CREDIT AGREEMENT

                                   dated as of

                                December 1, 2004

                                      among

                            MEADWESTVACO CORPORATION,

   the banks and financial institutions listed on the signature pages hereof,

                 THE BANK OF NEW YORK, as Administrative Agent,

          JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and CITIBANK, N.A.,
                             as Syndication Agents,

                  BANK OF AMERICA, N.A. and BARCLAYS BANK PLC,
                            as Documentation Agents,

        BANK OF TOKYO-MITSUBISHI TRUST COMPANY, ING CAPITAL LLC, UBS AG,
            STAMFORD BRANCH and WACHOVIA BANK, NATIONAL ASSOCIATION,
                              as Managing Agents,
                                       and

          COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, SUMITOMO
          MITSUI BANKING CORPORATION, SUNTRUST BANK and WILLIAM STREET
                      COMMITMENT CORPORATION, as Co-Agents

                           ___________________________

           BNY CAPITAL MARKETS, INC., J.P. MORGAN SECURITIES INC. and
                         CITIGROUP GLOBAL MARKETS INC.,
                       as Lead Arrangers and Book Runners





<PAGE>



                                TABLE OF CONTENTS



                                    ARTICLE 1
                                   DEFINITIONS

   SECTION 1.1      DEFINITIONS...............................................1
   SECTION 1.2      ACCOUNTING TERMS AND DETERMINATIONS......................15
   SECTION 1.3      TYPES OF BORROWING.......................................15

                                    ARTICLE 2
                                   THE CREDITS

   SECTION 2.1      COMMITMENTS..............................................15
   SECTION 2.2      NOTICE OF BORROWING......................................16
   SECTION 2.3      MONEY MARKET BORROWINGS..................................16
   SECTION 2.4      NOTICE TO BANKS; FUNDING OF LOANS........................20
   SECTION 2.5      EVIDENCE OF DEBT.........................................21
   SECTION 2.6      MATURITY OF LOANS........................................22
   SECTION 2.7      INTEREST RATES...........................................22
   SECTION 2.8      FEES.....................................................23
   SECTION 2.9      OPTIONAL TERMINATION, REDUCTION OR INCREASE OF
                    COMMITMENTS..............................................24
   SECTION 2.10     MANDATORY TERMINATION OF COMMITMENTS; EFFECT OF
                    TERMINATION OR REDUCTION.................................26
   SECTION 2.11     OPTIONAL AND MANDATORY PREPAYMENTS.......................26
   SECTION 2.12     GENERAL PROVISIONS AS TO PAYMENTS........................26
   SECTION 2.13     FUNDING LOSSES...........................................27
   SECTION 2.14     COMPUTATION OF INTEREST AND FEES.........................28
   SECTION 2.15     SPECIAL MANDATORY PREPAYMENT/COMMITMENT TERMINATION......28
   SECTION 2.16     LETTERS OF CREDIT........................................29
   SECTION 2.17     SWINGLINE................................................32

                                    ARTICLE 3
                                   CONDITIONS

   SECTION 3.1      EFFECTIVENESS............................................34
   SECTION 3.2      CLOSING..................................................35

                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

   SECTION 4.1      CORPORATE EXISTENCE AND POWER............................36
   SECTION 4.2      CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO
                    CONTRAVENTION............................................36
   SECTION 4.3      BINDING EFFECT...........................................36
   SECTION 4.4      FINANCIAL INFORMATION....................................36
   SECTION 4.5      LITIGATION...............................................37
   SECTION 4.6      COMPLIANCE WITH ERISA....................................37
   SECTION 4.7      SUBSIDIARIES.............................................37
   SECTION 4.8      NOT AN INVESTMENT COMPANY................................37


                                       i
<PAGE>

                                    ARTICLE 5
                                    COVENANTS

   SECTION 5.1      INFORMATION..............................................37
   SECTION 5.2      MAINTENANCE OF PROPERTY; INSURANCE.......................38
   SECTION 5.3      PAYMENT OF TAXES AND ASSESSMENTS, CONDUCT OF BUSINESS
                    AND MAINTENANCE OF EXISTENCE...........38
   SECTION 5.4      COMPLIANCE WITH LAWS.....................................39
   SECTION 5.5      RESTRICTIONS ON SALE AND LEASE BACK TRANSACTIONS.........39
   SECTION 5.6      NEGATIVE PLEDGE..........................................40
   SECTION 5.7      CONSOLIDATIONS, MERGERS AND SALES OF ASSETS..............42
   SECTION 5.8      USE OF PROCEEDS..........................................43
   SECTION 5.9      TOTAL DEBT TO TOTAL CAPITALIZATION RATIO.................43
   SECTION 5.10     SUBSIDIARY DEBT..........................................44

                                    ARTICLE 6
                                    DEFAULTS

   SECTION 6.1      EVENTS OF DEFAULT........................................44
   SECTION 6.2      NOTICE OF DEFAULT........................................46

                                    ARTICLE 7
                                   THE AGENTS

   SECTION 7.1      APPOINTMENT AND AUTHORIZATION............................46
   SECTION 7.2      AGENTS AND AFFILIATES....................................46
   SECTION 7.3      ACTION BY AGENTS.........................................46
   SECTION 7.4      CONSULTATION WITH EXPERTS................................46
   SECTION 7.5      LIABILITY OF AGENTS......................................46
   SECTION 7.6      INDEMNIFICATION..........................................47
   SECTION 7.7      CREDIT DECISION..........................................47
   SECTION 7.8      SUCCESSOR ADMINISTRATIVE AGENT...........................47
   SECTION 7.9      SYNDICATION AGENTS, DOCUMENTATION AGENTS, MANAGING
                    AGENTS AND CO-AGENTS.....................................47

                                    ARTICLE 8
                             CHANGE IN CIRCUMSTANCES

   SECTION 8.1      BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR.48
   SECTION 8.2      ILLEGALITY...............................................48
   SECTION 8.3      INCREASED COST AND REDUCED RETURN........................49
   SECTION 8.4      COMMITTED BASE RATE LOANS SUBSTITUTED FOR AFFECTED LOANS.50
   SECTION 8.5      SUBSTITUTION OR REMOVAL OF BANK..........................51
   SECTION 8.6      TAXES....................................................52

                                    ARTICLE 9
                                  MISCELLANEOUS

   SECTION 9.1      NOTICES..................................................54
   SECTION 9.2      NO WAIVERS...............................................54
   SECTION 9.3      EXPENSES; DOCUMENTARY TAXES; INDEMNIFICATION.............54
   SECTION 9.4      SHARING OF SET OFFS......................................55

                                       ii
<PAGE>

   SECTION 9.5      AMENDMENTS AND WAIVERS...................................55
   SECTION 9.6      SUCCESSORS AND ASSIGNS...................................55
   SECTION 9.7      COLLATERAL...............................................57
   SECTION 9.8      GOVERNING LAW............................................57
   SECTION 9.9      JURISDICTION; CONSENT TO SERVICE OF PROCESS..............57
   SECTION 9.10     JURY TRIAL...............................................58
   SECTION 9.11     COUNTERPARTS; INTEGRATION................................58
   SECTION 9.12     JUDGMENT CURRENCY........................................58
   SECTION 9.13     PATRIOT ACT..............................................59


Exhibit A - Form of Assignment and Acceptance
Exhibit B - Form of Commitment Increase Supplement
Exhibit C - Money Market Quote Request
Exhibit D - Invitation for Money Market Quotes
Exhibit E - Money Market Quote

Schedule 1.1 - Existing Letters of Credit




                                      iii
<PAGE>



     CREDIT AGREEMENT, dated as of December 1, 2004, among MEADWESTVACO
CORPORATION, the banks and financial institutions listed on the signature pages
hereof, THE BANK OF NEW YORK, as Administrative Agent, JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION and CITIBANK, N.A., as Syndication Agents, BANK OF AMERICA,
N.A. and BARCLAYS BANK PLC, as Documentation Agents, BANK OF TOKYO-MITSUBISHI
TRUST COMPANY, ING CAPITAL LLC, UBS AG, STAMFORD BRANCH and WACHOVIA BANK,
NATIONAL ASSOCIATION, as Managing Agents, and COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, SUMITOMO MITSUI BANKING CORPORATION, SUNTRUST BANK and WILLIAM
STREET COMMITMENT CORPORATION, as Co-Agents.

     The parties hereto agree as follows:

                                   ARTICLE 1
                                   DEFINITIONS

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

     "Absolute Rate Auction" means a solicitation of Money Market Quotes setting
forth Money Market Absolute Rates pursuant to Section 2.3.

     "Administrative Agent" means The Bank of New York in its capacity as
Administrative Agent hereunder, and its successors in such capacity.

     "Administrative Questionnaire" means, with respect to each Lender, an
administrative questionnaire in the form prepared by the Administrative Agent
and submitted to the Administrative Agent (with a copy to the Borrower) duly
completed by such Lender.

     "Affiliate" means, with respect to any Person, any other Person that
controls, is controlled by, or is under common control with, such Person. For
purposes of this definition, "control" (including, with correlative meaning, the
term "controlled"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct the management and policies of that Person,
whether through the ownership of voting securities or otherwise.

     "Agent" means the Administrative Agent, the Syndication Agents, the
Documentation Agents, the Managing Agents or the Co-Agents, as the context may
require.

     "Agreement Currency" means Dollars or an Alternate Currency.

     "Alternate Currency" means Euros or Pounds Sterling.

     "Alternate Currency Funding Office" has the meaning set forth in Section
2.4(b).

     "Alternate Currency Loan" means a Committed Alternate Currency Loan or a
Money Market Alternate Currency Loan.



                                       1
<PAGE>

     "Applicable Percentage" means (i) with respect to Committed Euro-Dollar
Borrowings, Committed Alternate Currency Borrowings, Swingline Loans and the fee
referred to in Section 2.8(c)(i), at all times during which the applicable
Pricing Level set forth below is in effect, the percentage set forth below for
such Pricing Level under the heading "Applicable Percentage and LC Fee" and (ii)
with respect to the fee referred to in Section 2.8(a), at all times during which
the applicable Pricing Level set forth below is in effect, the percentage set
forth below for such Pricing Level under the heading "Facility Fee Rate":

     =====================================================================
                             Applicable Percentage
         Pricing Levels             and LC Fee          Facility Fee Rate
     ---------------------------------------------------------------------
               I                     0.200%                 0.080%
     ---------------------------------------------------------------------
              II                     0.300%                 0.100%
     ---------------------------------------------------------------------
              III                    0.375%                 0.125%
     ---------------------------------------------------------------------
              IV                     0.475%                 0.150%
     ---------------------------------------------------------------------
               V                     0.590%                 0.160%
     ---------------------------------------------------------------------
              VI                     0.700%                 0.175%
     ---------------------------------------------------------------------
              VII                    0.900%                 0.225%
     =====================================================================


     Changes in the Applicable Percentage resulting from a change in the Pricing
Level shall become effective on the effective date of any change in the Senior
Unsecured Debt Rating from S&P or Moody's, as the case may be. Notwithstanding
anything herein to the contrary, in the event that (A) two Pricing Levels would
otherwise apply at any one time and (i) such Pricing Levels are adjacent to one
another, the higher Pricing Level shall be the applicable Pricing Level, and
(ii) such Pricing Levels are not adjacent to one another, the Pricing Level that
is one Pricing Level below the higher of such two Pricing Levels shall be the
applicable Pricing Level, (B) either S&P or Moody's (but not both) shall no
longer issue a rating for the Borrower's senior unsecured non-credit enhanced
long term debt, the applicable Pricing Level shall be determined by the
remaining Senior Unsecured Debt Rating, provided that in the event the
Borrower's Senior Unsecured Debt Rating is BBB- or Baa3, Pricing Level VI shall
be the applicable Pricing Level, and (C) in the event that both S&P and Moody's
shall no longer issue a rating for the Borrower's senior unsecured non-credit
enhanced long term debt, unless and until the date, if any, that the Borrower
and Required Banks agree on a different arrangement, the existing Pricing Level
shall continue in effect for the 60 day period immediately following such event
and Pricing Level VII shall apply at all times after such period. For purposes
hereof, Pricing Level I is the highest Pricing Level and Pricing Level VII is
the lowest Pricing Level.



                                       2
<PAGE>

     "Assignment and Acceptance" means an assignment and acceptance entered into
by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.6), and accepted by the Administrative Agent,
substantially in the form of Exhibit A or any other form approved by the
Administrative Agent.

     "Bank" means each bank or financial institution listed on the signature
pages hereof, and its successors.

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

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

     "Borrower" means MeadWestvaco Corporation, a Delaware corporation, and its
successors.

     "Borrowing" has the meaning set forth in Section 1.3.

     "Business Day" means any day (other than a day which is a Saturday, Sunday
or legal holiday in the State of New York) on which banks are open for business
in New York City; provided, however, that, when used in connection with a
Eurocurrency Loan, the term "Business Day" shall also exclude any day on which
banks are not open for international business (including dealings in Dollar
deposits) in the London interbank market.

