore Rate Loans of 
that Bank then outstanding, together with interest accrued 
thereon and amounts required under Section 3.04, either on the 
last day of the Interest Period thereof, if the Bank may 
lawfully continue to maintain such Offshore Rate Loans to such 
day, or immediately, if the Bank may not lawfully continue to 
maintain such Offshore Rate Loan.  If the Company is required to 
so prepay any Offshore Rate Loan, then concurrently with such 
prepayment, the Company shall borrow from the affected Bank, in 
the amount of such repayment, a Base Rate Loan.

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

          (d)	Before giving any notice to the Agent under this 
Section, the affected Bank shall designate a different Lending 
Office with respect to its Offshore Rate Loans if such desig-
nation will avoid the need for giving such notice or making such 
demand and will not, in the judgment of the Bank, be illegal or 
otherwise disadvantageous to the Bank.

     3.03  Increased Costs and Reduction of Return. (a)  If any 
Bank determines that, due to either (i) the introduction of or 
any change (other than any change by way of imposition of or 
increase in reserve requirements included in the calculation of 
the Offshore Rate or in respect of the assessment rate payable 
by any Bank to the FDIC for insuring U.S. deposits) in or in the 
interpretation of any law or regulation or (ii) the compliance 
by that Bank with any guideline or request from any central bank 
or other Governmental Authority (whether or not having the force 
of law), there shall be any increase in the cost to such Bank of 
agreeing to make or making, funding or maintaining any Offshore 
Rate Loans, then the Company shall be liable for, and shall from 
time to time, upon demand (with a copy of such demand to be sent 
to the Agent), pay to the Agent for the account of such Bank, 
additional amounts as are sufficient to compensate such Bank for 
such increased costs.

          (b)	If any Bank shall have determined that (i) the 
introduction of any Capital Adequacy Regulation, (ii) any change 
in any Capital Adequacy Regulation, (iii) any change in the 
interpretation or administration of any Capital Adequacy 
Regulation by any central bank or other Governmental Authority 
charged with the interpretation or administration thereof, or 
(iv) compliance by the Bank (or its Lending Office) or any 
corporation controlling the Bank with any Capital Adequacy 
Regulation, affects or would affect the amount of capital 
required or expected to be maintained by the Bank or any 
corporation controlling the Bank and (taking into consideration 
such Bank's or such corporation's policies with respect to 
capital adequacy and such Bank's desired return on capital) 
determines that the amount of such capital is increased as a 
consequence of its Commitment, loans, credits or obligations 
under this Agreement, then, upon demand of such Bank to the 
Company through the Agent, the Company shall pay to the Bank, 
from time to time as specified by the Bank, additional amounts 
sufficient to compensate the Bank for such increase.

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

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

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

          (c)	the failure of the Company to make any 
prepayment in accordance with any notice under Section 2.06;

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

          (e)	the automatic conversion under Section 2.04 of 
any Offshore Rate Loan to a Base Rate Loan on a day that is not 
the last day of the relevant Interest Period;

including any such loss or expense arising from the liquidation 
or reemployment of funds obtained by it to maintain its Offshore 
Rate Loans or from fees payable to terminate the deposits from 
which such funds were obtained.  For purposes of calculating 
amounts payable by the Company to the Banks under this Section 
and under subsection 3.03(a), each Offshore Rate Loan made by a 
Bank (and each related reserve, special deposit or similar 
requirement) shall be conclusively deemed to have been funded at 
the LIBOR used in determining the Offshore Rate for such 
Offshore Rate Loan by a matching deposit or other borrowing in 
the interbank eurodollar market for a comparable amount and for 
a comparable period, whether or not such Offshore Rate Loan is 
in fact so funded.

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

     3.06  Reserves on Offshore Rate Loans. The Company shall pay 
to each Bank, as long as such Bank shall be required under 
regulations of the FRB to maintain reserves with respect to 
liabilities or assets consisting of or including Eurocurrency 
funds or deposits (currently known as "Eurocurrency 
liabilities"), additional costs on the unpaid principal amount 
of each Offshore Rate Loan equal to the actual costs of such 
reserves allocated to such Loan by the Bank (as determined by 
the Bank in good faith, which determination shall be 
conclusive), payable on each date on which interest is payable 
on such Loan, provided the Company shall have received at least 
15 days' prior written notice (with a copy to the Agent) of such 
additional interest from the Bank.  If a Bank fails to give 
notice 15 days prior to the relevant Interest Payment Date, such 
additional interest shall be payable 15 days from receipt of 
such notice.

     3.07  Certificates of Banks. Any Bank claiming reimbursement 
or compensation under this Article III shall deliver to the 
Company (with a copy to the Agent) a certificate setting forth 
in reasonable detail the amount payable to the Bank hereunder 
and such certificate shall be conclusive and binding on the 
Company in the absence of manifest error.

     3.08  Substitution of Banks. Upon the receipt by the Company 
from any Bank (an "Affected Bank") of a claim for compensation 
under Section 3.03, the Company may:  (i) request the Affected 
Bank to use its best efforts to obtain a replacement bank or 
financial institution satisfactory to the Company to acquire and 
assume all or a ratable part of all of such Affected Bank's 
Loans and Commitment (a "Replacement Bank"); (ii) request one 
more of the other Banks to acquire and assume all or part of 
such Affected Bank's Loans and Commitment; or (iii) designate a 
Replacement Bank.  Any such designation of a Replacement Bank 
under clause (i) or (iii) shall be subject to the prior written 
consent of the Agent (which consent shall not be unreasonably 
withheld).  Upon the designation and acceptance of a Replacement 
Bank, the Affected Bank agrees to assign all of its interest in 
the Loans and its Commitment to the Replacement Bank pursuant to 
documentation reasonably acceptable to the Affected Bank and the 
Replacement Bank.

     3.09  Survival. The agreements and obligations of the 
Company in this Article III shall survive the payment of all 
other Obligations.


                             ARTICLE IV

                       CONDITIONS PRECEDENT

     4.01  Conditions of Initial Loans. The obligation of each 
Bank to make its initial Loan hereunder is subject to the 
condition that the Agent shall have received on or before the 
Closing Date all of the following, in form and substance 
satisfactory to the Agent and each Bank:

          (a)	Credit Agreement and Notes .  This Agreement and 
the Notes executed by each party thereto;

          (b)	Resolutions; Incumbency.

              (i)  Copies of the resolutions of the board of 
     directors of the Company authorizing the transactions 
     contemplated hereby, certified as of the Closing Date by the 
     Secretary or an Assistant Secretary of the Company; and

              (ii)  A certificate of the Secretary or 
     Assistant Secretary of the Company, certifying the names and 
     true signatures of the officers of the Company authorized to 
     execute, deliver and perform, as applicable, this Agreement, 
     and all other Loan Documents to be delivered by it 
     hereunder; 

          (c)	Organization Documents; Good Standing. Each of 
the following documents:

              (i)  the articles or certificate of 
     incorporation and the bylaws of the Company as in effect on 
     the Closing Date, certified by the Secretary or Assistant 
     Secretary of the Company as of the Closing Date; and
 
              (ii)  a good standing or existence certificate 
     for the Company from the Secretary of State (or similar, 
     applicable Governmental Authority) of its state of 
     incorporation and each state where the Company is qualified 
     to do business as a foreign corporation as of a recent date;

          (d)	Legal Opinion.  An opinion of Bogle & Gates, 
counsel to the Company and addressed to the Agent and the Banks, 
substantially in the form of Exhibit D;
 
          (e)	Payment of Fees.  Evidence of payment by the 
Company of all accrued and unpaid fees, costs and expenses to 
the extent then due and payable on the Closing Date, together 
with Attorney Costs of BofA to the extent invoiced prior to or 
on the Closing Date, plus such additional amounts of Attorney 
Costs as shall constitute BofA's reasonable estimate of Attorney 
Costs incurred or to be incurred by it through the closing 
proceedings (provided that such estimate shall not thereafter 
preclude final settling of accounts between the Company and 
BofA); including any such costs, fees and expenses arising under 
or referenced in Sections 2.09 and 10.04;

          (f)	Certificate.  A certificate signed by a 
Responsible Officer, dated as of the Closing Date, stating that:

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

              (ii)  no Default or Event of Default exists or 
     would result from the initial Borrowing; and

              (iii)  there has occurred since October 31, 
     1997, no event or circumstance that has resulted or could 
     reasonably be expected to result in a Material Adverse 
     Effect; and

          (g)	Prior Credit Agreement.  Evidence satisfactory 
to Agent and Banks that (i) all amounts owing and all 
obligations required to be performed under the Prior Credit 
Agreement including the payment of all accrued interest, fees, 
costs and other expenses (whether or not then due under the 
Prior Credit Agreement) shall have been fully paid and 
performed; and (ii) the commitments of any lender under the 
Prior Credit Agreement to make additional loans or other 
advances shall have been terminated.  

          (h)	Other Documents.  Such other approvals, 
opinions, documents or materials as the Agent or any Bank may 
request.

     4.02  Conditions to All Borrowings. The obligation of each 
Bank to make any Loan to be made by it (including its initial 
Loan) or to continue or convert any Loan under Section 2.04 is 
subject to the satisfaction of the following conditions 
precedent on the relevant Borrowing Date or Conversion/
Continuation Date:

          (a) 	Notice of Borrowing or Conversion/Continuation. 
The Agent shall have received (with, in the case of the initial 
Loan only, a copy for each Bank) a Notice of Borrowing or a 
Notice of Conversion/Continuation, as applicable;

          (b) 	Continuation of Representations and Warranties. 
The representations and warranties in Article V shall be true 
and correct on and as of such Borrowing Date or Conversion/
Continuation Date with the same effect as if made on and as of 
such Borrowing Date or Conversion/Continuation Date (except to 
the extent such representations and warranties expressly refer 
to an earlier date, in which case they shall be true and correct 
as of such earlier date); and

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

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

                               ARTICLE V

                    REPRESENTATIONS AND WARRANTIES

     The Company represents and warrants to the Agent and each 
Bank that:

     5.01  Corporate Existence and Power. The Company and each of 
its Subsidiaries:   

          (a)	is a corporation duly organized and validly 
existing under the laws of the jurisdiction of its 
incorporation; 

          (b)	has the power and authority and all governmental 
licenses, authorizations, consents and approvals to own its 
assets, carry on its business and to execute, deliver, and 
perform its obligations under the Loan Documents;

          (c) 	is duly qualified as a foreign corporation and 
is licensed and in good standing under the laws of each 
jurisdiction where its ownership, lease or operation of property 
or the conduct of its business requires such qualification or 
license; and

          (d)	is in compliance with all Requirements of Law; 

except, in each case referred to in clause (c) or clause (d) of 
this Section 5.01, to the extent that the failure to do so could 
not reasonably be expected to have a Material Adverse Effect.

     5.02  Corporate Authorization; No Contravention. The 
execution, delivery and performance by the Company of this 
Agreement and each other Loan Document to which the Company is 
party, have been duly authorized by all necessary corporate 
action, and do not and will not:

          (a)	contravene the terms of any of the Company's 
Organization Documents;

          (b)	conflict with or result in any breach or 
contravention of, or the creation of any Lien under, any 
document evidencing any Contractual Obligation to which the 
Company is a party or any order, injunction, writ or decree of 
any Governmental Authority to which the Company or its property 
is subject; or

          (c)	violate any Requirement of Law.

     5.03  Governmental Authorization. No approval, consent, 
exemption, authorization, or other action by, or notice to, or 
filing with, any Governmental Authority is necessary or required 
in connection with the execution, delivery or performance by, or 
enforcement against the Company of this Agreement or any other 
Loan Document.

     5.04  Binding Effect. This Agreement and each other Loan 
Document to which the Company is a party constitute the legal, 
valid and binding obligations of the Company, enforceable 
against the Company in accordance with their respective terms, 
except as enforceability may be limited by applicable 
bankruptcy, insolvency, or similar laws affecting the 
enforcement of creditors' rights generally or by equitable 
principles relating to enforceability.

     5.05  Litigation. Except as specifically disclosed in 
Schedule 5.05, there are no actions, suits, proceedings, claims 
or disputes pending, or to the best knowledge of the Company, 
threatened or contemplated, at law, in equity, in arbitration or 
before any Governmental Authority, against the Company, or its 
Subsidiaries or any of their respective properties which:

          (a)	purport to affect or pertain to this Agreement 
or any other Loan Document, or any of the transactions 
contemplated hereby or thereby; or

          (b)	if determined adversely to the Company or its 
Subsidiaries, would reasonably be expected to have a Material 
Adverse Effect.  

No injunction, writ, temporary restraining order or any order of 
any nature has been issued by any court or other Governmental 
Authority purporting to enjoin or restrain the execution, 
delivery or performance of this Agreement or any other Loan 
Document, or directing that the transactions provided for herein 
or therein not be consummated as herein or therein provided.

     5.06  No Default. No Default or Event of Default exists or 
would result from the incurring of any Obligations by the 
Company.  As of the Closing Date, neither the Company nor any 
Subsidiary is in default under or with respect to any 
Contractual Obligation in any respect which, individually or 
together with all other such defaults, could reasonably be 
expected to have a Material Adverse Effect, or that would, if 
such default had occurred after the Closing Date, create an 
Event of Default under subsection 8.01(e).