     "Cabin Bluff Notes" means the Loan and Guaranty Agreement, dated as of
August 23, 1998, among Cabin Bluff Partners, The Mead Corporation and Scott
Paper Company, as guarantors, and the Sumitomo Bank, Limited, New York Branch,
or the Loan and Guaranty Agreement among Cabin Bluff Partners, The Mead
Corporation and Kimberly-Clark Corporation, as guarantors, the lenders party
thereto, The Sumitomo Bank, Limited, New York Branch, as a lender and
syndication agent, Bank of America, N.A. (successor to Bank of America National
Trust and Savings Association), as a lender and documentation agent, and The
Chase Manhattan Bank, as a lender and administrative agent, as the same or any
substitute or replacement agreement may be amended, restated, modified or
replaced from time to time.

     "Cash Collateral Event" has the meaning set forth in Section 2.16(i).

     "Change of Control" has the meaning set forth in Section 2.15.

     "Co-Agents" means Commerzbank AG, New York and Grand Cayman Branches,
Sumitomo Mitsui Banking Corporation, SunTrust Bank and William Street Commitment
Corporation in their capacity as Co-Agents hereunder, and their respective
successors in such capacity.



                                       3
<PAGE>

     "Commitment" means, with respect to each Bank, the amount set forth
opposite the name of such Bank on the signature pages hereof as its
"Commitment", as such amount may be changed from time to time pursuant to
Sections 2.9, 2.10, 2.15, 8.5 and 9.6.

     "Commitment Increase Supplement" means a Commitment increase supplement in
the form of Exhibit B.

     "Committed Alternate Currency Loan" means a loan made by a Bank pursuant to
Section 2.1 in an Alternate Currency.

     "Committed Base Rate Loan" means a loan in Dollars to be made by a Bank
pursuant to Section 2.1 as a Committed Base Rate Loan in accordance with the
applicable Notice of Borrowing or pursuant to Article 8.

     "Committed Credit Exposure" means, with respect to any Lender at any time,
the Credit Exposure of such Lender at such time less the aggregate outstanding
principal balance at such time of its Money Market Loans (determined on the
basis of the Dollar Equivalent for each outstanding Alternate Currency Loan).

     "Committed Domestic Loan" means a loan made by a Bank pursuant to Section
2.1 in Dollars.

     "Committed Euro-Dollar Loan" means a loan in Dollars to be made by a Bank
pursuant to Section 2.1 as a Eurocurrency Loan in accordance with the applicable
Notice of Borrowing or pursuant to Article 8.

     "Committed Loan" means a Committed Domestic Loan or a Committed Alternate
Currency Loan.

     "Consolidated Net Tangible Assets" means the total of all the assets
appearing on the consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries less the following:

          (1) current liabilities, including liabilities for indebtedness
     maturing more than 12 months from the date of the original creation thereof
     but maturing, within 12 months from the date of determination;

          (2) reserves for depreciation and other asset valuation reserves;

          (3) intangible assets such as goodwill, trademarks, trade names,
     patents, and unamortized debt discount and expense carried as an asset on
     said balance sheet; and

          (4) appropriate adjustments on account of minority interests of other
     persons holding stock in any Subsidiary of the Borrower.

Consolidated Net Tangible Assets shall be determined in accordance with
generally accepted accounting principles and practices applicable to the type of
business in which the Borrower and its Subsidiaries are engaged and which are
approved by the independent accountants regularly



                                       4
<PAGE>

retained by the Borrower, and may be determined as of a date not more than sixty
days prior to the happening of the event for which such determination is being
made.

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

     "Corporation" includes corporations, partnerships, associations, companies
and business trusts.

     "Credit Exposure" means, with respect to any Bank at any time, the sum of
(i) the aggregate outstanding principal balance of such Bank's Loans (determined
on the basis of the Dollar Equivalent for each outstanding Alternate Currency
Loan), plus (ii) such Bank's LC Exposure, plus (iii) such Bank's Swingline
Exposure.

     "Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, and
(iii) all Debt of others guaranteed directly or indirectly by such Person.

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

     "Defeased Debt" means any Debt which has been defeased (a)(i) in accordance
with generally accepted accounting principles or (ii) pursuant to the deposit of
cash, or debt securities backed by the full faith and credit of the United
States, in either case in an amount sufficient to satisfy all such Debt at
maturity or redemption, as applicable, and all payments of interest and premium,
if any, in a trust or account created or pledged for the sole benefit of the
holders of such Debt, and subject to no other Lien, and (b) in accordance with
the other applicable terms of the instrument governing such Debt.

     "Documentation Agents" means Bank of America, N.A. and Barclays Bank PLC in
their capacity as Documentation Agents hereunder, and their respective
successors in such capacity.

     "Dollar Equivalent" means, with respect to an amount denominated in any
currency other than Dollars, the equivalent in Dollars of such amount determined
at the Exchange Rate on the date of determination of such equivalent. In making
any determination of the Dollar Equivalent for purposes of calculating both the
amount of Loans available to be borrowed, or Letters of Credit available to be
issued, on any particular date, the Administrative Agent shall use the relevant
Exchange Rate in effect (i) in the case of any Loans being made, on the date on
which the interest rate for such Loans is determined pursuant to the provisions
of this Agreement, and (ii) in the case of any Letters of Credit being issued,
the Business Day immediately preceding the date of issuance thereof.

     "Dollars" or "$" refers to lawful currency of the United States of America.



                                       5
<PAGE>

     "Domestic Funding Office" has the meaning set forth in Section 2.4(b).

     "Domestic Subsidiary" means any Subsidiary which owns a Principal Property.

     "Effective Date" means the date this Agreement becomes effective in
accordance with Section 3.1.

     "Environmental Laws" means any and all federal, state, local and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or to emissions,
discharges, releases of pollutants, contaminants, chemicals, or industrial,
toxic or hazardous substances or wastes into the environment including, without
limitation, ambient air, surface water, ground water, or land, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport, or handling of pollutants, contaminants, chemicals, or
industrial, toxic or hazardous substances or wastes.

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

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

     "Eurocurrency Loan" means a Committed Euro-Dollar Loan, a Committed
Alternate Currency Loan or a Money Market Margin Auction Loan to be made by a
Bank in accordance with the applicable Notice of Borrowing.

     "Eurocurrency Base Rate" means:

          (a) subject to clause (b)(i) below, with respect to each day during
     each Interest Period pertaining to a Eurocurrency Loan denominated in any
     currency other than Pounds Sterling, the rate per annum determined by the
     Administrative Agent to be the offered rate for deposits in the applicable
     currency with a term comparable to such Interest Period that appears on the
     applicable Telerate Page at approximately 11:00 A.M., London time, two
     Business Days prior to the beginning of such Interest Period, or

          (b)(i) if at any time for any reason such offered rate for any such
     currency does not appear on a Telerate Page in accordance with clause (a)
     above, and (ii) with respect to each Eurocurrency Loan denominated in
     Pounds Sterling, in either case with respect to each day during each
     Interest Period pertaining to a Eurocurrency Loan denominated in the
     applicable currency, the rate per annum equal to the average (rounded
     upward to the nearest 1/16th of 1%) of the respective rates notified to the
     Administrative Agent by each of the Reference Banks as the rate at which
     such Reference Bank is offered deposits in such currency at or about 11:00
     A.M., London time, two Business Days prior to the



                                       6
<PAGE>

     beginning of such Interest Period in the London interbank market for
     delivery on the first day of such Interest Period for the number of days
     comprised therein.

     "Eurocurrency Rate" means, with respect to each day during each Interest
Period pertaining to a Eurocurrency Loan, a rate per annum determined for such
day in accordance with the following formula (rounded upward to the nearest
1/100th of 1%):

                             Eurocurrency Base Rate
                    ----------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

     "Eurocurrency Reserve Requirements" means, for any day as applied to a
Eurocurrency Loan, the aggregate (without duplication) of the rates (expressed
as a decimal) of reserve requirements in effect on such day (including, without
limitation, basic, supplemental, marginal and emergency reserves) under any
regulations of the Board of Governors of the Federal Reserve System or other
governmental authority having jurisdiction with respect thereto dealing with
reserve requirements prescribed for eurocurrency funding (currently referred to
as "Eurocurrency Liabilities" in Regulation D of such Board) maintained by a
member bank of such System.

     "Euros" refers to the single currency of participating member states of the
European Union.

     "Event of Default" has the meaning set forth in Section 6.1.

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

     "Exchange Rate" means, with respect to any Alternate Currency on any date,
the rate at which such Alternate Currency may be exchanged into Dollars, as set
forth on such date on the relevant Reuters currency page at or about 11:00 A.M.,
London time, on such date. In the event that such rate does not appear on any
Reuters currency page, the "Exchange Rate" with respect to such Alternate
Currency shall be determined by reference to such other publicly available
service for displaying exchange rates as may be agreed upon by the
Administrative Agent and the Borrower or, in the absence of such agreement, such
"Exchange Rate" shall instead be the Administrative Agent's spot rate of
exchange in the interbank market where its foreign currency exchange operations
in respect of such Alternate Currency are then being conducted, at or about
11:00 A.M., local time, on such date for the purchase of Dollars with such
Alternate Currency, for delivery two Business Days later; provided, that if at
the time of any such determination, no such spot rate can reasonably be quoted,
the Administrative Agent may use any reasonable method as it deems applicable to
determine such rate, and such determination shall be conclusive absent manifest
error.

     "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower under the Loan Documents, (a) Taxes imposed on (or
measured by) net income, net profits or overall gross receipts (including,
without limitation, branch profits or similar taxes) by any jurisdiction under
the laws of which such recipient is organized or resident, in which such
recipient has an office or with respect to which such recipient has any other
connection (other than a connection arising solely by reason of both (A) this
Agreement and the transactions



                                       7
<PAGE>

contemplated hereby and (B) the Borrower being organized or resident,
maintaining an office or conducting business in such jurisdiction) and (b) any
Tax that is imposed under a law in effect on the date a Lender becomes a party
to this Agreement, except, in the case of an assignee, to the extent such Tax
was a Non-Excluded Tax with respect to such assignee's assignor immediately
prior to such assignment.

     "Existing Agreements" means, collectively, (i) that certain Amended and
Restated Five-year Credit Agreement, dated as of December 18, 2003, among the
Borrower, the lenders listed therein, The Bank of New York, as administrative
agent, Bank One, NA, as syndication agent, JP Morgan Chase Bank, Citibank, N.A.
and Bank of America, N.A., as documentation agents, Barclays Bank PLC,
Commerzbank AG, New York and Grand Cayman Branches, Fleet National Bank, The
Bank of Nova Scotia and Wachovia Bank, as managing agents, and Sumitomo Mitsui
Banking Corporation and SunTrust Bank, as co-agents, as amended, supplemented or
otherwise modified; and (ii) that certain Amended and Restated 364 Day Credit
Agreement, dated as of December 18, 2003, among the Borrower, the lenders listed
therein, The Bank of New York, as administrative agent, Bank One, NA, as
syndication agent, JP Morgan Chase Bank, Citibank, N.A. and Bank of America,
N.A., as documentation agents, Barclays Bank PLC, Commerzbank AG, New York and
Grand Cayman Branches, Fleet National Bank, The Bank of Nova Scotia and Wachovia
Bank, as managing agents, and Sumitomo Mitsui Banking Corporation and SunTrust
Bank, as co-agents, as amended, supplemented or otherwise modified.

     "Existing Bank Debt" means all Debt (other than the Existing Letters of
Credit) under the Existing Agreements and all accrued and unpaid monetary
obligations of the Borrower under the Existing Agreements and all documents,
instruments and other agreements executed and delivered in connection therewith.

     "Existing Letters of Credit" means each letter of credit set forth on
Schedule 1.1.

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

     "Federal Funds Rate" shall mean, for any period, the rate of interest per
annum as determined by the Administrative Agent (rounded, if necessary, to the
next greater 1/100 of 1%) equal to the rate, as reported by the Swingline Bank
to the Administrative Agent, at which the Swingline Bank is offered overnight
federal funds by a federal funds broker selected by the Swingline Bank in an
amount approximately equal to the amount of the Swingline Loans, at or about
3:00 p.m., New York City time, on such day, provided that if such day is not a
Business Day, the Federal Funds Rate for such day shall be the rate at which the
Swingline Bank is



                                       8
<PAGE>

offered overnight federal funds by such federal funds broker at or about 3:00
p.m., New York City time, on the next preceding Business Day.

     "Fixed Rate Loans" means Committed Euro-Dollar Loans, Committed Alternate
Currency Loans or Money Market Loans (excluding Money Market Loans bearing
interest at the Base Rate pursuant to Section 8.1(a)) or any combination of the
foregoing.