     5.07  ERISA Compliance. Except as specifically disclosed in 
Schedule 5.07:

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

          (b)	There are no pending or, to the best knowledge 
of Company, threatened claims, actions or lawsuits, or action by 
any Governmental Authority, with respect to any Plan which has 
resulted or could reasonably be expected to result in a Material 
Adverse Effect.  There has been no prohibited transaction or 
violation of the fiduciary responsibility rules with respect to 
any Plan which has resulted or could reasonably be expected to 
result in a Material Adverse Effect.

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

     5.08  Use of Proceeds; Margin Regulations. The proceeds of 
the Loans are to be used solely for the purposes set forth in 
and permitted by Section 6.12 and Section 7.07.  Neither the 
Company nor any Subsidiary is generally engaged in the business 
of purchasing or selling Margin Stock or extending credit for 
the purpose of purchasing or carrying Margin Stock.

     5.09  Title to Properties. The Company and each Subsidiary 
have good record and marketable title in fee simple to, or valid 
leasehold interests in, all real property necessary or used in 
the ordinary conduct of their respective businesses, except for 
such defects in title as could not, individually or in the 
aggregate, have a Material Adverse Effect.  As of the Closing 
Date, the property of the Company and its Subsidiaries is 
subject to no Liens, other than Permitted Liens.

     5.10  Taxes. The Company and its Subsidiaries have filed all 
Federal and other material tax returns and reports required to 
be filed, and have paid all Federal and other material taxes, 
assessments, fees and other governmental charges levied or 
imposed upon them or their properties, income or assets 
otherwise due and payable, except those which are being 
contested in good faith by appropriate proceedings and for which 
adequate reserves have been provided in accordance with GAAP. 
There is no proposed tax assessment against the Company or any 
Subsidiary that would, if made, have a Material Adverse Effect.

     5.11  Financial Condition. (a)  The audited consolidated 
financial statements of the Company and its Subsidiaries for the 
year ended October 31, 1997, and the related consolidated 
statements of income or operations, shareholders' equity and 
cash flows for the fiscal year ended on that date:

              (i)  were prepared in accordance with GAAP 
     consistently applied throughout the period covered thereby, 
     except as otherwise expressly noted therein; 

              (ii)  fairly present the financial condition of 
     the Company and its Subsidiaries as of the date thereof and 
     results of operations for the period covered thereby; and

              (iii)  except as specifically disclosed in 
     Schedule 5.11, show all material indebtedness and other 
     liabilities, direct or contingent, of the Company and its 
     consolidated Subsidiaries as of the date thereof, including 
     liabilities for taxes, material commitments and Contingent 
     Obligations.  

          (b)	Since October 31, 1997, there has been no event 
or condition which has resulted in a Material Adverse Effect.

     5.12  Environmental Matters. The Company conducts in the 
ordinary course of business a review of the effect of existing 
Environmental Laws and existing Environmental Claims on its 
business, operations and properties, and as a result thereof the 
Company has reasonably concluded that, except as specifically 
disclosed in Schedule 5.12, such Environmental Laws and 
Environmental Claims could not, individually or in the 
aggregate, reasonably be expected to have a Material Adverse 
Effect.

     5.13  Regulated Entities. None of the Company, any Person 
controlling the Company, or any Subsidiary, is an "Investment 
Company" within the meaning of the Investment Company Act of 
1940.  The Company is not subject to regulation under the Public 
Utility Holding Company Act of 1935, the Federal Power Act, the 
Interstate Commerce Act, any state public utilities code, or any 
other Federal or state statute or regulation limiting its 
ability to incur Indebtedness.

     5.14  No Burdensome Restrictions. Neither the Company nor 
any Subsidiary is subject to any restriction in any Organization 
Document or to any Requirement of Law, which could reasonably be 
expected to have a Material Adverse Effect.  Neither the Company 
nor any Subsidiary is a party to or bound by any Contractual 
Obligation which the Company reasonably anticipates may have a 
Material Adverse Effect.

     5.15  Copyrights, Patents, Trademarks and Licenses, etc.  
The Company and its Subsidiaries own or are licensed or 
otherwise have the right to use all of the patents, trademarks, 
service marks, trade names, copyrights, contractual franchises, 
authorizations and other rights that are reasonably necessary 
for the operation of their respective businesses, without 
conflict with the rights of any other Person.  To the best 
knowledge of the Company, no slogan or other advertising device, 
product, process, method, substance, part or other material now 
employed, or now contemplated to be employed, by the Company or 
any Subsidiary infringes upon any rights held by any other 
Person.  Except as specifically disclosed in Schedule 5.05, no 
claim or litigation regarding any of the foregoing is pending or 
threatened, and no patent, invention, device, application, 
principle or any statute, law, rule, regulation, standard or 
code is pending or, to the knowledge of the Company, proposed, 
which, in either case, could reasonably be expected to have a 
Material Adverse Effect.

     5.16  Subsidiaries. As of the Closing Date, the Company has 
no Subsidiaries other than those specifically disclosed in part 
(a) of Schedule 5.16 hereto and has no equity investments in any 
other corporation or entity other than those specifically 
disclosed in part (b) of Schedule 5.16. 

     5.17  Insurance. Except as specifically disclosed in 
Schedule 5.17, the properties of the Company and its 
Subsidiaries are insured with financially sound and reputable 
insurance companies not Affiliates of the Company, in such 
amounts, with such deductibles and covering such risks as are 
customarily carried by companies engaged in similar businesses 
and owning similar properties in localities where the Company or 
such Subsidiary operates.

     5.18  Swap Obligations.  Neither the Company nor any of its 
Subsidiaries has incurred any outstanding obligations under any 
Swap Contracts, other than Permitted Swap Obligations.  The 
Company has undertaken its own independent assessment of its 
consolidated assets, liabilities and commitments and has 
considered appropriate means of mitigating and managing risks 
associated with such matters and has not relied on any swap 
counterparty or any Affiliate of any swap counterparty in 
determining whether to enter into any Swap Contract.

     5.19  Full Disclosure. None of the representations or 
warranties made by the Company or any Subsidiary in the Loan 
Documents as of the date such representations and warranties are 
made or deemed made, and none of the statements contained in any 
exhibit, report, statement or certificate furnished by or on 
behalf of the Company or any Subsidiary in connection with the 
Loan Documents (including the offering and disclosure materials 
delivered by or on behalf of the Company to the Banks prior to 
the Closing Date), contains any untrue statement of a material 
fact or omits any material fact required to be stated therein or 
necessary to make the statements made therein, in light of the 
circumstances under which they are made, not misleading as of 
the time when made or delivered.

     5.20  Year 2000 Compliance.  The Company has conducted a 
comprehensive review and assessment of the Company's computer 
applications and made inquiry of the Company's key suppliers, 
vendors, and customers with respect to the "year 2000 problem" 
(that is, the risk that computer applications may not be able to 
properly perform date-sensitive functions after December 31, 
1999) and based on that review and inquiry, the Company does not 
believe that the year 2000 problem will have a Material Adverse 
Effect.

                            ARTICLE VI

                      AFFIRMATIVE COVENANTS

     So long as any Bank shall have any Commitment hereunder, or 
any Loan or other Obligation shall remain unpaid or unsatisfied, 
unless the Majority Banks waive compliance in writing: 

     6.01  Financial Statements. The Company shall deliver to the 
Agent, in form and detail satisfactory to the Agent and the 
Majority Banks, with sufficient copies for each Bank:

          (a)	as soon as available, but not later than 90 days 
after the end of each fiscal year (commencing with the fiscal 
year ended October 31, 1998), a copy of the audited consolidated 
balance sheet of the Company and its Subsidiaries as at the end 
of such year and the related consolidated statements of income 
or operations, shareholders' equity and cash flows for such 
year, setting forth in each case in comparative form the figures 
for the previous fiscal year, and accompanied by the opinion of 
a nationally-recognized independent public accounting firm 
("Independent Auditor") selected by the Company which report 
shall state that such consolidated financial statements present 
fairly the financial position for the periods indicated in 
conformity with GAAP applied on a basis consistent with prior 
years.  Such opinion shall not be qualified or limited because 
of a restricted or limited examination by the Independent 
Auditor of any material portion of the Company's or any 
Subsidiary's records and shall be delivered to the Agent 
pursuant to a reliance agreement between the Agent and Banks and 
such Independent Auditor in form and substance satisfactory to 
the Agent;

          (b)	as soon as available, but not later than 60 days 
after the end of each of the first three fiscal quarters of 
each fiscal year (commencing with the fiscal quarter ended 
January 31, 1998), a copy of the unaudited consolidated balance 
sheet of the Company and its Subsidiaries as of the end of such 
quarter and the related consolidated statements of income, 
shareholders' equity and cash flows for the period commencing on 
the first day and ending on the last day of such quarter, and 
certified by a Responsible Officer as fairly presenting, in 
accordance with GAAP (subject to ordinary, good faith year-end 
audit adjustments), the financial position and the results of 
operations of the Company and the Subsidiaries; and

          (c)	promptly upon receipt by Company of a request 
therefor from Agent (acting on instructions from Majority 
Lenders), a copy of an unaudited consolidating balance sheet of 
the Company and its Subsidiaries and the related consolidating 
statement of income, shareholders' equity and cash flows for the 
most recent fiscal quarter or year then ended, as the case may 
be, certified by a Responsible Officer as having been developed 
and used in connection with the preparation of the financial 
statements referred to in subsections 6.01(a) or (b).

     6.02  Certificates; Other Information. The Company shall 
furnish to the Agent, with sufficient copies for each Bank:

          (a) 	concurrently with the delivery of the financial 
statements referred to in subsection 6.01(a), a certificate of 
the Independent Auditor stating that as of the end of such 
fiscal year Company was in compliance with the terms of Sections 
6.13, 6.14, and 6.15 hereof;

          (b) 	concurrently with the delivery of the financial 
statements referred to in subsections 6.01(a) and (b), a 
Compliance Certificate executed by a Responsible Officer;

          (c)	promptly, copies of all financial statements and 
reports that the Company sends to its shareholders, and copies 
of all financial statements and regular, periodical or special 
reports (including Forms 10K, 10Q and 8K) that the Company or 
any Subsidiary may make to, or file with, the SEC; and 

          (d) 	promptly, such additional information regarding 
the business, financial or corporate affairs of the Company or 
any Subsidiary as the Agent, at the request of any Bank, may 
from time to time request.

     6.03  Notices. The Company shall promptly notify the Agent 
and each Bank:

          (a) 	of the occurrence of any Default or Event of 
Default, and of the occurrence or existence of any event or 
circumstance that foreseeably will become a Default or Event of 
Default;

          (b)	of any matter that has resulted or may result in 
a Material Adverse Effect, including (i) breach or 
non-performance of, or any default under, a Contractual 
Obligation of the Company or any Subsidiary; (ii) any dispute, 
litigation, investigation, proceeding or suspension between the 
Company or any Subsidiary and any Governmental Authority; or 
(iii) the commencement of, or any material development in, any 
litigation or proceeding affecting the Company or any 
Subsidiary, including pursuant to any applicable Environmental 
Laws;

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

              (i)   an ERISA Event;

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

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

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

          (d)	of any material change in accounting policies or 
financial reporting practices by the Company or any of its 
consolidated Subsidiaries;

          (e)  upon the request from time to time of the Agent, 
the Swap Termination Values, together with a description of the 
method by which such values were determined, relating to any 
then-outstanding Swap Contracts to which the Company or any of 
its Subsidiaries is party.

          Each notice under this Section shall be accompanied by 
a written statement by a Responsible Officer setting forth 
details of the occurrence referred to therein, and stating what 
action the Company or any affected Subsidiary proposes to take 
with respect thereto and at what time.  Each notice under 
subsection 6.03(a) shall describe with particularity any and all 
clauses or provisions of this Agreement or other Loan Document 
that have been (or foreseeably will be) breached or violated.


     6.04  Preservation of Corporate Existence, Etc. The Company 
shall, and shall cause each Subsidiary to:

          (a)	preserve and maintain in full force and effect 
its corporate existence and good standing under the laws of its 
state or jurisdiction of incorporation;

          (b)	preserve and maintain in full force and effect 
all governmental rights, privileges, qualifications, permits, 
licenses and franchises necessary or desirable in the normal 
conduct of its business, except in connection with transactions 
permitted by Section 7.03 and sales of assets permitted by 
Section 7.02;

          (c)	use reasonable efforts, in the ordinary course 
of business, to preserve its business organization and goodwill; 
and

          (d)	preserve or renew all of its registered patents, 
copyrights, trademarks, trade names and service marks, the 
non-preservation of which could reasonably be expected to have a 
Material Adverse Effect.

     6.05  Maintenance of Property. The Company shall maintain, 
and shall cause each Subsidiary to maintain, and preserve all 
its property which is used or useful in its business in good 
working order and condition, ordinary wear and tear excepted and 
make all necessary repairs thereto and renewals and replacements 
thereof, except where the failure to do so could not reasonably 
be expected to have a Material Adverse Effect and is permitted 
by Section 7.02.  The Company and each Subsidiary shall use the 
standard of care typical in the industry in the operation and 
maintenance of its facilities.

     6.06  Insurance. The Company shall maintain, and shall cause 
each Subsidiary to maintain, with financially sound and 
reputable independent insurers, insurance with respect to its 
properties and business against loss or damage of the kinds 
customarily insured against by Persons engaged in the same or 
similar business, of such types and in such amounts as are 
customarily carried under similar circumstances by such other 
Persons.