     "Interest Period" means: (1) with respect to each Eurocurrency Borrowing,
the period commencing on the date of such Borrowing and ending two weeks or one,
two, three or six months thereafter, as the Borrower may elect in the applicable
Notice of Borrowing; provided that:

          (a) any Interest Period which would otherwise end on a day which is
     not a Business Day shall be extended to the next succeeding Business Day
     unless such Business Day falls (i) after the Maturity Date, or (ii) in
     another calendar month, in either of which case such Interest Period shall
     end on the next preceding Business Day;

          (b) any Interest Period which 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,
     subject to clause (c) below, end on the last Business Day of a calendar
     month; and

          (c) any Interest Period which would otherwise end after the Maturity
     Date shall end on the Maturity Date;

     (2) with respect to each Committed Base Rate Borrowing, the period
commencing on the date of such Borrowing and ending 30 days thereafter; provided
that:

          (a) any Interest Period (other than an Interest Period determined
     pursuant to clause (b) below) which would otherwise end on a day which is
     not a Business Day shall be extended to the next succeeding, Business Day;
     and

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

     (3) with respect to each Money Market Absolute Rate Borrowing, the period
commencing on the date of such Borrowing and ending such number of days
thereafter (but not less than 7 nor more than 180 days) as the Borrower may
elect in accordance with Section 2.3; provided that:

          (a) any Interest Period (other than an Interest period defined
     pursuant to clause (b) below) which would otherwise end on a day which is
     not a Business Day shall be extended to the next succeeding Business Day;
     and

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



                                       9
<PAGE>

     (4) with respect to each Swingline Loan, the period commencing on the date
of such Swingline Loan and ending seven days thereafter; provided that any
Interest Period which would otherwise end after the Maturity Date shall end on
the Maturity Date.

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

     "Issuing Bank" means The Bank of New York, JPMorgan Chase Bank, National
Association, Citibank, N.A., Bank of America, N.A. and/or Barclays Bank PLC,
each in its capacity as an issuer of Letters of Credit.

     "Issuing Bank LC Exposure" means, at any time, with respect to an Issuing
Bank, the sum, without duplication, of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time issued by such Issuing Bank plus (b)
the aggregate amount of all LC Disbursements made by such Issuing Bank that have
not yet been reimbursed by or on behalf of the Borrower at such time.

     "LC Commitment" means, with respect to each Issuing Bank, the commitment of
such Issuing Bank to issue Letters of Credit hereunder. The amount of each
Issuing Bank's LC Commitment is $100,000,000.

     "LC Disbursement" means a payment made by an Issuing Bank pursuant to a
Letter of Credit issued by such Issuing Bank.

     "LC Exposure" means, at any time, (i) with respect to all of the Banks, the
sum, without duplication, of (a) the aggregate undrawn amount of all outstanding
Letters of Credit at such time plus (b) the aggregate amount of all LC
Disbursements that have not yet been reimbursed by or on behalf of the Borrower
at such time and (ii) with respect to each Bank, its Lender Percentage of the
amount determined under clause (i).

     "Lender" means a Bank, an Issuing Bank or the Swingline Bank.

     "Lender Percentage" means, with respect to any Bank at any time, a
percentage equal to a fraction, the numerator of which is such Bank's
Commitment, and the denominator of which is the aggregate Commitments of all
Banks.

     "Letter of Credit" means any letter of credit (and any successive renewals
thereof) issued pursuant to this Agreement and any Existing Letters of Credit.

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



                                       10
<PAGE>

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

     "Loan Documents" means the Agreement and the documentation in respect of
each Letter of Credit, and "Loan Document" means any one of them.

     "Managing Agents" means Bank of Tokyo-Mitsubishi Trust Company, ING Capital
LLC, UBS AG, Stamford Branch and Wachovia Bank, National Association, in their
capacity as Managing Agents hereunder, and their respective successors in such
capacity.

     "Margin Auction" means a solicitation of Money Market Quotes setting forth
Money Market Margins based on the Eurocurrency Rate pursuant to Section 2.3.

     "Material Debt" means Debt (other than the Obligations) of the Borrower
and/or one or more of its Domestic Subsidiaries, arising in one or more related
or unrelated transactions, in an aggregate principal amount exceeding
$75,000,000.

     "Material Plan" means at any time a Plan or Plans having aggregate Unfunded
Liabilities in excess of $75,000,000.

     "Maturity Date" means December 1, 2009, or, if such day is not a Business
Day, the next preceding Business Day.

     "Money Market Absolute Rate" has the meaning set forth in Section 2.3(d).

     "Money Market Absolute Rate Loan" means a Money Market Domestic Absolute
Rate Loan or a Money Market Alternate Currency Absolute Rate Loan.

     "Money Market Alternate Currency Absolute Rate Loan" has the meaning set
forth in Section 2.3(b).

     "Money Market Alternate Currency Loan" means a Money Market Alternate
Currency Absolute Rate Loan or a Money Market Alternate Currency Margin Auction
Loan.

     "Money Market Alternate Currency Margin Auction Loan" has the meaning set
forth in Section 2.3(b).

     "Money Market Domestic Absolute Rate Loan" has the meaning set forth in
Section 2.3(b).

     "Money Market Domestic Loan" means a Money Market Domestic Margin Auction
Loan or a Money Market Domestic Absolute Rate Loan.

     "Money Market Domestic Margin Auction Loan" has the meaning set forth in
Section 2.3(b).



                                       11
<PAGE>

     "Money Market Margin Auction Loan" means a Money Market Domestic Margin
Auction Loan or a Money Market Alternate Currency Margin Auction Loan (including
such a loan bearing interest at the Base Rate pursuant to Section 8.1(a)).

     "Money Market Loan" means a Money Market Domestic Loan or a Money Market
Alternate Currency Loan.

     "Money Market Margin" has the meaning set forth in Section 2.3(d).

     "Money Market Quote" means an offer by a Bank to make a Money Market Loan
in accordance with Section 2.3.

     "Moody's" means Moody's Investors Service, Inc., or any successor thereto.

     "mortgage" has the meaning set forth in Section 5.6.

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

     "Non-Excluded Taxes" means all Taxes, other than Excluded Taxes, that are
imposed on the Administrative Agent or any Lender on or with respect to any
payment made by the Borrower under the Loan Documents.

     "Notice of Borrowing" means a Notice of Committed Borrowing (as defined in
Section 2.2), Notice of Money Market Borrowing (as defined in Section 2.3(f)),
or a Notice of Swingline Borrowing (as defined in Section 2.17(b)).

     "Obligations" means the obligations of the Borrower hereunder, including in
respect of the principal of and interest on the Loans, in respect of the Letters
of Credit, and in respect of the fees and other amounts owing hereunder.

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

     "Participant" has the meaning set forth in Section 9.6(e).

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

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

     "Plan" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any



                                       12
<PAGE>

member of any ERISA Group for employees of any member of such ERISA Group or
(ii) has at any time within the preceding five years been maintained, or
contributed to, by any Person which was at such time a member of such ERISA
Group for employees of any Person which was at such time a member of such ERISA
Group.

     "Pounds Sterling" refers to the lawful currency of the United Kingdom.

     "Pricing Level I" will be applicable for so long as the Senior Unsecured
Debt Rating is A or higher by S&P or A2 or higher by Moody's.

     "Pricing Level II" will be applicable for so long as the Senior Unsecured
Debt Rating is A- by S&P or A3 by Moody's.

     "Pricing Level III" will be applicable for so long as the Senior Unsecured
Debt Rating is BBB+ by S&P or Baa1 by Moody's.

     "Pricing Level IV" will be applicable for so long as the Senior Unsecured
Debt Rating is BBB by S&P or Baa2 by Moody's.

     "Pricing Level V" will be applicable for so long as the Senior Unsecured
Debt Rating is BBB- by S&P and Baa3 by Moody's.

     "Pricing Level VI" will be applicable for so long as the Senior Unsecured
Debt Rating is BBB- by S&P or Baa3 by Moody's and Pricing Level V does not
apply.

     "Pricing Level VII" will be applicable for so long as the Senior Unsecured
Debt Rating is BB+ or lower by S&P or Ba1 or lower by Moody's.

     "Prime Rate" means the rate of interest publicly announced by the
Administrative Agent in New York City from time to time as its prime commercial
lending rate.

     "Principal Property" means any mill, converting plant, manufacturing plant,
manufacturing facility, including, in each case, the equipment therein, or
timberlands, located within the continental United States of America (other than
any of the foregoing acquired principally for the control or abatement of
atmospheric pollutants or contaminants or water, noise, odor or other pollution,
or any facility financed from the proceeds of pollution control or revenue
bonds), having a gross book value (without deductions of any applicable
depreciation reserves) on the date as of which the determination is being made
of more than two percent of Consolidated Net Tangible Assets, but shall not
include any minerals or mineral rights, or any timberlands designated by the
Board of Directors of the Borrower or of a Domestic Subsidiary thereof, as the
case may be, as being held primarily for development and/or sale.

     "Receivables Facility Attributed Indebtedness" means the amount of
obligations outstanding under a receivables purchase facility on any date of
determination that would be characterized as principal if such facility were
structured as a secured lending transaction rather than as a purchase.



                                       13
<PAGE>

     "Reference Banks" means The Bank of New York and JPMorgan Chase Bank,
National Association.

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

     "Required Banks" means at any time Banks having, more than 50% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, having an aggregate Credit Exposure of more than 50% of the
aggregate Credit Exposure of all Banks. For purposes of determining "Required
Banks" on any date of determination, Credit Exposure shall be calculated using
the Exchange Rates in effect on such date of determination or, in the event such
date of determination is not a Test Date, on the immediately preceding Test
Date.

     "Responsible Officer" means the chief executive officer, the chief
financial officer, the chief accounting officer, the treasurer or the general
counsel of the Borrower.

     "Revolving Credit Period" means the period from and including the Effective
Date to but excluding the Maturity Date.

     "S&P" means Standard & Poor's Rating Group, a division of the McGraw-Hill
Companies, or any successor thereto.

     "Senior Unsecured Debt Ratings" means the Borrower's senior unsecured
non-credit enhanced long-term debt ratings designated from time to time by S&P
and Moody's.

     "Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" of the Borrower as defined in Rule 1-02 of Regulation S-X under the
Securities Exchange Act of 1934.

     "Spread Loan" means a Committed Euro-Dollar Loan, a Committed Alternate
Currency Loan or a Money Market Margin Auction Loan.

     "Subsidiary" means a Corporation more than 50% of the Voting Stock of which
is owned or controlled, directly or indirectly, by the Borrower or by one or
more other Subsidiaries of the Borrower, or by the Borrower and one or more
other Subsidiaries of the Borrower.

     "Swingline Bank" means The Bank of New York in its capacity as lender of
Swingline Loans hereunder.

     "Swingline Commitment" means, with respect to the Swingline Bank, the
commitment of the Swingline Bank to make Swingline Loans hereunder. The amount
of the Swingline Bank's Swingline Commitment is $50,000,000.

     "Swingline Exposure" means, at any time, the aggregate outstanding
principal amount of all Swingline Loans at such time. The Swingline Exposure of
any Bank at any time shall be its Lender Percentage of the Swingline Exposure at
such time.

     "Swingline Loan" means a loan made pursuant to Section 2.17.

     "Syndication Agents" means JPMorgan Chase Bank, National Association and
Citibank, N.A. in their capacity as Syndication Agents hereunder, and their
successors in such capacity.



                                       14
<PAGE>

     "Tax" means any present or future income, stamp or other tax, levy, impost,
duty, charge, fee, deduction or withholding now or hereafter imposed, levied,
collected, withheld or assessed by any governmental authority.

     "Test Date" means the last Business Day of each calendar quarter.

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

     "Voting Stock" means stock of the class or classes having general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of a Corporation (irrespective of whether or not
at the time stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).

     Section 1.2 Accounting Terms and Determinations. Unless otherwise specified
herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required to
be delivered hereunder shall be prepared in accordance with generally accepted
accounting principles as in effect from time to time, applied on a basis
consistent (except for changes concurred in by the Borrower's independent public
accountants) with the most recent audited consolidated financial statements of
the Borrower and its Consolidated Subsidiaries delivered to the Banks.

     Section 1.3 Types of Borrowing. The term "Borrowing" denotes the
aggregation of Loans of one or more Banks to be made to the Borrower pursuant to
Article 2 on a single date and for a single Interest Period. Borrowings are
classified for purposes of this Agreement by reference to the pricing of Loans
comprising such Borrowing (e.g., a "Eurocurrency Borrowing" is a Borrowing
comprised of Eurocurrency Loans), by reference to the type of currency of the
Loans comprising such Borrowing (e.g., a "Domestic Borrowing" is a Borrowing
comprised of Committed Domestic Loans or Money Market Domestic Loans) or by
reference to the provisions of Article 2 under which participation therein is
determined (e.g., a "Committed Domestic Borrowing" is a Borrowing under Section
2.1 in Dollars in which all Banks participate in proportion to their
Commitments, while a "Money Market Borrowing" is a Borrowing under Section 2.3
in which the Bank participants are determined on the basis of their bids in
accordance therewith).

                                   ARTICLE 2
                                   THE CREDITS

     Section 2.1 Commitments. During the Revolving Credit Period each Bank
severally agrees, on the terms and conditions set forth in this Agreement, to
make loans in one or more Agreement Currencies to the Borrower pursuant to this
Section from time to time in amounts



                                       15
<PAGE>

such that the Committed Credit Exposure of such Bank shall not exceed the amount
of its Commitment. Each Borrowing under this Section shall be in an aggregate
principal amount of (a) $10,000,000 or any larger multiple of $1,000,000, or (a)
if such Borrowing is denominated in a currency other than Dollars, the Dollar
Equivalent amount of the amount determined under clause (a) (except that any
such Borrowing may be in the aggregate amount available in accordance with
Section 3.2(b)) and shall be made from the several Banks ratably in proportion
to their respective Commitments. Within the foregoing limits, the Borrower may
borrow under this Section, repay, or to the extent permitted by Section 2.11,
prepay Committed Loans and reborrow at any time during the Revolving Credit
Period under this Section.