     6.07  Payment of Obligations. The Company shall, and shall 
cause each Subsidiary to, pay and discharge as the same shall 
become due and payable, all their respective obligations and 
liabilities, including:

          (a)	all tax liabilities, assessments and 
governmental charges or levies upon it or its properties or 
assets, unless the same are being contested in good faith by 
appropriate proceedings and adequate reserves in accordance with 
GAAP are being maintained by the Company or such Subsidiary;

          (b)	all lawful claims which, if unpaid, would by law 
become a Lien upon its property, unless the same are being 
contested in good faith by appropriate proceedings and adequate 
reserves in accordance with GAAP are being maintained by the 
Company or such Subsidiary; and

          (c)	all indebtedness, as and when due and payable, 
but subject to any subordination provisions contained in any 
instrument or agreement evidencing such Indebtedness.

     6.08  Compliance with Laws. The Company shall comply, and 
shall cause each Subsidiary to comply, in all material respects 
with all Requirements of Law of any Governmental Authority 
having jurisdiction over it or its business (including the 
Federal Fair Labor Standards Act), except such as may be 
contested in good faith or as to which a bona fide dispute may 
exist.

     6.09  Compliance with ERISA. The Company shall, and shall 
cause each of its ERISA Affiliates to:  (a) maintain each Plan 
in compliance in all material respects with the applicable 
provisions of ERISA, the Code and other federal or state law; 
(b) cause each Plan which is qualified under Section 401(a) of 
the Code to maintain such qualification; and (c) make all 
required contributions to any Plan subject to Section 412 of the 
Code.

     6.10  Inspection of Property and Books and Records. The 
Company shall maintain and shall cause each Subsidiary to 
maintain proper books of record and account, in which full, true 
and correct entries in conformity with GAAP consistently applied 
shall be made of all financial transactions and matters 
involving the assets and business of the Company and such 
Subsidiary.  The Company shall permit, and shall cause each 
Subsidiary to permit, representatives and independent 
contractors of the Agent or any Bank to visit and inspect any of 
their respective properties, to examine their respective 
corporate, financial and operating records, and make copies 
thereof or abstracts therefrom, and to discuss their respective 
affairs, finances and accounts with their respective directors, 
officers, and independent public accountants, all at the expense 
of the Company and at such reasonable times during normal 
business hours and as often as may be reasonably desired, upon 
reasonable advance notice to the Company; provided, however, 
when an Event of Default exists, the Agent or any Bank may do 
any of the foregoing at the expense of the Company at any time 
during normal business hours and without advance notice.

     6.11  Environmental Laws. The Company shall, and shall cause 
each Subsidiary to, conduct its operations and keep and maintain 
its property in compliance with all Environmental Laws where the 
failure to comply with such laws would have a Material Adverse 
Effect.
 
     6.12  Use of Proceeds. The Company shall use the proceeds of 
the Loans for working capital and other general corporate 
purposes, not in contravention of any Requirement of Law or of 
any Loan Document; provided however, that the proceeds of the 
Loans shall not be used for purposes of undertaking an 
Acquisition or the acquisition of 5% more of the voting interest 
of any corporation or other entity if such acquisition is 
opposed by the board of directors or management of such 
corporation or entity.

     6.13  Tangible Net Worth. The Company shall maintain a 
Tangible Net Worth of not less than Three Hundred Eighty Million 
Dollars ($380,000,000) as determined as of the end of each of 
the Company's fiscal quarters, beginning April 30, 1998.

     6.14  Maximum Capitaliz. The Company shall maintain a 
Capitalization Ratio of not more than .60 to 1.0 (60%) as 
determined as of the end of each of the Company's fiscal 
quarters, beginning April 30, 1998.

     6.15  Interest Coverage Ratio.  The Company shall maintain 
an Interest Coverage Ratio of not less than 3.0 to 1.0 as 
determined as of the end of each of the Company's fiscal 
quarters, beginning April 30, 1998.  As used herein "Interest 
Coverage Ratio" means, as measured quarterly on the last day of 
each fiscal quarter for the Optimal Four Fiscal Quarter Period 
then-ending, the ratio of (i) EBITDDA to (ii) the combined 
interest expenses (including capitalized interest and the 
interest portion of capital lease obligations) of the Company 
and its Subsidiaries for such Optimal Four Fiscal Quarter 
Period.  As used herein, "Optimal Four Fiscal Quarter Period" 
shall mean any four fiscal quarters selected by the Company in 
the five consecutive fiscal quarter period ending on the date of 
calculation.  As used herein "EBITDDA" means for any period, the 
net income (or net loss) for such period, excluding any 
extraordinary gains or losses and taxes associated therewith, 
plus, to the extent deducted in the determination of net income, 
the sum of (a) interest expense, (b) income tax expense, (c) 
depreciation expense, (d) depletion expense, and (e) 
amortization expense, in each case determined for the Company 
and its consolidated Subsidiaries on a combined basis in 
accordance with GAAP for such period.

                          ARTICLE VII

                      NEGATIVE COVENANTS

     So long as any Bank shall have any Commitment hereunder, or 
any Loan or other Obligation shall remain unpaid or unsatisfied, 
unless the Majority Banks waive compliance in writing:

     7.01  Limitation on Liens. The Company shall not, and shall 
not suffer or permit any Subsidiary to, directly or indirectly, 
make, create, incur, assume or suffer to exist any Lien upon or 
with respect to any part of its property, including without 
limitation, its timber and timberlands, whether now owned or 
hereafter acquired, other than the following ("Permitted 
Liens"):

          (a)  any Lien existing on property of the Company or 
any Subsidiary on the Closing Date and set forth in Schedule 
7.01 securing Indebtedness outstanding on such date and any 
subsequent Lien replacing any such Lien provided that (i) such 
replacement Lien shall not be extended to any other property of 
the Company or any Subsidiary other than the property covered by 
the original Lien, (ii) the amount of the Indebtedness secured 
by such replacement Lien is not increased, and (iii) the 
Indebtedness secured by such replacement Lien shall not exceed 
100% of the fair market value of the related property;

          (b)	any Lien created under any of the Loan 
Documents;

          (c)	Liens for taxes, fees, assessments or other 
governmental charges which are not delinquent or remain payable 
without penalty, or to the extent that non-payment thereof is 
permitted by Section 6.07, provided that no notice of lien has 
been filed or recorded under the Code;

          (d)	carriers', warehousemen's, mechanics', 
landlords', materialmen's, repairmen's or other similar Liens 
arising in the ordinary course of business which are not 
delinquent or remain payable without penalty or which are being 
contested in good faith and by appropriate proceedings, which 
proceedings have the effect of preventing the forfeiture or sale 
of the property subject thereto;

          (e)	Liens (other than any Lien imposed by ERISA) 
consisting of pledges or deposits required in the ordinary 
course of business in connection with workers' compensation, 
unemployment insurance and other social security legislation;

          (f)	Liens on the property of the Company or its 
Subsidiary securing (i) the non-delinquent performance of bids, 
trade contracts (other than for borrowed money), leases, 
statutory obligations, (ii) contingent obligations on surety and 
appeal bonds, and (iii) other non-delinquent obligations of a 
like nature; in each case, incurred in the ordinary course of 
business, provided all such Liens in the aggregate would not 
(even if enforced) cause a Material Adverse Effect;

          (g)  Liens consisting of judgment or judicial 
attachment liens, provided that the enforcement of such Liens is 
either effectively stayed or all such liens in the aggregate at 
any time outstanding for the Company and its Subsidiaries do not 
secure obligations which in the aggregate exceed $5,000,000;

          (h)  with respect to timberland now or hereafter owned, 
leased, or otherwise acquired by the Company or any Subsidiary, 
Liens consisting of encumbrances in the nature of leases or 
subleases granted to others, easements, rights-of-way, 
restrictions, reservations of mineral, oil and gas, water or 
other similar rights existing on the date of acquisition of any 
property by the Company or any Subsidiary, encroachments or 
questions of location, boundary and area which an accurate 
survey may disclose, exceptions and reservations in United 
States patents or state deeds, any prohibition or limitation on 
the use, occupancy or improvement of land resulting from the 
rights of the public or riparian owners to use any waters which 
may cover the land and other similar charges or encumbrances, in 
each case incidental to, and not interfering with, the ordinary 
conduct of the business of the Company or any Subsidiary;

          (i)  Liens on assets of corporations which become 
Subsidiaries after the date of this Agreement, provided, 
however, that such Liens existed at the time the respective 
corporations became Subsidiaries and were not created in 
anticipation thereof and any subsequent Lien replacing any such 
Lien provided that (i) such replacement Lien shall not be 
extended to any other property of the Company or any Subsidiary 
other than the property covered by the original Lien, (ii) the 
amount of the Indebtedness secured by such replacement Lien is 
not increased, and (iii) the Indebtedness secured by such 
replacement Lien shall not exceed 100% of the fair market value 
of the related property;

          (j)  purchase money security interests on any property 
acquired or held by the Company or its Subsidiaries in the 
ordinary course of business, securing Indebtedness incurred or 
assumed for the purpose of financing all or any part of the cost 
of acquiring such property; provided that (i) any such Lien 
attaches to such property concurrently with or within 20 days 
after the acquisition thereof, (ii) such Lien attaches solely to 
the property so acquired in such transaction (together with the 
proceeds thereof and any accessions thereto), and (iii) the 
principal amount of the debt secured thereby does not exceed 
100% of the cost of such property;

          (k)  Liens securing obligations in respect of capital 
leases on assets subject to such leases, provided that such 
capital leases are otherwise permitted hereunder;

          (l)  Liens arising solely by virtue of any statutory or 
common law provision relating to banker's liens, rights of set-
off or similar rights and remedies as to deposit accounts or 
other funds maintained with a creditor depository institution; 
provided that (i) such deposit account is not a dedicated cash 
collateral account and is not subject to restrictions against 
access by the Company in excess of those set forth by 
regulations promulgated by the FRB, and (ii) such deposit 
account is not intended by the Company or any Subsidiary to 
provide collateral to the depository institution; and

         (m)  Any other Liens, provided that the aggregate 
amount of Indebtedness secured by such Liens does not exceed an 
amount equal to ten percent (10%) of the book value of the 
Company's assets as reflected on its most recent financial 
statements provided to the Agent pursuant to Section 6.01 
hereof, or, if no such financial statements have yet been 
required under Section 6.01, the financial statements referenced 
in Section 5.11 hereof.

     7.02  Disposition of Assets. The Company shall not, and 
shall not suffer or permit any Subsidiary to, directly or 
indirectly, sell, assign, lease, convey, transfer or otherwise 
dispose of (whether in one or a series of transactions) any 
property (including accounts and notes receivable, with or 
without recourse) or enter into any agreement to do any of the 
foregoing, except:

          (a)  dispositions of inventory, or used, worn-out or 
surplus equipment, all in the ordinary course of business; 

          (b)  the sale of equipment to the extent that such 
equipment is exchanged for credit against the purchase price of 
similar replacement equipment, or the proceeds of such sale are 
reasonably promptly applied to the purchase price of such 
replacement equipment;

          (c)  dispositions of assets by the Company or any 
Subsidiary to the Company or any Subsidiary pursuant to 
reasonable business requirements provided, that the Company may 
not transfer any assets other than timber and timberlands to any 
Subsidiary if the fair market value of the transferred assets, 
in the aggregate, taken together with the fair market value of 
all other assets (other than timber or timberlands) transferred 
by the Company to any Subsidiary at any time after the date of 
this Agreement would exceed at the time of such proposed 
transfer an amount equal to five percent (5%) of the book value 
of the Company's assets as reflected on its most recent 
financial statements provided to the Agent pursuant to 
Section 6.01 hereof, or, if no such financial statements have 
yet been required under Section 6.01, the financial statements 
referenced in Section 5.11 hereof, and provided, further, that 
the Company may not transfer any timber and timberlands to any 
Subsidiary if the fair market value of such timber and 
timberlands, in the aggregate, taken together with the fair 
market value of all other timber or timberlands transferred by 
the Company to any Subsidiary at any time after the date of this 
Agreement would exceed the sum of $60,000,000;

          (d)  dispositions consisting of the exchange of assets 
for assets of an equivalent value and of a similar nature to be 
used in the business of the Company or any Subsidiary to any 
Person; and

          (e)  dispositions not otherwise prohibited hereunder; 
provided, that such dispositions are made for fair market value; 
and provided further, that (i) at the time of any such 
disposition, no Event of Default shall exist or shall result 
from such disposition and (ii) the aggregate value of all assets 
so sold by the Company and its Subsidiaries, together, shall not 
exceed in any fiscal year $60,000,000.

     7.03  Consolidations and Mergers. The Company shall not, and 
shall not suffer or permit any Subsidiary to, merge, consolidate 
with or into, or convey, transfer, lease or otherwise dispose of 
(whether in one transaction or in a series of transactions) all 
or substantially all of its assets (whether now owned or 
hereafter acquired) to or in favor of any Person, except:

          (a)	any Subsidiary may merge with the Company, 
provided that the Company shall be the continuing or surviving 
corporation, or with any one or more Subsidiaries, provided that 
if any transaction shall be between a Subsidiary and a 
Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be 
the continuing or surviving corporation; and

          (b)	any Subsidiary may sell all or substantially all 
of its assets (upon voluntary liquidation or otherwise), to the 
Company or another Wholly-Owned Subsidiary.

     7.04  Loans and Investments. The Company shall not purchase 
or acquire, or suffer or permit any Subsidiary to purchase or 
acquire, or make any commitment therefor, any capital stock, 
equity interest, or any obligations or other securities of, or 
any interest in, any Person, or make or commit to make any 
Acquisitions, or make or commit to make any advance, loan, 
extension of credit or capital contribution to or any other 
investment in, any Person including any Affiliate of the Company 
(together, "Investments"), except for:  

          (a)	Investments held by the Company or a Subsidiary 
in the form of cash equivalents or short term marketable 
securities; 

          (b)	extensions of credit in the nature of accounts 
receivable or notes receivable arising from the sale or lease of 
goods or services in the ordinary course of business; 

          (c)	extensions of credit by the Company to any of 
its Wholly-Owned Subsidiaries or by any of its Wholly-Owned 
Subsidiaries to another of its Wholly-Owned Subsidiaries;

          (d)	Investments incurred in order to consummate 
Acquisitions otherwise permitted herein, provided that (i) the 
book value (as to the purchaser) of any such Acquisition, 
together with such value of all prior Acquisitions undertaken by 
the Company and its Subsidiaries after the Closing Date, shall 
not exceed at the time of such Investment ten percent (10%) of 
consolidated Tangible Net Worth as calculated immediately prior 
to such Acquisition, (ii) such Acquisitions are undertaken in 
accordance with all applicable Requirements of Law; and (iii) 
the prior, effective written consent or approval to such 
Acquisition of the board of directors or equivalent governing 
body of the acquiree is obtained; 

          (e)	Investments in Joint Ventures not exceeding 
Fifty Million Dollars ($50,000,000) in any fiscal year as to all 
such Investments in the aggregate;

          (f)	Investments in any Person supplying labor or 
materials for the conversion, maintenance, harvesting, selling 
and other operations relating to the Company's timber and 
timberland, Persons who provide the Company with woodproducts 
(or the handling thereof) used as a raw material or supply by 
the Company in the manufacture of its products and customers 
using products sold by the Company, provided that the aggregate 
amount of all such Investments (including, without limitation, 
any such Investments owned on the date hereof) shall not exceed 
$25,000,000 at any one time outstanding;

          (g)	Investments constituting Permitted Swap 
Obligations or payments or advances under Swap Contracts 
relating to Permitted Swap Obligations;

          (h)	Investments in a special purpose entity where 
the fair market values of the real property (including 
improvements and timberlands), standing timber, plant and 
equipment, inventory and receivables owned by such entity is not 
less than ninety-five percent (95%) of the aggregate amount paid 
by the Company for such special purpose entity; provided 
however, that after giving effect to any such investment, the 
special purpose entity purchased pursuant to this paragraph 
7.04(h) shall be a Wholly-Owned Subsidiary, and; provided 
further, that such Wholly-Owned Subsidiary is merged with the 
Company in a transaction in which the Company is the surviving 
entity within thirty (30) days of the making of such investment.

          (i)	Advances, loans or extensions of credit pursuant 
to the Company's Employee Relocation Plan.

     7.05  Transactions with Affiliates. The Company shall not, 
and shall not suffer or permit any Subsidiary to, enter into any 
transaction with any Affiliate of the Company, except upon fair 
and reasonable terms no less favorable to the Company or such 
Subsidiary than would obtain in a comparable arm's-length 
transaction with a Person not an Affiliate of the Company or 
such Subsidiary.

    7.06  Use of Proceeds. (a) The Company shall not, and shall 
not suffer or permit any Subsidiary to, use any portion of the 
Loan proceeds, directly or indirectly, (i) to purchase or carry 
Margin Stock, (ii) to repay or otherwise refinance indebtedness 
of the Company or others incurred to purchase or carry Margin 
Stock, (iii) to extend credit for the purpose of purchasing or 
carrying any Margin Stock, or (iv) to acquire any security in 
any transaction that is subject to Section 13 or 14 of the 
Exchange Act.

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

     7.07  Joint Ventures. The Company shall not, and shall not 
suffer or permit any Subsidiary to, enter into any Joint 
Venture, other than in the ordinary course of business and in 
compliance with Section 7.04(e).

     7.08  Lease Obligations. The Company shall not, and shall 
not suffer or permit any Subsidiary to, create or suffer to 
exist any obligations for the payment of rent for any property 
under lease or agreement to lease, except for: 

          (a)	leases of the Company and of Subsidiaries in 
existence on the Closing Date and any renewal, extension or 
refinancing thereof;

          (b)	operating leases entered into by the Company or 
any Subsidiary after the Closing Date in the ordinary course of 
business;

          (c)	leases entered into by the Company or any 
Subsidiary after the Closing Date pursuant to sale-leaseback 
transactions permitted under subsection 7.02(d); and 

          (d)	capital leases not otherwise precluded by the 
terms of this Agreement.

     7.09  ERISA. The Company shall not, and shall not suffer 
or permit any of its ERISA Affiliates to:  (a) engage in a 
prohibited transaction or violation of the fiduciary responsi-
bility rules with respect to any Plan which has resulted or 
could reasonably expected to result in liability of the Company 
in an aggregate amount in excess of $5,000,000; or (b) engage in 
a transaction that could be subject to Section 4069 or 4212(c) 
of ERISA.

     7.10  Change in Business. The Company shall not, and shall 
not suffer or permit any Subsidiary to, engage in any material 
line of business substantially different from those lines of 
business carried on by the Company and its Subsidiaries on the 
date hereof.

     7.11  Accounting Changes. The Company shall not, and shall 
not suffer or permit any Subsidiary to, make any material change 
in accounting treatment or reporting practices, except as 
required by GAAP, or change the fiscal year of the Company or of 
any Subsidiary.


                          ARTICLE VIII

                       EVENTS OF DEFAULT

     8.01  Event of Default. Any of the following shall 
constitute an "Event of Default":

          (a)	Non-Payment.  The Company fails to pay, when and 
as required to be paid herein, any amount of principal of any 
Loan, or any interest, fee or any other amount payable hereunder 
or under any other Loan Document; or

          (b)	Representation or Warranty.  Any representation 
or warranty by the Company or any Subsidiary made or deemed made 
herein or in any other Loan Document, or any representation or 
warranty which is contained in any certificate, document or 
financial or other statement by the Company, any Subsidiary, or 
any Responsible Officer, furnished at any time under this 
Agreement, or under any other Loan Document, is incorrect in any 
material respect on or as of the date made or deemed made; or

          (c)	Specific Defaults.  The Company fails to perform 
or observe any term, covenant or agreement contained in any of 
Sections 6.03, 6.13, 6.14, or 6.15 or in Article VII; or

          (d)	Other Defaults.  The Company or any Subsidiary 
party thereto fails to perform or observe any other term or 
covenant contained in this Agreement or any other Loan Document, 
and such default shall continue unremedied or unwaived for a 
period of 20 days after the date upon which written notice 
thereof is given to the Company by the Agent or any Bank; or

          (e)	Cross-Default.  (i) The Company or any 
Subsidiary (A) fails to make any payment in respect of any 
Indebtedness or Contingent Obligation (other than in respect of 
Swap Contracts), when due (whether by scheduled maturity, 
required prepayment, acceleration, demand, or otherwise); or 
(B) fails to perform or observe any other condition or covenant, 
or any other event shall occur or condition exist, under any 
agreement or instrument relating to any such Indebtedness or 
Contingent Obligation, and such failure described in (A) or (B) 
above (x) continues unremedied and unwaived after the applicable 
grace or notice period, if any, specified in the relevant 
document on the date of such failure, if the effect of such 
failure, event or condition is to cause, or to permit the holder 
or holders of such Indebtedness or beneficiary or beneficiaries 
of such Indebtedness (or a trustee or agent on behalf of such 
holder or holders or beneficiary or beneficiaries) to cause such 
Indebtedness to be declared to be due and payable prior to its 
stated maturity, or such Contingent Obligation to become payable 
or cash collateral in respect thereof to be demanded or, (y) if 
the relevant document contains no grace period or notice period 
and the holder or holders or beneficiary or beneficiaries have 
not declared a default or caused such indebtedness to be 
declared due and payable prior to its stated maturity, such 
failure continues unremedied and unwaived for a period of twenty 
(20) days after the Company or the holder or holders or 
beneficiary or beneficiaries first learn of such failure; or 
(ii) there occurs under any Swap Contract an Early Termination 
Date (as defined in such Swap Contract) resulting from (1) any 
event of default under such Swap Contract as to which the 
Company or any Subsidiary is the Defaulting Party (as defined in 
such Swap Contract) or (2) any Termination Event (as so defined) 
as to which the Company or any Subsidiary is an Affected Party 
(as so defined) and, in either event, the Swap Termination Value 
owed by the Company or such Subsidiary as a result thereof is 
greater than $5,000,000; or

          (f)	Insolvency; Voluntary Proceedings.  The Company 
or any Subsidiary (i) ceases or fails to be solvent, or 
generally fails to pay, or admits in writing its inability to 
pay, its debts as they become due, subject to applicable grace 
periods, if any, whether at stated maturity or otherwise; (ii) 
voluntarily ceases to conduct its business in the ordinary 
course; (iii) commences any Insolvency Proceeding with respect 
to itself; or (iv) takes any action to effectuate or authorize 
any of the foregoing; or

          (g)	Involuntary Proceedings.  (i) Any involuntary 
Insolvency Proceeding is commenced or filed against the Company 
or any Subsidiary, or any writ, judgment, warrant of attachment, 
execution or similar process, is issued or levied against a 
substantial part of the Company's or any Subsidiary's 
properties, and any such proceeding or petition shall not be 
dismissed, or such writ, judgment, warrant of attachment, 
execution or similar process shall not be released, vacated or 
fully bonded within 60 days after commencement, filing or levy; 
(ii) the Company or any Subsidiary admits the material 
allegations of a petition against it in any Insolvency 
Proceeding, or an order for relief (or similar order under non-
U.S. law) is ordered in any Insolvency Proceeding; or (iii) the 
Company or any Subsidiary acquiesces in the appointment of a 
receiver, trustee, custodian, conservator, liquidator, mortgagee 
in possession (or agent therefor), or other similar Person for 
itself or a substantial portion of its property or business; or

          (h)	ERISA.  (i) An ERISA Event shall occur with 
respect to a Pension Plan or Multiemployer Plan which has 
resulted or could reasonably be expected to result in liability 
of the Company under Title IV of ERISA to the Pension Plan, 
Multiemployer Plan or the PBGC in an aggregate amount in excess 
of $5,000,000; (ii) the aggregate amount of Unfunded Pension 
Liability among all Pension Plans at any time exceeds 
$5,000,000; or (iii) the Company or any ERISA Affiliate shall 
fail to pay when due, after the expiration of any applicable 
grace period, any installment payment with respect to its 
withdrawal liability under Section 4201 of ERISA under a 
Multiemployer Plan in an aggregate amount in excess of 
$5,000,000; or

          (i)	Monetary Judgments.  One or more non-
interlocutory judgments, non-interlocutory orders, decrees or 
arbitration awards is entered against the Company or any 
Subsidiary involving in the aggregate a liability (to the extent 
not covered by independent third-party insurance as to which the 
insurer does not dispute coverage) as to any single or related 
series of transactions, incidents or conditions, of $5,000,000 
or more, and the same shall remain unvacated and unstayed 
pending appeal for a period of 10 days after the entry thereof; 
or 

          (j)	Non-Monetary Judgments.  Any non-monetary 
judgment, order or decree is entered against the Company or any 
Subsidiary which does or would reasonably be expected to have a 
Material Adverse Effect, and there shall be any period of 30 
consecutive days during which a stay of enforcement of such 
judgment or order, by reason of a pending appeal or otherwise, 
shall not be in effect; or 

          (k)	Change of Control.  There occurs any Change of 
Control; or 

          (l)	Year 2000 Concerns.  The matters represented and 
warranted in Section 5.20 shall cease to be true at any time, 
(whether or not such representation was true at all times when 
made or deemed made hereunder), and as a result thereof, 
Majority Banks conclude that a Material Adverse Effect has 
occurred or will occur in calendar year 2000.

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

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

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

          (c)	exercise on behalf of itself and the Banks all 
rights and remedies available to it and the Banks under the Loan 
Documents or applicable law;

provided, however, that upon the occurrence of any event 
specified in subsection (f) or (g) of Section 8.01 (in the case 
of clause (i) of subsection (g) upon the expiration of the 60-
day period mentioned therein), the obligation of each Bank to 
make Loans shall automatically terminate and the unpaid 
principal amount of all outstanding Loans and all interest and 
other amounts as aforesaid shall automatically become due and 
payable without further act of the Agent or any Bank.

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

     8.04 Certain Financial Covenant Defaults. In the event that, 
after taking into account any extraordinary charge to earnings 
taken or to be taken as of the end of any fiscal period of the 
Company (a "Charge"), and if solely by virtue of such Charge, 
there would exist an Event of Default due to the breach of 
Sections 6.13, 6.14 or 6.15 as of such fiscal period end date, 
such Event of Default shall be deemed to arise upon the earlier 
of (a) the date after such fiscal period end date on which the 
Company announces publicly it will take, is taking or has taken 
such Charge (including an announcement in the form of a 
statement in a report filed with the SEC) or, if such 
announcement is made prior to such fiscal period end date, the 
date that is such fiscal period end date, and (b) the date the 
Company delivers to the Agent its audited annual or unaudited 
quarterly financial statements in respect of such fiscal period 
reflecting such Charge as taken.