     Section 2.2 Notice of Borrowing. The Borrower shall give the Administrative
Agent notice of a proposed Borrowing under Section 2.1 or Section 2.2 (a "Notice
of Committed Borrowing"), signed by a Responsible Officer, not later than 12:00
Noon (New York City time) (i) on the date of each proposed Committed Base Rate
Borrowing, (ii) on the third Business Day before each proposed Committed
Euro-Dollar Borrowing, and (iii) on the fourth Business Day before each
Committed Alternate Currency Borrowing, in each case specifying:

     (a) the currency for such Borrowing, which shall be either Dollars or an
Alternate Currency,

     (b) the date of such Borrowing, which shall be a Business Day,

     (c) the aggregate amount of such Borrowing,

     (d) whether the Loans comprising such Borrowing are to be Committed Base
Rate Loans, Committed Euro-Dollar Loans or Committed Alternate Currency Loans,
and

     (e) in the case of a Committed Euro-Dollar Borrowing or a Committed
Alternate Currency Borrowing, the duration of the Interest Period applicable
thereto, subject to the provisions of the definition of Interest Period.

     Section 2.3 Money Market Borrowings.

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

     (b) Money Market Quote Request. When the Borrower wishes to request offers
to make Money Market Loans under this Section, it shall transmit to the
Administrative Agent by telex or facsimile transmission a Money Market Quote
Request substantially in the form of Exhibit C hereto so as to be received no
later than 12:00 Noon (New York City time) on (x) the sixth Business Day prior
to the date of Borrowing proposed therein, in the case of any such Money Market
Loan in an Alternate Currency pursuant to a Margin Auction (each a "Money Market
Alternate Currency Margin Auction Loan") or pursuant to an Absolute Rate



                                       16
<PAGE>

Auction (each a "Money Market Alternate Currency Absolute Rate Loan"), (y) the
fifth Business Day prior to the date of Borrowing proposed therein, in the case
of any such Money Market Loan in Dollars pursuant to a Margin Auction (each a
"Money Market Domestic Margin Auction Loan"), or (z) the Business Day next
preceding the date of Borrowing proposed therein, in the case of any such Money
Market Loan in Dollars pursuant to an Absolute Rate Auction (each a "Money
Market Domestic Absolute Rate Loan") (or, in any case, such other time or date
as the Borrower and the Administrative Agent shall have mutually agreed and
shall have notified the Banks not later than the date of the Money Market Quote
Request for the first Margin Auction or Absolute Rate Auction for which such
change is to be effective) specifying:

          (i) the currency for such Borrowing, which shall be either Dollars or
     an Alternate Currency,

          (ii) the proposed date of Borrowing, which shall be a Business Day,

          (iii) the aggregate amount of such Borrowing, which shall be (1)
     $20,000,000 or a larger multiple of $5,000,000, or (2) if such Borrowing is
     denominated in a currency other than Dollars, the Dollar Equivalent amount
     of the amount determined under clause (1),

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

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

The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. The Borrower may not
request offers to make Money Market Loans for more than one currency in a single
Money Market Quote Request. No more than four Money Market Quote Requests shall
be given in any one calendar month.

     (c) Invitation for Money Market Quotes. Promptly upon receipt of a Money
Market Quote Request, the Administrative Agent shall send to the Banks by telex
or facsimile transmission an Invitation for Money Market Quotes substantially in
the form of Exhibit D hereto, which shall constitute an invitation by the
Borrower to each Bank to submit Money Market Quotes offering to make the Money
Market Loans to which such Money Market Quote Request relates in accordance with
this Section.

     (d) Submission and Contents of Money Market Quotes. (i) Each Bank may
submit a Money Market Quote containing an offer or offers to make Money Market
Loans in response to any Invitation for Money Market Quotes. Each Money Market
Quote must comply with the requirements of this subsection (d) and must be
submitted to the Administrative Agent by telex or facsimile transmission at its
offices specified in or pursuant to Section 9.1 not later than (x) 2:00 P.M.
(New York City time) on the fifth Business Day prior to the proposed date of
Borrowing, in the case of any Money Market Alternate Currency Borrowing, (y)
2:00 P.M. (New York City time) on the fourth Business Day prior to the proposed
date of Borrowing, in the case of any Money Market Domestic Margin Auction
Borrowing, or (z) 9:15 A.M. (New York City



                                       17
<PAGE>

time) on the proposed date of Borrowing, in the case of any Money Market
Domestic Absolute Rate Borrowing (or, in either case, such other time or date as
the Borrower and the Administrative Agent shall have mutually agreed and shall
have notified the Banks not later than the date of the Money Market Quote
Request for the first Margin Auction or Absolute Rate Auction for which such
change is to be effective); provided that Money Market Quotes submitted by the
Administrative Agent (or any affiliate of the Administrative Agent) in the
capacity of a Bank may be submitted, and may only be submitted, if the
Administrative Agent or such affiliate notifies the Borrower of the terms of the
offer or offers contained therein not later than (x) 1:00 P.M. (New York City
time) on the fifth Business Day prior to the proposed date of Borrowing, in the
case of any Money Market Alternate Currency Borrowing, (y) 1:00 P.M. (New York
City time) on the fourth Business Day prior to the proposed date of Borrowing,
in the case of any Money Market Domestic Margin Auction Borrowing, or (z) 9:00
A.M. (New York City time) on the proposed date of Borrowing in the case of any
Money Market Domestic Absolute Rate Borrowing. Subject to Articles 3 and 6, any
Money Market Quote so made shall be irrevocable except with the written consent
of the Administrative Agent given on the instructions of the Borrower.

          (i) (ii) Each Money Market Quote shall be in substantially the form of
     Exhibit E hereto, may set forth up to five separate offers by the quoting
     Bank with respect to each Interest Period specified in the related
     Invitation for Money Market Quotes, and shall in any case specify:

               (A) the proposed date of Borrowing,

               (B) the principal amount of the Money Market Loan for which each
          such offer is being made, which principal amount (w) may be greater
          than or less than the Commitment of the quoting Bank, (x) must be (1)
          $5,000,000 or a larger multiple of $1,000,000, or (2) if such Money
          Market Loan is denominated in a currency other than Dollars, the
          Dollar Equivalent amount of the amounts determined under clause (1),
          (y) may not exceed the principal amount of Money Market Loans for
          which offers were requested and (z) may be subject to an aggregate
          limitation as to the principal amount of Money Market Loans for which
          offers being made by such quoting Bank may be accepted,

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

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

               (E) the identity of the quoting Bank.



                                       18
<PAGE>

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

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

               (B) contains qualifying, conditional or similar language;

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

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

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

     (g) Acceptance and Notice by Borrower(h) . Not later than 10:00 A.M. (New
York City time) on (x) the fourth Business Day prior to the proposed date of
Borrowing, in the case of a Money Market Alternate Currency Borrowing, (y) the
third Business Day prior to the proposed date of Borrowing, in the case of a
Money Market Domestic Margin Auction Borrowing, or (z) the proposed date of
Borrowing, in the case of a Money Market Domestic Absolute Rate Borrowing (or,
in any case, such other time or date as the Borrower and the Administrative
Agent shall have mutually agreed and shall have notified the Banks not later
than the date of the Money Market Quote Request for the first Margin Auction or
Absolute Rate Auction for which such change is to be effective), the Borrower
shall notify the Administrative Agent of its acceptance or non acceptance of the
offers so notified to it pursuant to subsection (e). In the case of acceptance,
such notice (a "Notice of Money Market Borrowing") shall specify the aggregate
principal amount (in the applicable currency) of offers for each Interest Period
that are accepted. The Borrower may accept any Money Market Quote in whole or in
part; provided that:

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

          (ii) the principal amount of each Money Market Borrowing must be (1)
     $20,000,000 or a larger multiple of $5,000,000, or (2) if such Money Market
     Loan is



                                       19
<PAGE>

     denominated in a currency other than Dollars, the Dollar Equivalent amount
     of the amounts determined under clause (1),

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

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

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

     Section 2.4 Notice to Banks; Funding of Loans.

     (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall
promptly notify each Bank of the contents thereof and of such Bank's share (if
any) of such Borrowing and such Notice of Borrowing shall not thereafter be
revocable by the Borrower.

     (b) Not later than (x) 2:00 p.m. (New York City time) on the date of each
Domestic Borrowing, or (y) 11:00 a.m. (London time) on the date of each
Alternate Currency Borrowing, each Bank participating therein shall (except as
provided in subsection (c) of this Section) make available its share of such
Borrowing to the Administrative Agent (i) in the case of each Domestic
Borrowing, at such location in New York City as shall have been specified from
time to time by the Administrative Agent (the "Domestic Funding Office"), or
(ii) in the case of each Alternate Currency Borrowing, at such location in
London as shall have been specified from time to time by the Administrative
Agent (the "Alternate Currency Funding Office), in each case in funds
immediately available at such location. Unless the Administrative Agent
determines that any applicable condition specified in Article 3 has not been
satisfied, the Administrative Agent will make the funds so received from the
Banks available to the Borrower at the Administrative Agent's aforesaid
location. Notwithstanding anything to the contrary herein contained, any Bank
may cause its Alternate Currency Loans to be made by any branch affiliate or
international banking facility of such Bank, provided, that such Bank shall
remain responsible for all of its obligations hereunder and no additional taxes,
costs or other burdens shall be imposed upon the Borrower or the Administrative
Agent as a result thereof.

     (c) If any Bank makes a new Loan in a particular currency on a day on which
the Borrower is to repay all or any part of an outstanding Loan from such Bank
in the same currency, such Bank shall apply the proceeds of its new Loan to make
such repayment and only an amount equal to the difference (if any) between the
amount



                                       20
<PAGE>

being borrowed and the amount being repaid shall be made available by such Bank
to the Administrative Agent as provided in subsection (b), or remitted by the
Borrower to the Administrative Agent as provided in Section 2.12, as the case
may be.

     (d) Unless the Administrative Agent shall have received notice from a Bank
prior to the date of any Borrowing that such Bank will not make available to the
Administrative Agent such Bank's share of such Borrowing, the Administrative
Agent may assume that such Bank has made such share available to the
Administrative Agent on the date of such Borrowing in accordance with
subsections (b) and (c) of this Section 2.4 and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have so made
such share available to the Administrative Agent, such Bank and the Borrower
severally agree to repay to the Administrative Agent forthwith on demand such
corresponding amount (in the applicable currency) together with interest (in the
applicable currency) thereon, for each day from the date such amount is made
available to the Borrower until the date such amount is repaid to the
Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal
to (x) in the case of Domestic Borrowings, the higher of the Federal Funds
Effective Rate and the interest rate applicable thereto pursuant to Section 2.7,
or (y) in the case of Alternate Currency Borrowings the interest rate applicable
thereto pursuant to Section 2.7, and (ii) in the case of such Bank (x) in the
case of Domestic Borrowings, the Federal Funds Rate, or (y) in the case of
Alternate Currency Borrowings, the interest rate applicable thereto pursuant to
Section 2.7. If such Bank shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Bank's Loan
included in such Borrowing for purposes of this Agreement. The provisions of
this Section 2.4(d) shall not relieve any Bank of responsibility for its
obligations under this Agreement or any default in the performance thereof.

     Section 2.5 Evidence of Debt.

     (a) Each Bank shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to the
appropriate lending office of such Bank resulting from each Loan made by such
lending office of such Bank from time to time, including the amounts of
principal and interest payable and paid to such lending office of such Bank from
time to time under this Agreement.

     (b) The Administrative Agent shall maintain the Register pursuant to
subsection 9.6(c), and a subaccount for each Bank, in which Register and
subaccounts (taken together) shall be recorded (i) the amount of each Loan made
hereunder, the type of each Loan made and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Bank hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder from the
Borrower and each Bank's share thereof.

     (c) The entries made in the Register and accounts maintained pursuant to
paragraphs (a) and (b) of this subsection 2.5 shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Bank or the Administrative Agent to maintain such account, such
Register or such subaccount, as applicable, or any error therein,



                                       21
<PAGE>

shall not in any manner affect the obligation of the Borrower to repay (with
applicable interest) the Loans made to the Borrower by such Bank in accordance
with the terms of this Agreement.

     Section 2.6 Maturity of Loans. Each Loan shall mature, and the principal
amount thereof shall be due and payable, on the last day of the Interest Period
applicable to thereto.

     Section 2.7 Interest Rates. (a) Committed Base Rate Loans. Each Committed
Base Rate Loan shall bear interest on the outstanding principal amount thereof,
for each day from the date such Loan is made until it becomes due, at a rate per
annum equal to the Base Rate for such day. Such interest shall be payable for
each Interest Period on the last day thereof.

     (a) (b) Committed Eurocurrency Loans. Subject to Section 8.1(a), each
Eurocurrency Loan made pursuant to Section 2.1 shall bear interest on the
outstanding, principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Applicable Percentage plus
the applicable Eurocurrency Rate. Such interest shall be payable for each
Interest Period on the last day thereof and, if such Interest Period is longer
than three months, at intervals of three months after the first day thereof.