                           ARTICLE IX

                           THE AGENT

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

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

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

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

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

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

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

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

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

     9.09  Successor Agent. The Agent may, and at the request of 
the Majority Banks shall, resign as Agent upon 30 days' notice 
to the Banks.  If the Agent resigns under this Agreement, the 
Majority Banks shall appoint from among the Banks a successor 
agent for the Banks.  If no successor agent is appointed prior 
to the effective date of the resignation of the Agent, the Agent 
may appoint, after consulting with the Banks and the Company, a 
successor agent from among the Banks.  Upon the acceptance of 
its appointment as successor agent hereunder, such successor 
agent shall succeed to all the rights, powers and duties of the 
retiring Agent and the term "Agent" shall mean such successor 
agent and the retiring Agent's appointment, powers and duties as 
Agent shall be terminated. After any retiring Agent's 
resignation hereunder as Agent, the provisions of this Article 
IX and Sections 10.04 and 10.05 shall inure to its benefit as to 
any actions taken or omitted to be taken by it while it was 
Agent under this Agreement.  If no successor agent has accepted 
appointment as Agent by the date which is 30 days following a 
retiring Agent's notice of resignation, the retiring Agent's 
resignation shall nevertheless thereupon become effective and 
the Banks shall perform all of the duties of the Agent hereunder 
until such time, if any, as the Majority Banks appoint a 
successor agent as provided for above.

     9.10  Withholding Tax. (a)  If any Bank is a "foreign 
corporation, partnership or trust" within the meaning of the 
Code and such Bank claims exemption from, or a reduction of, 
U.S. withholding tax under Sections 1441 or 1442 of the Code, 
such Bank agrees with and in favor of the Agent, to deliver to 
the Agent:

              (i) if such Bank claims an exemption from, or a 
     reduction of, withholding tax under a United States tax 
     treaty, two properly completed and executed copies of IRS 
     Form 1001 before the payment of any interest in the first 
     calendar year and before the payment of any interest in each 
     third succeeding calendar year during which interest may be 
     paid under this Agreement;

              (ii) if such Bank claims that interest paid 
     under this Agreement is exempt from United States 
     withholding tax because it is effectively connected with a 
     United States trade or business of such Bank, two properly 
     completed and executed copies of IRS Form 4224 before the 
     payment of any interest is due in the first taxable year of 
     such Bank and in each succeeding taxable year of such Bank 
     during which interest may be paid under this Agreement; and

              (iii) such other form or forms as may be 
     required under the Code or other laws of the United States 
     as a condition to exemption from, or reduction of, United 
     States withholding tax.
  
Such Bank agrees to promptly notify the Agent of any change in 
circumstances which would modify or render invalid any claimed 
exemption or reduction.

          (b)  If any Bank claims exemption from, or reduction 
of, withholding tax under a United States tax treaty by 
providing IRS Form 1001 and such Bank sells, assigns, grants a 
participation in, or otherwise transfers all or part of the 
Obligations of the Company to such Bank, such Bank agrees to 
notify the Agent of the percentage amount in which it is no 
longer the beneficial owner of Obligations of the Company to 
such Bank.  To the extent of such percentage amount, the Agent 
will treat such Bank's IRS Form 1001 as no longer valid.

          (c)  If any Bank claiming exemption from United States 
withholding tax by filing IRS Form 4224 with the Agent sells, 
assigns, grants a participation in, or otherwise transfers all 
or part of the Obligations of the Company to such Bank, such 
Bank agrees to undertake sole responsibility for complying with 
the withholding tax requirements imposed by Sections 1441 and 
1442 of the Code.

          (d)	If any Bank is entitled to a reduction in the 
applicable withholding tax, the Agent may withhold from any 
interest payment to such Bank an amount equivalent to the 
applicable withholding tax after taking into account such 
reduction.  However, if the forms or other documentation 
required by subsection (a) of this Section are not delivered to 
the Agent, then the Agent may withhold from any interest payment 
to such Bank not providing such forms or other documentation an 
amount equivalent to the applicable withholding tax imposed by 
Sections 1441 and 1442 of the Code, without reduction.

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

                          ARTICLE X

                        MISCELLANEOUS

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

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

          (b)	postpone or delay any date fixed by this 
Agreement or any other Loan Document for any payment of 
principal, interest, fees or other amounts due to the Banks (or 
any of them) hereunder or under any other Loan Document;

          (c)	reduce the principal of, or the rate of interest 
specified herein on any Loan, or (subject to clause (ii) below) 
any fees or other amounts payable hereunder or under any other 
Loan Document;

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

          (e)	amend this Section or Section 2.13, or any 
provision herein providing for consent or other action by all 
Banks;

and, provided further, that (i) no amendment, waiver or consent 
shall, unless in writing and signed by the Agent, acting for its 
own account, in addition to the Majority Banks or all the Banks, 
as the case may be, affect the rights or duties of the Agent 
under this Agreement or any other Loan Document, and (ii) the 
Fee Letters may be amended, or rights or privileges thereunder 
waived, in a writing executed by the parties thereto.

     10.02  Notices. (a)  All notices, requests, consents, 
approvals, waivers and other communications shall be in writing 
(including, unless the context expressly otherwise provides, by 
facsimile transmission, provided that any matter transmitted by 
the Company by facsimile (i) shall be immediately confirmed by a 
telephone call to the recipient at the number specified on 
Schedule 10.02, and (ii) shall be followed promptly by delivery 
of a hard copy original thereof) and mailed, faxed or delivered, 
to the address or facsimile number specified for notices on 
Schedule 10.02; or, as directed to the Company or the Agent, to 
such other address as shall be designated by such party in a 
written notice to the other parties, and as directed to any 
other party, at such other address as shall be designated by 
such party in a written notice to the Company and the Agent.  

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

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

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

     10.04  Costs and Expenses. The Company shall:

          (a)	whether or not the transactions contemplated 
hereby are consummated, pay or reimburse BofA (including in its 
capacity as Agent) and each Bank within 5 Business Days after 
demand (subject to subsection 4.01(e)) for all costs and 
expenses incurred by BofA (including in its capacity as Agent) 
and each Bank in connection with the development, preparation, 
delivery, administration and execution of, and any amendment, 
supplement, waiver or modification to (in each case, whether or 
not consummated), this Agreement, any Loan Document and any 
other documents prepared in connection herewith or therewith, 
and the consummation of the transactions contemplated hereby and 
thereby, including reasonable Attorney Costs incurred by BofA 
(including in its capacity as Agent) and any Bank with respect 
thereto; and

          (b)	pay or reimburse the Agent and each Bank within 
five Business Days after demand (subject to subsection 4.01(e)) 
for all costs and expenses (including Attorney Costs) incurred 
by them in connection with the enforcement, attempted 
enforcement, or preservation of any rights or remedies under 
this Agreement or any other Loan Document during the existence 
of an Event of Default or after acceleration of the Loans 
(including in connection with any "workout" or restructuring 
regarding the Loans, and including in any Insolvency Proceeding 
or appellate proceeding).

     10.05  Company Indemnification. Whether or not the 
transactions contemplated hereby are consummated, the Company 
shall indemnify, defend and hold the Agent-Related Persons, each 
Bank and each of its respective officers, directors, employees, 
counsel, agents and attorneys-in-fact (each, an "Indemnified 
Person") harmless from and against any and all liabilities, 
obligations, losses, damages, penalties, actions, judgments, 
suits, costs, charges, expenses and disbursements (including 
Attorney Costs) of any kind or nature whatsoever which may at 
any time (including at any time following repayment of the Loans 
and the termination, resignation or replacement of the Agent or 
replacement of any Bank) be imposed on, incurred by or asserted 
against any such Person in any way relating to or arising out of 
this Agreement or any document contemplated by or referred to 
herein, or the transactions contemplated hereby, or any action 
taken or omitted by any such Person under or in connection with 
any of the foregoing, including with respect to any 
investigation, litigation or proceeding (including any 
Insolvency Proceeding or appellate proceeding) related to or 
arising out of this Agreement or the Loans or the use of the 
proceeds thereof, whether or not any Indemnified Person is a 
party thereto (all the foregoing, collectively, the "Indemnified 
Liabilities"); provided, that the Company shall have no 
obligation hereunder to any Indemnified Person with respect to 
Indemnified Liabilities resulting solely from the gross 
negligence or willful misconduct of such Indemnified Person. The 
agreements in this Section shall survive payment of all other 
Obligations.

     10.06  Payments Set Aside. To the extent that the Company 
makes a payment to the Agent or the Banks, or the Agent or the 
Banks exercise their right of set-off, and such payment or the 
proceeds of such set-off or any part thereof are subsequently 
invalidated, declared to be fraudulent or preferential, set 
aside or required (including pursuant to any settlement entered 
into by the Agent or such Bank in its discretion) to be repaid 
to a trustee, receiver or any other party, in connection with 
any Insolvency Proceeding or otherwise, then (a) to the extent 
of such recovery the obligation or part thereof originally 
intended to be satisfied shall be revived and continued in full 
force and effect as if such payment had not been made or such 
set-off had not occurred, and (b) each Bank severally agrees to 
pay to the Agent upon demand its pro rata share of any amount so 
recovered from or repaid by the Agent.
 
     10.07  Successors and Assigns. The provisions of this 
Agreement shall be binding upon and inure to the benefit of the 
parties hereto and their respective successors and assigns, 
except that the Company may not assign or transfer any of its 
rights or obligations under this Agreement without the prior 
written consent of the Agent and each Bank.

     10.08  Assignments, Participations, etc. (a)  Any Bank may, 
with the written consent of the Agent, and unless an Event of 
Default shall have occurred and be continuing, with the written 
consent of the Company, at any time assign and delegate to one 
or more Eligible Assignees (provided that no written consent of 
the Company or the Agent shall be required in connection with 
any assignment and delegation by a Bank to an Eligible Assignee 
that is an Affiliate of such Bank) (each an "Assignee") all, or 
any ratable part of all, of the Loans, the Commitments and the 
other rights and obligations of such Bank hereunder, in a 
minimum amount of $10,000,000; provided, however, that the 
Company and the Agent may continue to deal solely and directly 
with such Bank in connection with the interest so assigned to an 
Assignee until (i) written notice of such assignment, together 
with payment instructions, addresses and related information 
with respect to the Assignee, shall have been given to the 
Company and the Agent by such Bank and the Assignee; (ii) such 
Bank and its Assignee shall have delivered to the Company and 
the Agent an Assignment and Acceptance in the form of Exhibit E 
("Assignment and Acceptance") together with any Note or Notes 
subject to such assignment and (iii) the assignor Bank or 
Assignee has paid to the Agent a processing fee in the amount of 
$3,500 and provided, further, that notwithstanding anything in 
this Section 10.08(a) to the contrary, so long as no Event of 
Default shall have occurred and be continuing, no Bank may 
assign all or any portion of its interests hereunder to any 
Assignee if, on the date the assignment is to become effective, 
a payment made by Agent to such Assignee would be subject to any 
U.S. withholding tax.  Any consent to assignment required of the 
Agent or of the Company pursuant to this Section 10.08 shall not 
be unreasonably withheld.

     (b)	From and after the date that the Agent notifies 
the assignor Bank that it has received (and provided its consent 
with respect to) an executed Assignment and Acceptance and 
payment of the above-referenced processing fee, (i) the Assignee 
thereunder shall be a party hereto and, to the extent that 
rights and obligations hereunder have been assigned to it 
pursuant to such Assignment and Acceptance, shall have the 
rights and obligations of a Bank under the Loan Documents, and 
(ii) the assignor Bank shall, to the extent that rights and 
obligations hereunder and under the other Loan Documents have 
been assigned by it pursuant to such Assignment and Acceptance, 
relinquish its rights and be released from its obligations under 
the Loan Documents.

     (c)	Within five Business Days after its receipt of 
notice by the Agent that it has received an executed Assignment 
and Acceptance and payment of the processing fee, (and provided 
that it consents to such assignment in accordance with 
subsection 10.08(a)), the Company shall execute and deliver to 
the Agent, new Notes evidencing such Assignee's assigned Loans 
and Commitment and, if the assignor Bank has retained a portion 
of its Loans and its Commitment, replacement Notes in the 
principal amount of the Loans retained by the assignor Bank 
(such Notes to be in exchange for, but not in payment of, the 
Notes held by such Bank).  Immediately upon each Assignee's 
making its processing fee payment under the Assignment and 
Acceptance, this Agreement shall be deemed to be amended to the 
extent, but only to the extent, necessary to reflect the 
addition of the Assignee and the resulting adjustment of the 
Commitments arising therefrom. The Commitment allocated to each 
Assignee shall reduce such Commitments of the assigning Bank pro 
tanto.

     (d)	Any Bank may at any time sell to one or more 
commercial banks or other Persons not Affiliates of the Company 
(a "Participant") participating interests in any Loans, the 
Commitment of that Bank and the other interests of that Bank 
(the "originating Bank") hereunder and under the other Loan 
Documents; provided, however, that (i) the originating Bank's 
obligations under this Agreement shall remain unchanged, 
(ii) the originating Bank shall remain solely responsible for 
the performance of such obligations, (iii) the Company and the 
Agent shall continue to deal solely and directly with the 
originating Bank in connection with the originating Bank's 
rights and obligations under this Agreement and the other Loan 
Documents, and (iv) no Bank shall transfer or grant any 
participating interest under which the Participant has rights to 
approve any amendment to, or any consent or waiver with respect 
to, this Agreement or any other Loan Document, except to the 
extent such amendment, consent or waiver would require unanimous 
consent of the Banks as described in the first proviso to 
Section 10.01.  In the case of any such participation, the 
Participant shall be entitled to the benefit of Sections 3.01, 
3.03 and 10.05 as though it were also a Bank hereunder and, if 
amounts outstanding under this Agreement are due and unpaid, or 
shall have been declared or shall have become due and payable 
upon the occurrence of an Event of Default, each Participant 
shall be deemed to have the right of set-off in respect of its 
participating interest in amounts owing under this Agreement to 
the same extent as if the amount of its participating interest 
were owing directly to it as a Bank under this Agreement.

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

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

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

     10.11  Automatic Debits of Fees. With respect to any fee, or 
any other cost or expense (including Attorney Costs) due and 
payable to the Agent or BofA under the Loan Documents, the 
Company hereby irrevocably authorizes BofA to debit any deposit 
account of the Company with BofA in an amount such that the 
aggregate amount debited from all such deposit accounts does not 
exceed such fee or other cost or expense.  If there are 
insufficient funds in such deposit accounts to cover the amount 
of the fee or other cost or expense then due, such debits will 
be reversed (in whole or in part, in BofA's sole discretion) and 
such amount not debited shall be deemed to be unpaid.  No such 
debit under this Section shall be deemed a set-off.  BofA or the 
Agent, as applicable, agrees promptly to notify the Company and 
after any such debit; provided, however, that the failure to 
give such notice shall not affect the validity of such debit.

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

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

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

     10.15  No Third Parties Benefited. This Agreement is made 
and entered into for the sole protection and legal benefit of 
the Company, the Banks, the Agent and the Agent-Related Persons, 
and their permitted successors and assigns, and no other Person 
shall be a direct or indirect legal beneficiary of, or have any 
direct or indirect cause of action or claim in connection with, 
this Agreement or any of the other Loan Documents.

     10.16  Governing Law and Jurisdiction. (a)  THIS AGREEMENT 
AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE 
WITH, THE LAW OF THE STATE OF WASHINGTON; PROVIDED THAT THE 
AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER 
FEDERAL LAW.

          (b)	ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO 
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE 
COURTS OF THE STATE OF WASHINGTON OR OF THE UNITED STATES FOR 
THE WESTERN DISTRICT OF WASHINGTON, AND BY EXECUTION AND 
DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE AGENT AND 
THE BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, 
TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH OF THE 
COMPANY, THE AGENT AND THE BANKS IRREVOCABLY WAIVES ANY 
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR 
BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW 
OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN 
SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT 
RELATED HERETO.  THE COMPANY, THE AGENT AND THE BANKS EACH WAIVE 
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, 
WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY WASHINGTON 
LAW.

     10.17  Waiver of Jury Trial. THE COMPANY, THE BANKS AND THE 
AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF 
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR 
RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE 
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, 
PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE 
PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, 
PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT 
CLAIMS, TORT CLAIMS, OR OTHERWISE.  THE COMPANY, THE BANKS AND 
THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION 
SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT 
LIMITING THE FOREGOING, EACH OF THE PARTIES FURTHER AGREES THAT 
ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION 
OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER 
PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE 
VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN 
DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.  THIS WAIVER SHALL 
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR 
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

     10.18  Entire Agreement. This Agreement, together with the 
other Loan Documents, embodies the entire agreement and 
understanding among the Company, the Banks and the Agent, and 
supersedes all prior or contemporaneous agreements and 
understandings of such Persons, verbal or written, relating to 
the subject matter hereof and thereof.

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

                        LONGVIEW FIBRE COMPANY

                        By: \s\ L. J. Holbrook
                        Title: Sr. Vice President-Finance


                        BANK OF AMERICA NATIONAL
                        TRUST AND SAVINGS, ASSOCIATION,
                        as Agent

                        By: \s\ Dora A. Brown
                        Title: Vice President

                        BANK OF AMERICA NATIONAL
                        TRUST AND SAVINGS, ASSOCIATION,
                        as Agent

                        By: \s\ Robert M. Ingram
                        Title: Vice President
                             
                        ABN AMRO BANK N.V.,
                        as Bank

                        By: \s\ James J. Rice
                        Its: Vice President


                        ABN AMRO BANK N.V.,
                        as Bank

                        By: \s\ Leif H. Olsson
                        Its: Sr. Vice President


                        THE BANK OF NOVA SCOTIA,
                        as Bank

                        By: \s\ Patrick Norris
                        Its: Officer


                        FIRST UNION NATIONAL BANK
                        as Bank

                        By: \s\ Tom James
                        Its: Sr. Vice President


                        UNION BANK OF CALIFORNIA, N.A.
                        as Bank

                        By: \s\ Henry G. Montgomery
                        Its: Vice President


                        U.S. BANK NATIONAL ASSOCIATION
                        as Bank

                        By: \s\ Janice T. Thede
                        Its: Vice President

 
                        WELLS FARGO BANK, N.A.
                        as Bank

                        By: \s\ Julie Wilson
                        Its: Vice President

                                                                
                        SCHEDULE 2.01


                         COMMITMENTS
                    AND PRO RATA SHARES

                                                 Pro Rata
Bank	                          Commitment        Share

Bank of America National
Trust and Savings 
Association	                   $50,000,000       19.2307692%

ABN AMRO Bank N.V. 	           $35,000,000       13.4615385%

The Bank of Nova Scotia  	     $35,000,000       13.4615385%		

First Union National Bank 	    $35,000,000       13.4615385%	

Union Bank of California, N.A. $35,000,000       13.4615385%	

U.S. Bank 
National Association    	      $35,000,000       13.4615385%	

Wells Fargo Bank, N.A.  	      $35,000,000       13.4615385%	

TOTAL                         $260,000,000      100.0000000%

		         
                                                   SCHEDULE 2.08

                 APPLICABLE MARGIN AND FACILITY FEE

     The Applicable Margin to be used in calculating the interest 
rate applicable to Offshore Rate Loans pursuant to Sections 2.08 
and 2.10, and the applicable per annum rate to be used in 
calculating the Facility Fees to be paid pursuant to 
Section 2.09(b), shall each be adjusted quarterly and computed in 
accordance with the following chart:

Pricing                 Applicable Margin     Facility
 Level                  for Offshore Rate        Fee   

  I                           0.250%            0.125%       
  II                          0.325%            0.175%

  III                         0.425%            0.200%

  IV                          0.500%            0.250%

  V                           0.600%            0.275%

Rates expressed in the foregoing chart are set forth on a per 
annum basis.

From the date of the Agreement through the first Pricing Level 
Adjustment Date (as hereinafter defined) occurring after April 
30, 1998, Pricing Level IV shall apply.  At all times thereafter, 
the appropriate pricing level shall be determined in accordance 
with the following.

Pricing levels shall be adjusted once each fiscal quarter on a 
date seven (7) days after the earlier of (a) the date on which 
the Company is obligated to deliver to Agent its financial 
statements for the preceding fiscal quarter pursuant to Section 
6.01 (or in the case of the fourth fiscal quarter, its financial 
statements for the preceding fiscal year) and (b) the date on 
which the Company actually delivers such financial statements to 
Agent (each such date of adjustment, a "Pricing Level Adjustment 
Date").  

If on any Pricing Level Adjustment Date the Company has failed to 
deliver the financial statements required pursuant to Section 
6.01(a) or (b) for the preceding fiscal quarter or fiscal year, 
as applicable, the Pricing Level shall be set at Pricing Level V 
until such financial statements are delivered.  Once such 
delinquent financial statements are delivered the

Pricing Level shall be determined in accordance with the 
following paragraph.  

In all other cases, the Pricing Level shall be determined in 
accordance with the following chart based upon the Capitalization 
Ratio calculated as of the last day of the immediately preceding 
fiscal quarter.


     Capitalization Ratio             Pricing Level

     Less than or equal to
    .425 to 1.0	                          I

     Greater than .425 to 1.0 
     but less than or equal to
    .475 to 1.0	                          II

     Greater than .475 to 1.0 
     but less than or equal to
     .525 to 1.0	                         III

     Greater than .525 to 1.0 
     but less than or equal to
    .575 to 1.0                           IV

     Greater than .575 to 1.0             V


Applicable Margins and Facility Fee percentages shall be adjusted 
effective as of each Pricing Level Adjustment Date and shall 
continue in effect until the next Pricing Level Adjustment Date.

     
                                                   SCHEDULE 10.02



OFFSHORE AND DOMESTIC LENDING OFFICES,
ADDRESSES FOR NOTICES

IF TO THE AGENT:

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, dba
SEAFIRST BANK
SEAFIRST AGENCY SERVICES
701 Fifth Avenue, CSC 16
Seattle, WA 98104
Attention: Dora Brown, Vice President
FAX:  (206) 358-0971

IF TO THE BANKS:

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, dba
SEAFIRST BANK,
701 Fifth Avenue, CSC 11
Seattle, WA 98104
Attention:  Robert M. Ingram, Vice President
FAX:  (206) 358-3124

ABN AMRO BANK N.V.
135 S. LaSalle St., Suite 2805
Chicago, IL 60603
Attention:  Credit Administration
FAX:  (312) 904-8840

With A Copy To:

ABN AMRO BANK N.V.
One Union Square
600 University Street, Suite 2323
Seattle, WA 98101
Attention:  James J. Rice, Vice President
FAX:  (206) 682-5641

THE BANK OF NOVA SCOTIA
888 SW Fifth Avenue, Suite 750
Portland, OR 97204
Attention:  Patrik Norris, Relationship Manager
FAX:  (503) 222-5502

FIRST UNION NATIONAL BANK
One First Union Center
301 South College Street, TW-5
Charlotte, NC 28288-0735
Attention:  Andrew Payne, Esq.
FAX:  (704) 383-6670

UNION BANK OF CALIFORNIA, N.A.
350 California Street, Floor 6
San Francisco, CA 94104
Attention:  Buddy Montgomery, Vice President
FAX:  (415) 705-5093

U.S. BANK NATIONAL ASSOCIATION
555 SW Oak Street, Suite 400
Portland, OR 97204
Attention:  Janice T. Thede, Vice President
FAX:  (503) 275-4942

WELLS FARGO BANK, N.A.
Portland RCBO
1300 SW Fifth Avenue, MAC 6101-133
Portland, OR 97201
Attention:  Julie Wilson, Vice President
FAX:  (503) 225-2039 

                                EXHIBIT A

                          NOTICE OF BORROWING


                           Date:                  , 199  

To:
Bank of America National Trust and Savings Association as Agent 
for the Banks parties to the Credit Agreement dated as of 
February, ___, 1998 (as extended, renewed, amended or restated 
from time to time, the "Credit Agreement") among Longview Fibre 
Company, certain Banks which are signatories thereto and Bank of 
America National Trust and Savings Association, as Agent

Ladies and Gentlemen:

The undersigned, Longview Fibre Company (the "Company"), refers 
to the Credit Agreement, the terms defined therein being used 
herein as therein defined, and hereby gives you notice 
irrevocably, pursuant to Section 2.03 of the Credit Agreement, of 
the Borrowing specified below:

1.  The Business Day of the proposed Borrowing is
                        , 19   .

2.  The aggregate amount of the proposed Borrowing is 
$                     .

3.  The Borrowing is to be comprised of $            of [Base 
Rate] [Offshore Rate] Loans.

4.  The duration of the Interest Period for the [Offshore Rate 
Loans] included in the Borrowing, if any, shall be [_____ 
months].

The undersigned hereby certifies that the following statements 
are true on the date hereof, and will be true on the date of the 
proposed Borrowing, before and after giving effect thereto and to 
the application of the proceeds therefrom:

(a)  the representations and warranties of the Company contained 
in Article V of the Credit Agreement are true and correct as 
though made on and as of such date (except to the extent such 
representations and warranties relate to an earlier date, in 
which case they are true and correct as of such date);

(b)  no Default or Event of Default has occurred and is 
continuing, or would result from such proposed Borrowing.

LONGVIEW FIBRE COMPANY



By:                           
Title:                        

                               EXHIBIT B

                  NOTICE OF CONVERSION/CONTINUATION



                         Date:                  , 199  


To:Bank of America National Trust and Savings Association as 
Agent for the Banks parties to the Credit Agreement dated as of 
February, ___, 1998 (as extended, renewed, amended or restated 
from time to time, the "Credit Agreement") among Longview Fibre 
Company, certain Banks which are signatories thereto and Bank of 
America National Trust and Savings Association, as Agent

Ladies and Gentlemen:

The undersigned, Longview Fibre Company (the "Company"), refers 
to the Credit Agreement, the terms defined therein being used 
herein as therein defined, and hereby gives you notice 
irrevocably, pursuant to Section 2.04 of the Credit Agreement, of 
the [conversion] [continuation] of the Loans specified herein, 
that:  

1.  The Conversion/Continuation Date is             , 19  .

2.  The aggregate amount of the Loans to be [converted] 
[continued] is $              .

3.  The Loans are to be [converted into] [continued as]
[Offshore Rate] [Base Rate] Loans.

4.  [If applicable:]  The duration of the Interest Period for the 
Loans included in the [conversion] [continuation] shall be [     
months].