     (c) Money Market Loans. Subject to Section 8.1(a), each Money Market Margin
Auction Loan shall bear interest on the outstanding principal amount thereof,
for the Interest Period applicable thereto, at a rate per annum equal to the sum
of the Eurocurrency Rate for such Interest Period (determined in accordance with
Section 2.7(b) as if the related Money Market Margin Auction Borrowing were a
Committed Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted
by the Bank making such Loan in accordance with Section 2.3). Each Money Market
Absolute Rate Loan shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum equal
to the Money Market Absolute Rate quoted by the Bank making such Loan in
accordance with Section 2.3. All such interest shall be payable for each
Interest Period on the last day thereof and, if such Interest Period is longer
than three months, at intervals of three months after the first day thereof.

     (d) Swingline Loans. Each Swingline Loan shall bear interest on the
outstanding principal amount thereof, for each day from the date such Swingline
Loan is made until it becomes due, at a rate per annum equal to the sum of the
Applicable Percentage plus the Federal Funds Rate. Such interest shall be
payable for each Interest Period on the last day thereof. Any overdue principal
of or interest on a Swingline Loan shall bear interest, payable on demand, for
each day until paid at a rate per annum equal to the sum of 1% plus the rate
otherwise applicable to Swingline Loans for such day thereof.

     (e) Overdue Amounts.

          (i) Base Rate. Any overdue principal of or interest on any Committed
     Base Rate Loan, and any overdue payments in respect of fees payable
     hereunder, shall bear interest, payable on demand, for each day until paid
     at a rate per annum equal to the sum of 1% plus the rate otherwise
     applicable to Committed Base Rate Loans for such day.



                                       22
<PAGE>

          (ii) Swingline. Any overdue principal of or interest on a Swingline
     Loan shall bear interest, payable on demand, for each day until paid at a
     rate per annum equal to the sum of 1% plus the rate otherwise applicable to
     Swingline Loans for such day.

          (iii) Money Market Domestic. Any overdue principal of or interest on
     any Money Market Domestic Loan shall bear interest, payable on demand, for
     each day until paid at a rate per annum equal to the sum of 1% plus the
     Base Rate for such day.

          (iv) Eurocurrency. Any overdue principal of or interest on any
     Eurocurrency Loan shall bear interest, payable on demand, for each day from
     and including the date payment thereof was due to but excluding the date of
     actual payment, at a rate per annum equal to the sum of 1% plus the
     Applicable Percentage plus the quotient obtained (rounded upward, if
     necessary, to the next higher 1/100 of 1%) by dividing (x) the average
     (rounded upward, if necessary, to the next higher 1/16 of 1%) of the
     respective rates per annum at which one day (or, if such amount due remains
     unpaid for more than three Business Days, then for such other period of
     time not longer than six months as the Administrative Agent may select)
     deposits in the currency in which such Eurocurrency Loan is denominated in
     an amount approximately equal to such overdue payment due to each of the
     Reference Banks are offered to such Reference Bank in the London interbank
     market for the applicable period determined as provided above by (y) 1.00
     minus the Eurocurrency Reserve Requirements (or, if the circumstances
     described in clause (a) or (b) of Section 8.1 shall exist, at a rate per
     annum equal to the sum of 1% plus the rate applicable to Committed Base
     Rate Loans for such day).

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

     (g) Reference Banks. Each Reference Bank agrees to use its best efforts to
furnish quotations to the Administrative Agent as contemplated by this Section.
If any Reference Bank does not furnish a timely quotation, the Administrative
Agent shall determine the relevant interest rate on the basis of the quotation
or quotations furnished by the remaining Reference Bank or Banks or, if none of
such quotations is available on a timely basis, the provisions of Section 8.1
shall apply. If any Reference Bank shall for any reason no longer have a
Commitment or any Loans, such Reference Bank shall thereupon cease to be a
Reference Bank, and if, as a result, there shall only be one Reference Bank
remaining, the Administrative Agent (after consultation with the Banks and with
the consent of the Borrower (which consent shall not be unreasonably withheld))
shall, by notice to the Borrower and the Banks, designate another Bank as a
Reference Bank so that there shall at all times be at least two Reference Banks.

     Section 2.8 Fees.

     (a) Facility Fee. The Borrower shall pay to the Administrative Agent for
the account of the Banks ratably a facility fee at a rate per annum equal to the
Applicable



                                       23
<PAGE>

Percentage. Such facility fee shall accrue (i) from and including the Effective
Date to but excluding the Maturity Date, on the daily average aggregate amount
of the Commitments (whether used or unused) and (ii) from and including the
Maturity Date to but excluding the date that there shall no longer be any Credit
Exposure, on the daily average aggregate Credit Exposure of all Banks.

     (b) Utilization Fee. The Borrower shall pay to the Administrative Agent for
the account of the Banks ratably in accordance with their Commitments a
utilization fee, for each day that the aggregate Credit Exposure of all Banks
exceeds 50.0% of the aggregate Commitments, at a rate per annum equal to 0.125%
of the aggregate Credit Exposure of all Banks. For purposes of determining the
utilization fee on any date of determination, Credit Exposure shall be
calculated using, with respect to each Alternate Currency Loan, the relevant
Exchange Rate in effect on the date on which the interest rate for such
Alternate Currency Loan was determined pursuant to the provisions of this
Agreement.

     (c) LC Fees. The Borrower agrees to pay (i) to the Administrative Agent for
the account of each Bank a participation fee with respect to its participations
in Letters of Credit, which shall accrue at a rate per annum equal to the
Applicable Percentage on the average daily amount of such Bank's LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the
later of the date on which such Bank's Commitment terminates and the date on
which such Bank ceases to have any LC Exposure and (ii) to each Issuing Bank for
its own account (1) a fronting fee, which shall accrue at the rate or rates per
annum separately agreed upon between the Borrower and such Issuing Bank on the
average daily aggregate undrawn amount of such Issuing Bank's Letters of Credit
(excluding any portion thereof attributable to unreimbursed LC Disbursements in
respect thereof) during the period from and including the Effective Date to but
excluding the later of the date of termination of the Commitments and the date
on which there ceases to be any LC Exposure, and (2) such Issuing Bank's
standard fees with respect to the issuance, amendment, renewal or extension of
any Letter of Credit issued by it or processing of drawings thereunder.

     (d) Payments. Accrued fees under this Section (other than fees payable
under Section 2.8(c)(ii)(2)), shall be payable quarterly on each March 31, June
30, September 30 and December 31 of each year, commencing on the first such date
to occur after the date hereof and upon each reduction of the Commitments;
provided that all such fees shall be payable on the date on which the
Commitments terminate and any such fees accruing after the date on which the
Commitments terminate shall be payable on demand. Any fees payable Section
2.8(c)(ii)(2) shall be payable within ten days after demand.

     Section 2.9 Optional Termination, Reduction or Increase of Commitments. (a)
During the Revolving Credit Period, the Borrower may, upon at least three
Business Days' notice to the Administrative Agent, (i) terminate the Commitments
at any time, if there is no Credit Exposure at such time or (ii) ratably reduce
from time to time by an aggregate amount of $5,000,000 or in an integral
multiple of $1,000,000 in excess thereof, the aggregate amount of the
Commitments in excess of the aggregate Credit Exposure.



                                       24
<PAGE>

     (a) (b) The Borrower may at any time and from time to time on or prior to
the Business Day immediately preceding the Maturity Date, at its sole cost and
expense, request any one or more of the Banks that is reasonably satisfactory to
the Swingline Bank and each Issuing Bank to increase its Commitment (the
decision to increase the Commitment of a Bank to be within the sole and absolute
discretion of such Bank), or any Person (other than a Bank) that is reasonably
satisfactory to the Administrative Agent, the Swingline Bank and each Issuing
Bank to provide a new Commitment, by submitting to the Administrative Agent a
Commitment Increase Supplement duly executed by the Borrower and each such Bank
or other Person, as the case may be. If such Commitment Increase Supplement is
in the specified form, the Administrative Agent shall execute such Commitment
Increase Supplement and deliver a copy thereof to the Borrower and each such
Bank or other Person, as the case may be. Upon execution and delivery of such
Commitment Increase Supplement by the Administrative Agent, (i) in the case of
each such Bank, such Bank's Commitment shall be increased to the amount set
forth in such Commitment Increase Supplement, (ii) in the case of each such
other Person, such other Person shall become a party hereto and shall for all
purposes of the Loan Documents be deemed a "Bank" having a Commitment as set
forth in such Commitment Increase Supplement, and (iii) in each case, the
Commitment of such Bank or such other Person, as the case may be, shall be as
set forth in the applicable Commitment Increase Supplement; provided, however,
that:

          (A) each such increase shall be in an aggregate amount not less than
     $50,000,000 or an integral multiple of $5,000,000 in excess thereof,

          (B) immediately after giving effect to each such increase, the
     aggregate amount of all Commitments shall not exceed $1,500,000,000;

          (C) if Loans would be outstanding immediately after giving effect to
     each such increase, then simultaneously with such increase (1) each such
     Bank, each such other Person and each other Bank having a Commitment (upon
     appropriate notice thereof) shall be deemed to have entered into a master
     assignment and acceptance agreement, in form and substance substantially
     similar to Exhibit A, pursuant to which each such other Bank shall have
     assigned to each such Bank and each such other Person a portion of its
     Committed Loans, LC Exposure and Swingline Exposure necessary to reflect
     proportionately the Commitments as adjusted in accordance with this
     subsection (b), and (2) in connection with such assignment, each such Bank
     and each such other Person shall pay to the Administrative Agent, for the
     account of the other Banks, such amount as shall be necessary to
     appropriately reflect the assignment to it of Committed Loans, LC Exposure
     and Swingline Exposure and in connection with such master assignment each
     such other Bank may treat the assignment of Committed Borrowings (other
     than Committed Base Rate Borrowings) as a prepayment for purposes of
     Section 2.13;

          (D) the Administrative Agent shall have received such certificates,
     legal opinions and other items as it shall reasonably request in connection
     with such increase; and



                                       25
<PAGE>

          (E) the Commitments may not be increased more than two times per year.

     Section 2.10 Mandatory Termination of Commitments; Effect of Termination or
Reduction. The Commitments shall terminate on the Maturity Date, and any Loans
and LC Disbursements then outstanding (together with accrued interest thereon)
shall be due and payable on such date. Each termination or reduction of the
Commitments (including pursuant to Section 2.9) in accordance with this
Agreement shall be permanent.

     Section 2.11 Optional and Mandatory Prepayments.

     (a) Optional Prepayments. The Borrower may, upon (i) the same Business
Day's notice to the Administrative Agent, prepay any Committed Base Rate
Borrowing or Swingline Loan (or any Money Market Borrowing bearing interest at
the Base Rate pursuant to Section 8.1(a)) or (ii) three Business Days' notice to
the Administrative Agent, prepay any Committed Euro-Dollar Loan or any Committed
Alternate Currency Borrowing, in whole at any time, or from time to time in part
in amounts aggregating $5,000,000 (or, if less, the aggregate amount of the
Borrowing then outstanding) or any larger multiple of $1,000,000 (or, such
Dollar Equivalent if such Borrowing is denominated in a currency other than
Dollars). Each such optional prepayment shall be applied to prepay ratably the
Loans of the several Banks included in such Borrowing.

     (b) Mandatory Prepayments. If, at any time during the Revolving Credit
Period, for any reason (i) the aggregate Credit Exposure of all Banks exceeds
the aggregate sum of the Commitments then in effect, the Borrower shall without
notice or demand immediately prepay the Loans and, to the extent necessary, make
a deposit in an account with the Administrative Agent pursuant to Section
2.16(i), in the aggregate amount necessary to eliminate such excess.
Notwithstanding anything to the contrary contained in this Section 2.11(b), such
mandatory prepayments or deposits that would otherwise be required pursuant to
this Section 2.11(b) solely as a result of fluctuations in Exchange Rates from
time to time shall only be required to be made (i) in the event that on any date
the aggregate Credit Exposure of all Banks exceeds 110% of the aggregate sum of
the Commitments then in effect, on such date, on the basis of the Exchange Rates
in effect on such date, or (ii) in the event that on any Test Date the aggregate
Credit Exposure of all Banks exceeds the aggregate sum of the Commitments then
in effect, on such Test Date, on the basis of the Exchange Rates in effect on
such Test Date.

     (c) Generally. Each prepayment whether optional or mandatory shall consist
of the principal amount to be prepaid together with accrued interest thereon to
the date of prepayment and in the case of a prepayment of a Fixed Rate
Borrowing, together with compensation therefor pursuant to Section 2.13. Upon
receipt of a notice of prepayment pursuant to this Section, the Administrative
Agent shall promptly notify each Bank of the contents thereof and of such Bank's
share (if any) of such prepayment and such notice shall not thereafter be
revocable by the Borrower.