The undersigned hereby certifies that the following statements 
are true on the date hereof, and will be true on the proposed 
Conversion/Continuation Date, before and after giving effect 
thereto and to the application of the proceeds therefrom:

(a)  the representations and warranties of the Company contained 
in Article V of the Credit Agreement are true and correct as 
though made on and as of such date (except to the extent such 
representations and warranties relate to an earlier date, in 
which case they are true and correct as of such date);	

(b)  no Default or Event of Default has occurred and is 
continuing, or would result from such proposed [conversion] 
[continuation].

LONGVIEW FIBRE COMPANY



By:                            			
Title:                          


                        EXHIBIT C

                 LONGVIEW FIBRE COMPANY
                 COMPLIANCE CERTIFICATE

Financial	Statement Date:              , 199__

Reference is made to that certain Credit Agreement dated as 
of February ___, 1998 (as extended, renewed, amended or restated 
from time to time, the "Credit Agreement") among Longview Fibre 
Company (the "Company"), the several financial institutions from 
time to time parties to the Credit Agreement (the "Banks") and 
Bank of America National Trust and Savings Association, as agent 
for the Banks (in such capacity, the "Agent").  Unless otherwise 
defined herein, capitalized terms used herein have the respective 
meanings assigned to them in the Credit Agreement.

The undersigned Responsible Officer of Longview Fibre 
Company, hereby certifies as of the date hereof that he/she is 
the___________________  of the Company, and that, as such, he/she 
is authorized to execute and deliver this Certificate to the 
Banks and the Agent on the behalf of the Company and its 
consolidated Subsidiaries, and that:

[Use the following paragraph if this Certificate is delivered in 
connection with the financial statements required by subsection 
[6.01(a)] of the Credit Agreement.]

1. Attached as Schedule 1 hereto are (a) a true and 
correct copy of the audited consolidated balance sheet 
of the Company and its consolidated Subsidiaries as at 
the end of the fiscal year ended _______________, 199__ 
and (b) the related consolidated statements of income 
or operations, shareholders' equity and cash flows for 
such fiscal year, setting forth in each case in 
comparative form the figures for the previous fiscal 
year, and accompanied by the opinion of 
_________________  (the "Independent Auditor") which 
report states that such consolidated financial 
statements are complete and correct and have been 
prepared in accordance with GAAP, and fairly present, 
in all material respects, the financial position of the 
Company and its consolidated Subsidiaries for the 
periods indicated and on a basis consistent with prior 
periods.                   or

[Use the following paragraph if this Certificate is delivered in 
connection with the financial statements required by subsection 
[6.01(b)] of the Credit Agreement.]

	1.	Attached as Schedule 1 hereto are (a) a true and 
correct copy of the unaudited consolidated balance sheet of the 
Company and its consolidated Subsidiaries as of the end of the 
fiscal quarter ended __________, 199__, and (b) the related 
unaudited consolidated statements of income, shareholders' 
equity, and cash flows for the period commencing on the first day 
and ending on the last day of such quarter.  The undersigned 
hereby certifies that such financial statements were prepared in 
accordance with GAAP (subject only to ordinary, good faith year-
end audit adjustments and the absence of footnotes) and fairly 
present, in all material respects, the financial position and the 
results of operations of the Company and its consolidated 
Subsidiaries.

                           or

[Use the following paragraph if this Certificate is delivered in 
connection with the financial statements required by subsection 
[6.01(c)] of the Credit Agreement.]

	1.	Attached as Schedule 1 hereto are (a) a true and 
correct copy of the unaudited consolidating balance sheets of the 
Company and its consolidated Subsidiaries as of the end of the 
fiscal [quarter] [year] ended ______________, 199__ and (b) the 
related consolidating statements of income, shareholders' equity 
and cash flows for such period.  The undersigned hereby certifies 
that such financial statements were prepared in accordance with 
GAAP (subject only to ordinary, good-faith year-end audit 
adjustments and the absence of footnotes) and fairly present, in 
all material respects, the financial position and results of 
operations of the Company and its consolidated Subsidiaries and 
that such financial statements were developed and used in 
connection with the preparation of the financial statements 
referred to in subsection 6.01(a) or (b).

	2.	The undersigned has reviewed and is familiar with the 
terms of the Credit Agreement and has made, or has caused to be 
made under his/her supervision, a detailed review of the 
transactions and conditions (financial or otherwise) of the 
Company during the accounting period covered by the attached 
financial statements.

	3.	To the best of the undersigned's knowledge, the 
Company, during such period, has observed, performed or satisfied 
all of its covenants and other agreements, and satisfied every 
condition in the Credit 

Agreement to be observed, performed or satisfied by the Company, 
and the undersigned has no knowledge of any Default or Event of 
Default.

4. The following financial covenant analyses and 
information set forth on Schedule 2 attached hereto are 
true and accurate on and as of the date of this 
Certificate.


	IN WITNESS WHEREOF, the undersigned has executed this 
Certificate as of                    , 199  .


				LONGVIEW FIBRE COMPANY


				By:                               
				Title:                            

                                SCHEDULE 2
                      to the Compliance Certificate
                               ($ in 000's)


6.13  Tangible Net Worth

Tangible Net Worth may not be less than $380,000,000.

		Current Tangible Net Worth	_______________

6.14  Maximum Capitalization Ratio

The Capitalization Ratio may not be more than 0.60 to 1.0

		(I)	Funded Debt
			Credit Agreement    	       ______________
			Seafirst Bank  		           ______________
			Wells Fargo Bank	           ______________
			Bank of America     	       ______________
			Long-term Debt             ________________
                							        ______________

		divided by

		(II)	Funded Debt	   	        ______________
			Shareholders' Equity        ______________
                  							     ________________
    							                    ______________


		Current Capitalization Ratio ______________

6.15  Interest Coverage Ratio

The Interest Coverage Ratio May Not Be Less Than 3.0 to 1.0

	(I)	EBITDDA					  
		Net Income		                  ______________
		(a) Interest expense          ______________
		(b) Income tax expense        ______________
		(c) Depreciation expense      ______________
		(d&e) Depletion & Amortization______________ 
						                         ________________
							                         ______________

	(II)	Interest expense		        ______________
			Capitalized interest         ______________
							                        ________________
                    							     ______________

	Current Interest Coverage Ratio	______________			
			

	EXHIBIT D

	[FORM OF] OPINION OF BORROWER'S COUNSEL




                         EXHIBIT E

          [FORM OF] ASSIGNMENT AND ACCEPTANCE AGREEMENT


This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and 
Acceptance") dated as of __________, 199__ is made between 
______________________________ (the "Assignor") and 
__________________________ (the "Assignee").  

	RECITALS

	WHEREAS, the Assignor is party to that certain 
Credit Agreement dated as of _____________, 199__ (as amended, 
amended and restated, modified, supplemented or renewed, the 
"Credit Agreement") among Longview Fibre Company (the "Company"), 
the several financial institutions from time to time party 
thereto (including the Assignor, the "Banks"), and Bank of 
America National Trust and Savings Association, as agent for the 
Banks (the "Agent").  Any terms defined in the Credit Agreement 
and not defined in this Assignment and Acceptance are used herein 
as defined in the Credit Agreement;  

	WHEREAS, as provided under the Credit Agreement, the 
Assignor has committed to making Loans (the "Committed Loans") to 
the Company in an aggregate amount not to exceed $__________ (the 
"Commitment");  

	WHEREAS, [the Assignor has made Committed Loans in the 
aggregate principal amount of $__________ to the Company] [no 
Committed Loans are outstanding under the Credit Agreement];  

	WHEREAS, the Assignor wishes to assign to the Assignee [part 
of the] [all] rights and obligations of the Assignor under the 
Credit Agreement in respect of its Commitment, [together with a 
corresponding portion of each of its outstanding Committed 
Loans,] in an amount equal to $__________ (the "Assigned Amount") 
on the terms and subject to the conditions set forth herein and 
the Assignee wishes to accept assignment of such rights and to 
assume such obligations from the Assignor on such terms and 
subject to such conditions;  
	NOW, THEREFORE, in consideration of the foregoing and the 
mutual agreements contained herein, the parties hereto agree as 
follows:

	1.	Assignment and Acceptance.


	(a)	Subject to the terms and conditions of this Assignment 
and Acceptance, (i) the Assignor hereby sells, transfers and 
assigns to the Assignee, and (ii) the Assignee hereby purchases, 
assumes and undertakes from the Assignor, without recourse and 
without representation or warranty (except as provided in this 
Assignment and Acceptance) __% (the "Assignee's Percentage 
Share") of (A) the Commitment [and the Committed Loans] of the 
Assignor and (B) all related rights, benefits, obligations, 
liabilities and indemnities of the Assignor under and in 
connection with the Credit Agreement and the Loan Documents.

	[If appropriate, add paragraph specifying payment to 
Assignor by Assignee of outstanding principal of, accrued 
interest on, and fees with respect to, Committed Loans assigned.]

	(b)	With effect on and after the Effective Date (as defined 
in Section 5 hereof), the Assignee shall be a party to the Credit 
Agreement and succeed to all of the rights and be obligated to 
perform all of the obligations of a Bank under the Credit 
Agreement, including the requirements concerning confidentiality 
and the payment of indemnification, with a Commitment in an 
amount equal to the Assigned Amount.  The Assignee agrees that it 
will perform in accordance with their terms all of the 
obligations which by the terms of the Credit Agreement are 
required to be performed by it as a Bank.  It is the intent of 
the parties hereto that the Commitment of the Assignor shall, as 
of the Effective Date, be reduced by an amount equal to the 
Assigned Amount and the Assignor shall relinquish its rights and 
be released from its obligations under the Credit Agreement to 
the extent such obligations have been assumed by the Assignee; 
provided, however, the Assignor shall not relinquish its rights 
under Sections __ and __ of the Credit Agreement to the extent 
such rights relate to the time prior to the Effective Date.  

	(c)	After giving effect to the assignment and assumption 
set forth herein, on the Effective Date the Assignee's Commitment 
will be $__________.  

	(d)	After giving effect to the assignment and assumption 
set forth herein, on the Effective Date the Assignor's Commitment 
will be $__________.

	2.	Payments.

	(a)	As consideration for the sale, assignment and 

transfer contemplated in Section 1 hereof, the Assignee shall pay 
to the Assignor on the Effective Date in immediately available 
funds an amount equal to $__________, representing the Assignee's 
Pro Rata Share of the principal amount of all Committed Loans.  

	(b)	The [Assignor] [Assignee] further agrees to pay to the 
Agent a processing fee in the amount specified in 
Section 10.08(a) of the Credit Agreement. 

	3.	Reallocation of Payments.

	Any interest, fees and other payments accrued to the 
Effective Date with respect to the Commitment[,] [and] Committed 
Loans shall be for the account of the Assignor.  Any interest, 
fees and other payments accrued on and after the Effective Date 
with respect to the Assigned Amount shall be for the account of 
the Assignee.  Each of the Assignor and the Assignee agrees that 
it will hold in trust for the other party any interest, fees and 
other amounts which it may receive to which the other party is 
entitled pursuant to the preceding sentence and pay to the other 
party any such amounts which it may receive promptly upon 
receipt.  

	4.	Independent Credit Decision.

	The Assignee (a) acknowledges that it has received a copy of 
the Credit Agreement and the Schedules and Exhibits thereto, 
together with copies of the most recent financial statements 
referred to in Section 6.01 of the Credit Agreement, and such 
other documents and information as it has deemed appropriate to 
make its own credit and legal analysis and decision to enter into 
this Assignment and Acceptance; and (b) agrees that it will, 
independently and without reliance upon the Assignor, the Agent 
or any other Bank and based on such documents and information as 
it shall deem appropriate at the time, continue to make its own 
credit and legal decisions in taking or not taking action under 
the Credit Agreement.  

	5.	Effective Date; Notices.

	(a)	As between the Assignor and the Assignee, the effective 
date for this Assignment and Acceptance shall be __________, 
199__ (the "Effective Date"); provided that the following 
conditions precedent have been satisfied on or before the
Effective Date:

		(i)	this Assignment and Acceptance shall be executed 
and delivered by the Assignor and the 

Assignee;  

		(ii)	the consent of the Company and the Agent required 
for an effective assignment of the Assigned Amount by the 
Assignor to the Assignee under Section 10.08 of the Credit 
Agreement shall have been duly obtained and shall be in full 
force and effect as of the Effective Date;  

		(iii) the Assignee shall pay to the Assignor all 
amounts due to the Assignor under this Assignment and Acceptance; 
 
		[(iv) the Assignee shall have complied with Section [  
 ](__) of the Credit Agreement (if applicable); 

		(v)	the processing fee referred to in Section 2(b) 
hereof and in Section 10.08(a) of the Credit Agreement shall have 
been paid to the Agent; and

		(vi)	the Assignor shall have assigned and the Assignee 
shall have assumed a percentage equal to the Assignee's 
Percentage Share of the rights and obligations of the Assignor 
under the Credit Agreement (if such agreement exists).  

	(b)	Promptly following the execution of this Assignment and 
Acceptance, the Assignor shall deliver to the Company and the 
Agent for acknowledgement by the Agent, a Notice of Assignment 
substantially in the form attached hereto as Schedule 1.  

	6.	Agent.  

	(a)	The Assignee hereby appoints and authorizes the Agent 
to take such action as agent on its behalf and to exercise such 
powers under the Credit Agreement as are delegated to the Agent 
by the Banks pursuant to the terms of the Credit Agreement.  

	[(b)	The Assignee shall assume no duties or obligations held 
by the Assignor in its capacity as Agent under the Credit 
Agreement.] [INCLUDE ONLY IF ASSIGNOR IS AGENT]

	7.	Withholding Tax.  

	The Assignee (a) represents and warrants to the Banks, the 
Agent and the Company that under applicable law and treaties no 
tax will be required to be withheld by the Agent with respect to 
any payments to be made to the Assignee hereunder, (b) agrees to 
furnish (if it is organized under the laws of any jurisdiction 
other than 

the United States or any State thereof) to the Agent and the 
Company prior to the time that the Agent or Company is required 
to make any payment of principal, interest or fees hereunder, 
duplicate executed originals of either U.S. Internal Revenue 
Service Form 4224 or U.S. Internal Revenue Service Form 1001 
(wherein the Assignee claims entitlement to the benefits of a tax 
treaty that provides for a complete exemption from U.S. federal 
income withholding tax on all payments hereunder) and agrees to 
provide new Forms 4224 or 1001 upon the expiration of any 
previously delivered form or comparable statements in accordance 
with applicable U.S. law and regulations and amendments thereto, 
duly executed and completed by the Assignee, and (c) agrees to 
comply with all applicable U.S. laws and regulations with regard 
to such withholding tax exemption. 

	8.	Representations and Warranties.

	(a)	The Assignor represents and warrants that (i) it is the 
legal and beneficial owner of the interest being assigned by it 
hereunder and that such interest is free and clear of any Lien or 
other adverse claim; (ii) it is duly organized and existing and 
it has the full power and authority to take, and has taken, all 
action necessary to execute and deliver this Assignment and 
Acceptance and any other documents required or permitted to be 
executed or delivered by it in connection with this Assignment 
and Acceptance and to fulfill its obligations hereunder; (iii) no 
notices to, or consents, authorizations or approvals of, any 
Person are required (other than any already given or obtained) 
for its due execution, delivery and performance of this 
Assignment and Acceptance, and apart from any agreements or 
undertakings or filings required by the Credit Agreement, no 
further action by, or notice to, or filing with, any Person is 
required of it for such execution, delivery or performance; and 
(iv) this Assignment and Acceptance has been duly executed and 
delivered by it and constitutes the legal, valid and binding 
obligation of the Assignor, enforceable against the Assignor in 
accordance with the terms hereof, subject, as to enforcement, to 
bankruptcy, insolvency, moratorium, reorganization and other laws 
of general application relating to or affecting creditors' rights 
and to general equitable principles.  

	(b)	The Assignor makes no representation or warranty and 
assumes no responsibility with respect to any statements, 
warranties or representations made in or in connection with the 
Credit Agreement or the 

execution, legality, validity, enforceability, genuineness, 
sufficiency or value of the Credit Agreement or any other 
instrument or document furnished pursuant thereto.  The Assignor 
makes no representation or warranty in connection with, and 
assumes no responsibility with respect to, the solvency, 
financial condition or statements of the Company, or the 
performance or observance by the Company, of any of its 
respective obligations under the Credit Agreement or any other 
instrument or document furnished in connection therewith.  

	(c)	The Assignee represents and warrants that (i) it is 
duly organized and existing and it has full power and authority 
to take, and has taken, all action necessary to execute and 
deliver this Assignment and Acceptance and any other documents 
required or permitted to be executed or delivered by it in 
connection with this Assignment and Acceptance, and to fulfill 
its obligations hereunder; (ii) no notices to, or consents, 
authorizations or approvals of, any Person are required (other 
than any already given or obtained) for its due execution, 
delivery and performance of this Assignment and Acceptance; and 
apart from any agreements or undertakings or filings required by 
the Credit Agreement, no further action by, or notice to, or 
filing with, any Person is required of it for such execution, 
delivery or performance; (iii) this Assignment and Acceptance has 
been duly executed and delivered by it and constitutes the legal, 
valid and binding obligation of the Assignee, enforceable against 
the Assignee in accordance with the terms hereof, subject, as to 
enforcement, to bankruptcy, insolvency, moratorium, 
reorganization and other laws of general application relating to 
or affecting creditors' rights and to general equitable 
principles; and (iv) it is an Eligible Assignee.  

	9.	Further Assurances.

	The Assignor and the Assignee each hereby agree to execute 
and deliver such other instruments, and take such other action, 
as either party may reasonably request in connection with the 
transactions contemplated by this Assignment and Acceptance, 
including the delivery of any notices or other documents or 
instruments to the Company or the Agent, which may be required in 
connection with the assignment and assumption contemplated 
hereby.  

	10.	Miscellaneous.

	(a)	Any amendment or waiver of any provision of 

this Assignment and Acceptance shall be in writing and signed by 
the parties hereto.  No failure or delay by either party hereto 
in exercising any right, power or privilege hereunder shall 
operate as a waiver thereof and any waiver of any breach of the 
provisions of this Assignment and Acceptance shall be without 
prejudice to any rights with respect to any other or further 
breach thereof.  

	(b)	All payments made hereunder shall be made without any 
set-off or counterclaim.  

	(c)	The Assignor and the Assignee shall each pay its own 
costs and expenses incurred in connection with the negotiation, 
preparation, execution and performance of this Assignment and 
Acceptance.  

	(d)	This Assignment and Acceptance may be executed in any 
number of counterparts and all of such counterparts taken 
together shall be deemed to constitute one and the same 
instrument.  

	(e)	THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF WASHINGTON 
[Note:  confirm choice of law].  The Assignor and the Assignee 
each irrevocably submits to the non-exclusive jurisdiction of any 
State or Federal court sitting in [Washington] over any suit, 
action or proceeding arising out of or relating to this 
Assignment and Acceptance and irrevocably agrees that all claims 
in respect of such action or proceeding may be heard and 
determined in such [Washington] State or Federal court.  Each 
party to this Assignment and Acceptance hereby irrevocably 
waives, to the fullest extent it may effectively do so, the 
defense of an inconvenient forum to the maintenance of such 
action or proceeding.  

	(f)	THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY, 
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A 
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR 
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND 
ACCEPTANCE, THE CREDIT AGREEMENT, ANY RELATED DOCUMENTS AND 
AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR 
STATEMENTS (WHETHER ORAL OR WRITTEN).

	[Other provisions to be added as may be negotiated between 
the Assignor and the Assignee, provided that such provisions are 
not inconsistent with the Credit Agreement.]  


	IN WITNESS WHEREOF, the Assignor and the Assignee have 
caused this Assignment and Acceptance to be executed and 
delivered by their duly authorized officers as of the date first 
above written.  


	[ASSIGNOR]


	By: 	                          
	Title: 	                     


	By: 	                          
	Title: 	                     

	Address:




	[ASSIGNEE]


	By: 	                          
	Title: 	                     


	By: 	                          
	Title: 	                     

	Address:

   	                       SCHEDULE 1

                NOTICE OF ASSIGNMENT AND ACCEPTANCE


                               _______________, 19__


Bank of America National Trust
  and Savings Association, as Agent
______________________________
______________________________
Attn:  _______________________


Longview Fibre Company
______________________________
______________________________
Attn: ________________________


Ladies and Gentlemen:

	We refer to the Credit Agreement dated as of February, ___, 
1998 (as amended, amended and restated, modified, supplemented or 
renewed from time to time the "Credit Agreement") among Longview 
Fibre Company (the "Company"), the Banks referred to therein and 
Bank of America National Trust and Savings Association as agent 
for the Banks (the "Agent").  Terms defined in the Credit 
Agreement are used herein as therein defined.

	1.	We hereby give you notice of, and request your consent 
to, the assignment by __________________ (the "Assignor") to 
_______________ (the "Assignee") of _____% of the right, title 
and interest of the Assignor in and to the Credit Agreement 
(including, without limitation, the right, title and interest of 
the Assignor in and to the Commitments of the Assignor[,] [and] 
all outstanding Loans made by the Assignor) pursuant to the 
Assignment and Acceptance Agreement attached hereto (the 
"Assignment and Acceptance").  Before giving effect to such 
assignment the Assignor's Commitment is $ ___________[,] [and] 
the aggregate amount of its outstanding Loans is $_____________.

	2.	The Assignee agrees that, upon receiving the consent of 
the Agent and, if applicable, Longview Fibre Company to such 
assignment, the Assignee will be bound by the terms of the Credit 
Agreement as fully and to the same extent as if the Assignee were 
the Bank originally holding such interest in the Credit 
Agreement.

	3.	The following administrative details apply to the 
Assignee:

		(A)	Notice Address:
			Assignee name: _________________________
			Address:  ______________________________
				    _______________________________
				    _______________________________
			Attention:  ____________________________
			Telephone:  (___)_______________________
			Telecopier:  (___)______________________
			Telex (Answerback): ____________________

		(B)	Payment Instructions:

			Account No.:  __________________________
				At:	    __________________________
					    __________________________
				         __________________________
			Reference:    __________________________
			Attention:    __________________________

	4.	You are entitled to rely upon the representations, 
warranties and covenants of each of the Assignor and Assignee 
contained in the Assignment and Acceptance.

	IN WITNESS WHEREOF, the Assignor and the Assignee have 
caused this Notice of Assignment and Acceptance to be executed by 
their respective duly authorized officials, officers or agents as 
of the date first above mentioned.

	Very truly yours,

	[NAME OF ASSIGNOR]


	By:  	                    
	Title:                        


	By:  	                    
	Title:                        

	[NAME OF ASSIGNEE]

	By:  	                    
	Title:                        


	By:  	                    
	Title:                        


ACKNOWLEDGED AND ASSIGNMENT 
CONSENTED TO:


LONGVIEW FIBRE COMPANY


By:                                
Title:  __________________________


By:                                
Title:  __________________________


BANK OF AMERICA NATIONAL TRUST AND
  SAVINGS ASSOCIATION, as Agent


By: __________________________
Its: _________________________



                           EXHIBIT F


                   [FORM OF] PROMISSORY NOTE

$            	                     _____________, 199_

		FOR VALUE RECEIVED, the undersigned, Longview Fibre 
Company, a Washington corporation (the "Company"), hereby 
promises to pay to the order of                     (the "Bank") 
the principal sum of              Dollars ($           ) or, if 
less, the aggregate unpaid principal amount of all Loans made by 
the Bank to the Company pursuant to that certain Credit 
Agreement, dated as of February ___, 1998, (such Credit 
Agreement, as it may be amended, restated, supplemented or 
otherwise modified from time to time, being hereinafter called 
the "Credit Agreement"), among the Company, the Bank, the other 
banks parties thereto, and Bank of America National Trust and 
Savings Association, as Agent for the Banks, on the dates and in 
the amounts provided in the Credit Agreement.  The Company 
further promises to pay interest on the unpaid principal amount 
of the Loans evidenced hereby from time to time at the rates, on 
the dates, and otherwise as provided in the Credit Agreement.

		The Bank is authorized to endorse the amount and the 
date on which each Loan is made, the maturity date therefor and 
each payment of principal with respect thereto on the schedules 
annexed hereto and made a part hereof, or on continuations 
thereof which shall be attached hereto and made a part hereof; 
provided, that any failure to endorse such information on such 
schedule or continuation thereof shall not in any manner affect 
any obligation of the Company under the Credit Agreement or this 
Promissory Note (the "Note").

		This Note is one of the Notes referred to in, and is 
entitled to the benefits of, the Credit Agreement, which Credit 
Agreement, among other things, contains provisions for 
acceleration of the maturity hereof upon the happening of 
certain stated events and also for prepayments on account of 
principal hereof prior to the maturity hereof upon the terms and 
conditions therein specified.

		Terms defined in the Credit Agreement are 
used herein with their defined meanings therein unless 

otherwise defined herein.  This Note shall be governed by, and 
construed and interpreted in accordance with, the laws of the 
State of Washington applicable to contracts made and to be 
performed entirely within such State.



					LONGVIEW FIBRE COMPANY




					By:                           
					Title:                        



					By:                           
					Title:                        



                                                     Schedule A to Note


           BASE RATE LOANS AND REPAYMENT OF BASE RATE LOANS



            (2)          (3)          (4)
           Amount      Maturity     Amount of
             of         Date of      Base                 (5)       
  (1)       Base         Base      Rate Loan            Notation
 Date      Rate Loan    Rate Loan   Repaid              Made By
                                                        
                                                        


                     Schedule B to Note

       OFFSHORE RATE LOANS AND REPAYMENT OF OFFSHORE            
               RATE LOANS

             (2)          (3)        (4)
           Amount      Maturity     Amount of
             of         Date of     Offshore      (5)
 (1)       Offshore    Offshore     Rate Loan  Notation
 Date      Rate Loan   Rate Loan    Repaid     Made By