     Section 2.12 General Provisions as to Payments. (a) The Borrower shall make
each payment of principal of, and interest on, the Loans and fees hereunder, and
(except to the extent otherwise provided in Section 2.16) LC Disbursements,
without set-off, counterclaim or other



                                       26
<PAGE>

deduction, (a) with respect to each such payment in Dollars, not later than
12:00 Noon (New York City time) on the date when due, in funds immediately
available in New York City, to the Administrative Agent at the Domestic Funding
Office, and (b) with respect to each such payment in an Alternate Currency, not
later than 11:00 A.M. (London time) on the date when due, in funds immediately
available in London, to the Administrative Agent at the Alternate Currency
Funding Office. Except as otherwise provided in Section 8.5, the Administrative
Agent will promptly distribute (i) to each Bank its ratable share of each such
payment received by the Administrative Agent for the account of the Banks, (ii)
to each Issuing Bank each payment received by the Administrative Agent for the
account of such Issuing Bank and (iii) to the Swingline Bank each payment
received by the Administrative Agent for the account of the Swingline Bank.
Whenever any payment hereunder (other than payments in respect of any Committed
Euro-Dollar Loan, any Committed Alternate Currency Loan, or any Money Market
Margin Auction Loan) shall be due on a day which is not a Business Day, the date
for payment thereof shall be extended to the next succeeding Business Day.
Whenever any payments in respect of any Committed Euro-Dollar Loan, any
Committed Alternate Currency Loan, or any Money Market Margin Auction Loan shall
be due on a day which is not a Business Day, the date for payment thereof shall
be extended to the next succeeding Business Day unless such Business Day falls
in another calendar month, in which case the date for payment thereof shall be
the next preceding Business Day. If the date for any payment of principal is
extended by operation of law or otherwise, interest thereon shall be payable for
such extended time. Each payment of the principal of, or interest on, a Loan or
an LC Disbursement shall be payable in the Agreement Currency in which such Loan
or LC Disbursement is denominated, and all such payments of fees pursuant to
Section 2.8 shall be payable in Dollars.

     (a) (b) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Lenders hereunder
that the Borrower will not make such payment in full, the Administrative Agent
may assume that the Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance upon such
assumption, cause to be distributed to each Lender on such due date an amount
equal to the amount then due such Lender. If and to the extent that the Borrower
shall not have so made such payment, each Lender shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Lender
together with interest thereon, for each day from the date such amount is
distributed to such Lender until the date such Lender repays such amount to the
Administrative Agent, at the Federal Funds Rate.

     Section 2.13 Funding Losses. If the Borrower makes any payment of principal
with respect to any Fixed Rate Loan (pursuant to Article 6 or 8 or otherwise) on
any day other than the last day of the Interest Period applicable thereto, or
the last day of an applicable period fixed pursuant to Section 2.7(e), or if the
Borrower fails to borrow any Fixed Rate Loans after notice has been given to any
Bank in accordance with Section 2.4(a), or if the Borrower fails to repay any
Loan (other than a Committed Base Rate Loan) on the due date therefor in
accordance with Section 2.11(a), the Borrower shall reimburse each Bank within
15 days after demand for any resulting loss or expense incurred by it (or by an
existing or prospective Participant in the related Loan), including (without
limitation) any loss incurred in obtaining, liquidating or employing deposits
from third parties, but excluding loss of margin for the period after any such
payment or failure to borrow, provided that such Bank shall have delivered to
the Borrower a certificate as to



                                       27
<PAGE>

the amount of such loss or expense, setting forth in reasonable detail the
calculation thereof, which certificate shall be conclusive if prepared in good
faith and on a reasonable basis.

     Section 2.14 Computation of Interest and Fees. (a) Interest on Committed
Base Rate Loans and LC Disbursements shall be computed on the basis of a 365 or
366 day year for the actual number of days elapsed. Interest on all Loans other
than Committed Base Rate Loans shall be computed on the basis of a 360 day year
for the actual number of days elapsed.

     (a) (b) All fees shall be computed on the basis of a year of 360 days and
paid for the actual number of days elapsed (including the first day but
excluding the last day).

     Section 2.15 Special Mandatory Prepayment/Commitment Termination. If either
of the events described in Sections 2.15(a) and 2.15(b) below (each a "Change in
Control") occur, at any time during the 45 day period following the Event Date,
Required Banks may determine to require a special mandatory prepayment of all
Loans outstanding hereunder and terminate the Commitments of all of the Banks
following 180 days notice to the Borrower. If the Required Banks shall make such
a determination, on the 180th day following notice to the Borrower of such
determination, all Obligations shall be immediately due and payable and the
Commitments of all Banks hereunder shall terminate. Promptly after a Responsible
Officer obtains knowledge of a Change of Control, the Borrower shall deliver to
the Administrative Agent and each Bank written notice thereof, provided that
with respect to a Change of Control referred to in Section 2.15(b), the
knowledge of each Responsible Officer shall be limited to information pursuant
to formal written notices delivered to the Borrower of which such Responsible
Officer is aware and information in public securities law filings. The events
which may permit such special mandatory prepayment and Commitment termination
are:

     (a) During any period of three consecutive years individuals who at the
beginning of such period constituted the board of directors of the Borrower,
together with any directors whose election or nomination for election by the
Borrower's stockholders was approved by a vote of at least majority of the
directors then still in office who were directors at the beginning of the
period, cease for any reason to constitute a majority of the board of directors
of the Borrower.

     (b) Any person or group of persons (within the meaning of Section 13 and 14
of the Exchange Act) shall have acquired beneficial ownership (within the
meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission
under the Exchange Act) of Voting Securities of the Borrower representing in
excess of 35% of the votes entitled to vote for the election of directors of the
Borrower.

     For purposes of this Section 2.15:

     "Voting Securities" means all capital stock of the Borrower which is
ordinarily entitled to vote for the election of directors.

     "Event Date" means the date on which the Borrower notifies the Banks, in
writing, that an event described in Section 2.15(a) or 2.15(b) above has
occurred.



                                       28
<PAGE>

     Section 2.16 Letters of Credit.

     (a) General. Subject to the terms and conditions set forth herein, the
Borrower may request the issuance of Letters of Credit denominated in Dollars
for its own account, in a form acceptable to the Administrative Agent and an
Issuing Bank selected by the Borrower, at any time and from time to time during
the period from the Effective Date to the fifteenth Business Day immediately
preceding the last day of the Revolving Credit Period. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, such Issuing
Bank relating to any Letter of Credit issued by such Issuing Bank, the terms and
conditions of this Agreement shall control.

     (b) Notice of Issuance; Amendment; Renewal; Extension; Certain Conditions.
To request the issuance of a Letter of Credit by an Issuing Bank (or the
amendment, renewal or extension of an outstanding Letter of Credit of an Issuing
Bank), the Borrower shall hand deliver or transmit by facsimile (or transmit by
electronic communication, if arrangements for doing so have been approved by
such Issuing Bank) to such Issuing Bank and the Administrative Agent (not later
than three Business Days before the requested date of issuance, amendment,
renewal or extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall be
a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by such Issuing Bank, the Borrower also shall submit a
letter of credit application on such Issuing Bank's standard form in connection
with any request for a Letter of Credit. Subject to the terms and conditions
hereof, a Letter of Credit shall be issued, amended, renewed or extended only if
(and, upon issuance, amendment, renewal or extension of each Letter of Credit,
the Borrower shall be deemed to represent and warrant that), after giving effect
to such issuance, amendment, renewal or extension, (i) the LC Exposure shall not
exceed $200,000,000, (ii) the aggregate Credit Exposure of all Banks shall not
exceed the total Commitments and (iii) the Issuing Bank LC Exposure of such
Issuing Bank shall not exceed the LC Commitment of such Issuing Bank. In
addition to the requirements set forth in this Section 2.16(b), an Issuing Bank
shall be prohibited from issuing Letters of Credit hereunder upon the occurrence
and during the continuance of a Default (provided that such Issuing Bank shall
have received notice of such Default from the Administrative Agent, the Borrower
or any Bank and provided further that such notice shall be received at least 24
hours prior to the date on which any Letter of Credit is to be issued). The
Administrative Agent will, upon request of any Issuing Bank, confirm the total
amount of LC Exposure and the aggregate Credit Exposure (in accordance with the
defined term "Dollar Equivalent") of all Banks.

     (c) Expiration Date. Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) the date that is one year after the date
of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is ten Business Days prior to the Maturity Date, provided that any Letter
of Credit may provide for the renewal thereof for additional one year periods
(which shall in no event extend beyond the date that is ten Business Days prior
to the Maturity Date).



                                       29
<PAGE>

     (d) Participations. By the issuance of a Letter of Credit (or an amendment
to a Letter of Credit increasing the amount thereof) and without any further
action on the part of any Lender, each Issuing Bank issuing such Letter of
Credit hereby grants to each Bank, and each such Bank hereby acquires from such
Issuing Bank, a participation in such Letter of Credit equal to such Bank's
Lender Percentage of the aggregate amount available to be drawn under such
Letter of Credit. In consideration and in furtherance of the foregoing, each
such Bank hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for the account of such Issuing Bank, such Bank's Lender
Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed
by the Borrower on the date due as provided in paragraph (e) of this Section, or
of any reimbursement payment required to be refunded to the Borrower for any
reason. Each Bank acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

     (e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in
respect of a Letter of Credit issued thereby, then such Issuing Bank shall
notify the Administrative Agent of such LC Disbursement. Upon such notification,
the Administrative Agent shall either (i) notify the Borrower to reimburse such
Issuing Bank therefor, in which case the Borrower shall reimburse such LC
Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement and any accrued interest thereon not later than 1:00 p.m., New York
City time, on (A) the Business Day that the Borrower receives such notice, if
such notice is received prior to 12:00 Noon, New York City time, or (B) the
Business Day immediately following the day that the Borrower receives such
notice, if such notice is not received prior to such time, provided that the
Borrower may, subject to the conditions of borrowing set forth herein, (1) if
the LC Disbursement is equal to or greater than $1,000,000, request in
accordance with this Section 2.16 and Section 2.17 that such payment be financed
with a Swingline Loan, or (2) if the LC Disbursement is equal to or greater than
$10,000,000, request in accordance with this Section 2.16 and Section 2.2 that
such payment be financed with a Committed Domestic Borrowing, in either case in
an equivalent amount and, to the extent so financed, the Borrower's obligation
to make such payment shall be discharged and replaced by the resulting Committed
Domestic Borrowing or Swingline Loan, as the case may be, or (ii) require that
the Banks make a loan in an amount equal to such LC Disbursement and any accrued
interest thereon, in which case (A) the Administrative Agent shall notify each
Bank of the details thereof and of the amount of such Bank's loan, and (B) each
Bank shall, whether or not any Default shall have occurred and be continuing,
any representation or warranty shall be accurate, any condition to the making of
any Loan hereunder shall have been fulfilled, or any other matter whatsoever,
make the loan to be made by it under this paragraph by wire transfer of
immediately available funds to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Banks on (1) the
Business Day that such Bank receives such notice, if such notice is received
prior to 12:00 Noon, New York City time, on the day of receipt or (2) the
Business Day immediately following the day that such Bank receives such notice,
if such notice is not received prior to such time on the day of receipt. Each
such loan shall, for all purposes hereof, be deemed to be a Committed Base Rate
Loan made pursuant to Section 2.2, and the Banks obligations to make such loans
shall be absolute and unconditional. The



                                       30
<PAGE>

Administrative Agent will make such Committed Base Rate Loans available to such
Issuing Bank by promptly crediting or otherwise transferring the amounts so
received, in like funds, to such Issuing Bank for the purpose of repaying in
full such LC Disbursement and all accrued interest thereon.

     (f) Obligations Absolute. The Borrower's obligations to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein or herein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. No
Issuing Bank shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse any
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by such Issuing Bank's failure to exercise due care
when determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or willful misconduct on the part of an
Issuing Bank (as finally determined by a court of competent jurisdiction), such
Issuing Bank shall be deemed to have exercised due care in each such
determination. In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in substantial compliance with the terms of a
Letter of Credit, the Issuing Bank thereof may, in its sole discretion, either
accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or
refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit.

     (g) Disbursement Procedures. Each Issuing Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit issued thereby. Each Issuing Bank shall
promptly notify (which may include telephonic notice, promptly confirmed by
facsimile) the Administrative Agent and the Borrower of such demand for payment
and whether such Issuing Bank has made or will make an LC Disbursement
thereunder; provided that any failure to give or delay in giving such notice
shall not relieve the Borrower of its obligation to reimburse such Issuing Bank
and the Banks with respect to any such LC Disbursement.



                                       31
<PAGE>

     (h) Interim Interest. If an Issuing Bank shall make any LC Disbursement,
then, unless the Borrower shall reimburse such LC Disbursement, or convert such
LC Disbursement into a Borrowing in accordance with the terms hereof, in full on
the date such LC Disbursement is made, the unpaid amount thereof shall bear
interest, for each day from and including the date such LC Disbursement is made
to but excluding the date that the Borrower reimburses such LC Disbursement, at
the rate per annum equal to 1% plus the rate then applicable to Committed Base
Rate Loans. Interest accrued pursuant to this paragraph shall be for the account
of such Issuing Bank, except that interest accrued on and after the date of
payment by any Bank pursuant to paragraph (e) of this Section to reimburse such
Issuing Bank shall be for the account of such Bank to the extent of such
payment.

     (i) Cash Collateral. If a Cash Collateral Event shall have occurred, then
the Borrower shall immediately deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
Lenders, an amount in cash equal to 100% of the aggregate LC Exposure of all
Banks on the date of such Cash Collateral Event plus all accrued and unpaid
interest thereon. Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrower
under this Agreement. The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such account. Such
deposit shall not bear interest, nor shall the Administrative Agent be under any
obligation whatsoever to invest the same, provided that, at the request of the
Borrower, such deposit shall be invested by the Administrative Agent in direct
short term obligations of, or in other short term obligations which are
unconditionally guaranteed with respect to all principal thereof and interest
thereon by, the United States of America, in each case maturing no later than
the expiry date of the Letter of Credit giving rise to the relevant LC Exposure.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Administrative Agent to
reimburse each Issuing Bank, on a pro rata basis, for LC Disbursements for which
it has not been reimbursed and, to the extent not so applied, shall be held for
the satisfaction of the reimbursement obligations of the Borrower for the LC
Exposure at such time or, if the maturity of the Loans has been accelerated, be
applied to satisfy other obligations of the Borrower under this Agreement. "Cash
Collateral Event" means (a) the Commitments shall have terminated under Section
6.1 at any time that no Loan or LC Disbursement is outstanding, or (b) the
Obligations shall have become due and payable under Section 6.1.

     Section 2.17 Swingline.

     (a) Subject to the terms and conditions set forth herein, the Swingline
Bank agrees to make Swingline Loans to the Borrower in Dollars from time to time
on any Business Day during the period commencing at the beginning of the
Revolving Credit Period and ending on the tenth Business Day preceding the last
day of the Revolving Credit Period in an aggregate outstanding principal amount
at any time that will not result in the Swingline Exposure exceeding the
Swingline Commitment or the aggregate Credit Exposure exceeding the total
Commitments. Notwithstanding the foregoing, the Swingline Bank shall not be
required to make a Swingline Loan if (i) any Bank shall be in default of its
obligations under this Agreement or (ii) any Bank shall have notified the
Swingline Bank and the Borrower in writing at least one Business Day prior to
the date of Borrowing with respect to such Swingline Loan, that the conditions
set forth in Section 3.2 have not been satisfied and such conditions remain
unsatisfied



                                       32
<PAGE>

as of the requested time of the making of such Swingline Loan. Each Swingline
Loan shall be due and payable on the maturity thereof, provided that in no event
shall such maturity be later than the fifth Business Day preceding the Maturity
Date.

     (b) The Borrower shall give the Swingline Bank and the Administrative Agent
notice (a "Notice of Swingline Borrowing"), signed by a Responsible Officer, not
later than 3:00 P.M. (New York City time) on the date of each Swingline Loan,
specifying:

          (i) the date of such Swingline Loan, which shall be a Business Day,
     and

          (ii) the aggregate amount of such Swingline Loan.

     (c) The Swingline Bank will make the requested amount available promptly on
that same day, to the Administrative Agent (for the account of the Borrower as
set forth in Section 2.4(b)) who, thereupon, will promptly make such amount
available to the Borrower in like funds as provided therein. Each Swingline Loan
shall be in an aggregate amount that is an integral multiple of $1,000,000 and
not less than $1,000,000.

     (d) The Swingline Bank may by written notice given to the Administrative
Agent not later than 10:00 a.m. on any Business Day notify the Administrative
Agent that the Swingline Bank is requesting that each Bank, and/or the
Administrative Agent may (with the consent of Required Banks) or shall (at the
request of Required Banks) by written notice given to the Swingline Bank not
later than 10:00 a.m. on any Business Day require that each Bank, at the option
of the Swingline Bank or the Administrative Agent, as the case may be, (i) make
a loan in an amount equal to its Lender Percentage of the outstanding principal
balance of, and accrued and unpaid interest on, the Swingline Loans, or (ii)
purchase, unconditionally and irrevocably, without recourse or warranty, an
undivided participating interest in the outstanding principal balance of, and
accrued and unpaid interest on, the Swingline Loans in an amount equal to its
Lender Percentage thereof. In either such case (i) the Administrative Agent
shall notify each Bank of the details thereof and of the amount of such Bank's
loan or participation interest, as the case may be, and (ii) each Bank shall,
whether or not any Default shall have occurred and be continuing, any
representation or warranty shall be accurate, any condition to the making of any
loan hereunder shall have been fulfilled, or any other matter whatsoever, make
the loan required to be made by it, or purchase the participation required to be
purchased by it, under this paragraph by wire transfer of immediately available
funds to the account of the Administrative Agent most recently designated by it
for such purpose by notice to the Banks, (A) in the event that such Bank
receives such notice prior to 12:00 noon on any Business Day, by no later than
3:00 p.m. on such Business Day, or (B) in the event that such Bank receives such
notice at or after 12:00 noon on any Business Day, by no later than 1:00 p.m. on
the immediately succeeding Business Day. Each loan made pursuant to this
paragraph (d) shall, for all purposes hereof, be deemed to be a Committed Base
Rate Loan made pursuant to Section 2.2, and the Banks' obligations to make such
loans shall be absolute and unconditional. The Administrative Agent will make
such Committed Base Rate Loans, or the amount of such participations, as the
case may be, available to the Swingline Bank by promptly crediting or otherwise
transferring the amounts so received, in like funds, to the Swingline Bank. Each
Bank shall also be liable for an amount equal to the product of its Lender
Percentage and any amounts paid by the Borrower



                                       33
<PAGE>

pursuant to this Section 2.17 that are subsequently rescinded or avoided, or
must otherwise be restored or returned. Such liabilities shall be absolute and
unconditional and without regard to the occurrence of any Default or the
compliance by the Borrower with any of its obligations under the Loan Documents.

     (e) Each Bank shall indemnify and hold harmless the Administrative Agent
and the Swingline Bank from and against any and all losses, liabilities
(including liabilities for penalties), actions, suits, judgments, demands, costs
and expenses resulting from any failure on the part of such Bank to pay, or from
any delay in paying the Administrative Agent any amount such Bank is required to
pay in accordance with this Section 2.17 (except in respect of losses,
liabilities or other obligations suffered by the Administrative Agent or the
Swingline Bank, as the case may be, resulting from the gross negligence or
willful misconduct of the Administrative Agent or the Swingline Bank, as the
case may be), and such Bank shall be required to pay interest to the
Administrative Agent for the account of the Swingline Bank from the date such
amount was due until paid in full, on the unpaid portion thereof, at a rate of
interest per annum equal to (i) from the date such amount was due until the
third day therefrom, the Federal Funds Effective Rate, and (ii) thereafter, the
Federal Funds Effective Rate plus 2%, payable upon demand by the Swingline Bank.
The Administrative Agent shall distribute such interest payments to the
Swingline Bank upon receipt thereof in like funds as received.

     (f) Whenever the Administrative Agent is reimbursed by the Borrower, for
the account of the Swingline Bank, for any payment in connection with Swingline
Loans and such payment relates to an amount previously paid by a Bank pursuant
to this Section, the Administrative Agent will promptly pay over such payment to
such Bank.

                                    ARTICLE 3
                                   CONDITIONS

     Section 3.1 Effectiveness. This Agreement shall become effective on the
date that each of the following conditions shall have been satisfied (or waived
in accordance with Section 9.5 with the consent of the Borrower):

     (a) the Administrative Agent shall have received from each of the Borrower,
each Issuing Bank, the Swingline Bank and the Banks (x) a counterpart of this
Agreement signed on behalf of such Person or (y) written evidence satisfactory
to the Administrative Agent (which may include facsimile transmission of a
signed signature page of this Agreement) that such Person has signed a
counterpart of this Agreement;

     (b) receipt by the Administrative Agent of an opinion of the General
Counsel of the Borrower, in form and substance satisfactory to the
Administrative Agent and the Lenders covering such matters relating to the
Borrower, the Loan Documents and the transactions contemplated hereby as they
may require;

     (c) all Existing Bank Debt shall be paid in full, all Liens, if any,
securing the same and all commitments thereunder shall be terminated, and the
Administrative Agent shall have received satisfactory evidence of the foregoing;



                                       34
<PAGE>

     (d) all fees payable to the Lenders and the Agents on the Effective Date,
and the reasonable fees and expenses of counsel to the Administrative Agent
incurred in connection with the preparation, negotiation and closing of the Loan
Documents, shall have been paid; and

     (e) the Administrative Agent shall have received (i) a certificate of good
standing with respect to the Borrower from the Secretary of State of its state
of incorporation, and (ii) a certificate of the Secretary or an Assistant
Secretary of the Borrower, in form and substance reasonably satisfactory to the
Administrative Agent, attaching (A) organizational documents, (B) resolutions
authorizing the Loan Documents and the transactions contemplated thereby which
are in full force and effect, and (C) containing an incumbency certification
with respect to each officer thereof signing any Loan Document.

Notwithstanding anything to the contrary contained in this Section 3.1, this
Agreement shall not become effective or be binding on any party hereto unless
not later than December 31, 2004, all of the foregoing conditions are satisfied
(or waived in accordance with Section 9.5 with the consent of each Loan Party).
The Borrower and the Banks party to the Existing Agreements, to the extent that
the Banks constitute "Required Banks" thereunder, hereby agree that the
commitments to extend credit thereunder shall terminate automatically upon the
Effective Date. The Administrative Agent shall promptly notify the Borrower and
the Lenders of the Effective Date, and such notice shall be conclusive and
binding on all parties hereto.

     Section 3.2 Closing. In addition to the requirements set forth in Sections
3.1, the obligation of any Bank to make a Loan, and of any Issuing Bank to
issue, renew or extend a Letter of Credit, is subject to the satisfaction of the
following conditions:

     (a) in the case of a Borrowing, receipt by the Administrative Agent of an
applicable Notice of Borrowing or, in the case of a Letter of Credit, a notice
requesting the issuance of a Letter of Credit required by Section 2.16(b);

     (b) the fact that, immediately after such Borrowing or such issuance,
renewal or extension of a Letter of Credit, the aggregate Credit Exposure of all
Banks will not exceed the aggregate amount of the Commitments;

     (c) the fact that, immediately after such Borrowing or issuance, renewal or
extension of a Letter of Credit, no Default shall have occurred and be
continuing; and

     (d) the fact that the representations and warranties of the Borrower
contained in the Loan Documents (other than the representations and warranties
set forth in Sections 4.4(c) and 4.5) shall be true on and as of the date of
such Borrowing or issuance, renewal or extension of a Letter of Credit.

Each Borrowing and each issuance, renewal or extension of a Letter of Credit
hereunder shall be deemed to be a representation and warranty by the Borrower on
the date of such Borrowing as to the facts specified in clauses (b), (c) and (d)
of this Section.

                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES



                                       35
<PAGE>

     The Borrower represents and warrants that:

     Section 4.1 Corporate Existence and Power. The Borrower is a corporation
validly existing and in good standing under the laws of the state of its
formation, and has all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted.

     Section 4.2 Corporate and Governmental Authorization; No Contravention. The
execution, delivery and performance by the Borrower of each Loan Document to
which it is a party are within the Borrower's corporate powers, have been
authorized by all necessary corporate action, require no action by or in respect
of, or (except for informational filings under section 13 or 15(d) of the
Exchange Act) filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of the certificate of incorporation or by laws of the Borrower or
of any agreement, judgment, injunction, order, decree or other instrument
binding upon the Borrower or result in the creation or imposition of any Lien on
any asset of the Borrower or any of its Subsidiaries.

     Section 4.3 Binding Effect. This Agreement constitutes a valid and binding
agreement of the Borrower.

     Section 4.4 Financial Information.

     (a) The consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as at December 31, 2003, and the related consolidated statements of
income and retained income and cash flows for the year then ended, reported on
by Pricewaterhouse Coopers LLP and incorporated by reference in the Borrower's
2003 Form 10-K, a copy of which has been delivered to each of the Lenders,
present fairly, in all material respects, the consolidated financial position of
the Borrower and its Consolidated Subsidiaries as at such date, and the results
of their operations and their cash flows for such year, in conformity with
generally accepted accounting principles practices applied consistently with
those used in the preparation of the Borrower's 2002 Form 10-K.

     (b) The unaudited consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of September 30, 2004 and the related unaudited
consolidated statements of income and retained earnings and cash flows for both
the three months and nine months then ended, set forth in the Borrower's
quarterly report for the fiscal quarter ended September 30, 2004 as filed with
the Securities and Exchange Commission on Form 10 Q, a copy of which has been
delivered to each of the Lenders have been prepared on the basis of generally
accepted accounting principles and practices applied consistently with those
used in the preparation of the Borrower's Form 10 Q for fiscal period ended
September 30, 2003.

     (c) Since December 31, 2003, there has been no material adverse change in
the business or financial position of the Borrower and its Consolidated
Subsidiaries, considered as a whole, nor have any matters or occurrences come to
the Borrower's attention which are likely to cause any material adverse change
in the business or financial position of the Borrower.



                                       36
<PAGE>

     Section 4.5 Litigation. There is no action, suit or proceeding pending
against, or to the knowledge of the Borrower threatened against, the Borrower or
any of its Subsidiaries before any court or arbitrator or any governmental body,
agency or official in which there is a reasonable possibility of an adverse
decision which could materially adversely affect the business or consolidated
financial position of the Borrower and its Consolidated Subsidiaries, considered
as a whole, or which in any manner draws into question the validity of this
Agreement.

     Section 4.6 Compliance with ERISA. Each member of each ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of any ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
which failure or amendment has resulted or could result in the imposition of a
Lien or the posting of a bond or other security under ERISA or the Internal
Revenue Code or (iii) incurred any liability under Title IV of ERISA other than
a liability to the PBGC for premiums under Section 4007 of ERISA.

     Section 4.7 Subsidiaries. Each Domestic Subsidiary is a Corporation validly
existing and in good standing under the laws of its jurisdiction of formation,
and has all corporate or analogous powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted.

     Section 4.8 Not an Investment Company. The Borrower is not an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

                                    ARTICLE 5
                                    COVENANTS

     The Borrower agrees that, so long as any Bank has any Commitment hereunder,
or there remains any Credit Exposure:

     Section 5.1 Information. The Borrower will deliver to each of the Lenders:

     (a) as soon as available and in any event within 90 days after the end of
each fiscal year of the Borrower, a consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of the end of such fiscal year and the
related consolidated statements of income and retained income and cash flows for
such fiscal year, setting forth in each case in comparative form the figures for
the previous fiscal year, all reported on without material qualification by
independent public accountants of nationally recognized standing;

     (b) as soon as available and in any event within 45 days after the end of
each of the first three quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the end of such quarter and the related



                                       37
<PAGE>

consolidated statements of income for such quarter and for the portion of the
Borrower's fiscal year ended at the end of such quarter, and the related
consolidated statement of cash flows for the portion of the Borrower's fiscal
year ended at the end of such quarter, prepared in conformity with generally
accepted accounting principles;

     (c) simultaneously with the delivery of each set of financial statements
referred to in clauses (a) and (b) above, a certificate of a Responsible Officer
(i) stating whether any Default exists on the date of such certificate and, if
any Default then exists, setting forth the details thereof and the action which
the Borrower is taking or proposes to take with respect thereto, and (ii)
setting forth the Total Debt to Total Capitalization Ratio (as defined in
Section 5.9) and the ratio of Subsidiary Total Debt to Consolidated Net Worth,
in each case as in effect on the last day of the immediately preceding fiscal
quarter of the Borrower and showing the calculation thereof in reasonable
detail;

     (d) within five days after a Responsible Officer obtains knowledge of any
Default, if such Default is then continuing, a certificate of a Responsible
Officer setting forth the details thereof and the action which the Borrower is
taking or proposes to take with respect thereto; and

     (e) from time to time such additional information regarding the financial
position or business of the Borrower and its Subsidiaries as the Administrative
Agent, at the request of any Lender, may reasonably request.

     Section 5.2 Maintenance of Property; Insurance. (a) The Borrower will keep,
and will cause each Domestic Subsidiary to keep, all property useful and
necessary in its business in good working order and condition, ordinary wear and
tear excepted.

     (a) The Borrower will, and will cause each Domestic Subsidiary to, maintain
(either in the name of the Borrower or in the relevant Domestic Subsidiary's own
name) with financially sound and responsible insurance companies, insurance on
all their respective properties in at least such amounts and against at least
such risks (and with such risk retention) as are usually insured against in the
same general area by companies of established repute of similar size engaged in
the same or a similar business; and will furnish to the Lenders, upon request
from the Administrative Agent, information presented in reasonable detail as to
the insurance so carried.

     Section 5.3 Payment of Taxes and Assessments, Conduct of Business and
Maintenance of Existence. (a) The Borrower will, and will cause each Domestic
Subsidiary to, pay all taxes, assessments and governmental charges lawfully
levied or assessed upon it, its property, or upon any part thereof or upon its
income or profits, or any part thereof, before the same shall become delinquent,
and will observe and conform to all lawful requirements of any governmental
authority relative to any of its property, and all covenants, terms and
conditions upon or under which any of its property is held; and within four
months after receipt of notice of any lawful claims or demands for labor,
materials or supplies or other objects which might become a lien or charge,
material in amount, upon any Principal Property of the Borrower or any Domestic
Subsidiary thereof or the income therefrom, it will pay or cause to be
discharged to make adequate provision to satisfy and discharge the same;
provided that nothing in this Section



                                       38
<PAGE>

5.3 or elsewhere in this Agreement contained shall require the Borrower or any
Domestic Subsidiary thereof to observe or conform to any requirement of
governmental authority or to cause to be paid or discharged, or to make
provision for, any such claim, demand, lien or charge or to pay any such tax,
assessment or governmental charge so long as the validity thereof shall be
contested in good faith or the failure to pay could not reasonably be expected
to have a material adverse effect on the business or financial condition of the
Borrower and its Consolidated Subsidiaries, considered as a whole. (a) (b)
Subject to the other provisions of this Agreement, the Borrower will, and will
cause each Domestic Subsidiary to, maintain its corporate or analogous existence
and right to carry on its business and procure all necessary renewals and
extensions thereof and use its best efforts to maintain, preserve and renew all
such rights, powers, privileges and franchises; provided, however, that nothing
herein contained shall be construed to prevent the Borrower or each Domestic
Subsidiary from ceasing or omitting to exercise any rights, powers, privileges
or franchises (including, in the case of such Domestic Subsidiary, the corporate
or analogous existence thereof) which in the judgment of the Board of Directors
of the Borrower or such Domestic Subsidiary can no longer be profitably
exercised, or to prevent the liquidation of such Domestic Subsidiary or the
consolidation or merger of such Domestic Subsidiary or Domestic Subsidiaries
with or into any other Domestic Subsidiary or Domestic Subsidiaries and/or the
Borrower.

     Section 5.4 Compliance with Laws. The Borrower will comply, and cause each
Domestic Subsidiary to comply, in all material respects with all applicable
laws, ordinances, rules, regulations, and requirements of governmental
authorities (including, without limitation, ERISA and the rules and regulations
thereunder and Environmental Laws) which could materially adversely affect the
business or consolidated financial position of the Borrower and its Consolidated
Subsidiaries, considered as a whole, or which in any manner draws into question
the validly of this Agreement, except where the necessity of compliance
therewith is contested in good faith by appropriate proceedings.

     Section 5.5 Restrictions on Sale and Lease Back Transactions. The Borrower
will not, nor will it permit any Domestic Subsidiary to, enter into any
arrangement with any person providing for the leasing by the Borrower or any
Domestic Subsidiary thereof of any Principal Property (except for temporary
leases for a term, including any renewal thereof, of not more than three years
and except for leases between the Borrower and a Domestic Subsidiary or between
Domestic Subsidiaries), which Principal Property has been or is to be sold or
transferred by the Borrower or such Domestic Subsidiary to such person (herein
referred to as a "Sale and Lease back Transaction") unless the net proceeds of
such sale are at least equal to the fair value (as determined by the Board of
Directors of the Borrower) of such Principal Property and either (a) the
Borrower or such Domestic Subsidiary would be entitled, pursuant to the
provisions of (1) clause (i) of paragraph (a) of Section 5.6 or (2) paragraph
(b) of Section 5.6 hereof, to incur Debt secured by a mortgage on the Principal
Property to be leased without equally and ratably securing the Obligations, or
(b) the Borrower shall, and in any such case the Borrower covenants that it
will, within 120 days of the effective date of any such arrangement (or in the
case of (ii) below, within six months thereafter pursuant to a firm purchase
commitment entered into within such 120 day period), apply or cause to be
applied an amount equal to the fair value (as so



                                       39
<PAGE>

determined) of such Principal Property (i) to the payment or other retirement of
Funded Debt incurred or assumed by the Borrower which ranks senior to or pari
passu with the Obligations or of Funded Debt incurred or assumed by the Borrower
or any Domestic Subsidiary thereof (other than, in any case, Funded Debt owned
by the Borrower or any Domestic Subsidiary thereof) or (ii) to the purchase of
Principal Property (other than the Principal Property involved in such sale).
For this purpose, Funded Debt means any Debt which by its terms matures at or is
extendable or renewable at the sole option of the obligor without requiring the
consent of the obligee to a date more than 12 months after the date of the
creation of such Debt.

     Section 5.6 Negative Pledge.

     (a) The Borrower will not, nor will it permit any Domestic Subsidiary to,
issue, assume or guarantee any Debt secured by any mortgage, security interest,
pledge, lien or other encumbrance (hereinafter called "mortgage" or "mortgages")
upon any Principal Property of the Borrower or of a Domestic Subsidiary thereof
or upon any shares of stock or indebtedness of any such Domestic Subsidiary
(whether such Principal Property, shares of stock or indebtedness is now owned
or hereafter acquired) without in any such case effectively securing,
concurrently with the issuance, assumption or guaranty of any such Debt, the
Obligations (together with, if the Borrower shall so determine, any other
indebtedness of or guaranteed by the Borrower or such Domestic Subsidiary
ranking equally with or senior (whether by agreement or by structure) to the
Obligations and then existing or thereafter created) equally and ratably with
such Debt; provided, however, that the foregoing restrictions shall not apply
to:

          (i) mortgages on any property acquired, constructed or improved by the
     Borrower or any Domestic Subsidiary after the date of this Agreement which
     are created or assumed contemporaneously with, or within 120 days after,
     such acquisition, or completion of such construction or improvement, or
     within six months thereafter pursuant to a firm commitment for financing
     arranged with a lender or investor within such 120 day period, to secure or
     provide for the payment of all or any part of the purchase price of such
     property or the cost of such construction or improvement incurred after the
     date of this Agreement or, in addition to mortgages contemplated by clauses
     (ii) and (iii) below, mortgages on any property existing at the time of
     acquisition thereof, provided that the mortgage shall not apply to any
     property theretofore owned by the Borrower or any Domestic Subsidiary other
     than, in the case of any such construction or improvement, any theretofore
     unimproved real property on which the property so constructed, or the
     improvement, is located;

          (ii) mortgages on any property, shares of stock, or indebtedness
     existing, at the time of acquisition thereof from a Corporation which is
     merged with or into the Borrower or such Domestic Subsidiary;

          (iii) mortgages on property of a Corporation existing at the time such
     Corporation becomes a Domestic Subsidiary;

          (iv) mortgages to secure Debt of a Domestic Subsidiary of the Borrower
     to the Borrower or to another Domestic Subsidiary thereof;



                                       40
<PAGE>

          (v) mortgages in favor of the United States of America or any State
     thereof, or any department, agency or instrumentality or political
     subdivision of the United States of America or any State thereof, to secure
     partial progress, advance or other payments pursuant to any contract or
     statute or to secure any indebtedness incurred for the purpose of financing
     all or any part of the purchase price or the cost of constructing or
     improving the property subject to such mortgages;

          (vi) mortgages on timberlands in connection with an arrangement under
     which the Borrower or a Domestic Subsidiary thereof is obligated to cut or
     pay for timber in order to provide the secured party with a specified
     amount of money, however determined;

          (vii) mortgages securing tax-exempt Debt of the Borrower or its
     Domestic Subsidiaries; or

          (viii) mortgages for the sole purpose of extending, renewing or
     replacing in whole or in part Debt secured by any mortgage referred to in
     the foregoing clauses (i) to (iv), inclusive, or in this clause (viii) or
     any mortgage (A) on property of Westvaco Corporation or any domestic
     subsidiary thereof existing on March 1, 1983, or (B) on property of The
     Mead Corporation or any subsidiary thereof existing on November 10, 2000,
     provided, however, that the principal amount of Debt secured thereby shall
     not exceed the principal amount of Debt so secured at the time of such
     extension, renewal or replacement, and that such extension, renewal or
     replacement shall be limited to all or a part of the property which secured
     the mortgage so extended, renewed or replaced (plus improvements on such
     property).

     (b) The provisions of subsection (a) of this Section 5.6 shall not apply to
the issuance, assumption or guarantee by the Borrower or any Domestic Subsidiary
thereof of Debt secured by a mortgage which would otherwise be subject to the
foregoing restrictions up to an aggregate amount which, together with all other
Debt of the Borrower and its Domestic Subsidiaries secured by mortgages (other
than mortgages permitted by subsection (a) of this Section 5.6) which would
otherwise be subject to the foregoing restrictions and the Value of all Sale and
Lease back Transactions (as defined in Section 5.5) of the Borrower and its
Domestic Subsidiaries in existence at such time (other than any such Sale and
Lease back Transaction which, if such Sale and Lease back Transaction had been a
mortgage, would have been permitted by clause (i) of Section 5.6(a) and other
than any such Sale and Lease back Transactions as to which application of
amounts have been made in accordance with clause (b) of Section 5.5) does not at
the time exceed 5% of Consolidated Net Tangible Assets of the Borrower.

     The term "Value" shall mean, with respect to a Sale and Lease back
Transaction, as of any particular time, the amount equal to the greater of (1)
the net proceeds from the sale or transfer of the property leased pursuant to
such Sale and Lease back Transaction or (2) the fair value in the opinion of the
Board of Directors of the Borrower of such property at the time of entering into
such Sale and Lease back Transaction, in either case divided first by the number
of full years of the term of the lease and then multiplied by the number of full
years of such term remaining at the time of determination, without regard to any
renewal or extension options contained in the lease.



                                       41
<PAGE>

     (c) If at any time the Borrower or any Domestic Subsidiary thereof shall
issue, assume or guarantee any Debt secured by any mortgage and if paragraph (a)
of this Section 5.6 requires that the Obligations be secured equally and ratably
with such Debt, the Borrower will promptly deliver to the Administrative Agent

          (i) an officer's certificate stating that the covenant of the Borrower
     contained in paragraph (a) of this Section 5.6 has been complied with; and

          (ii) an opinion of counsel to the effect that such covenant has been
     complied with, and that any instruments executed by the Borrower and each
     Domestic Subsidiary thereof in the performance of such covenant comply with
     the requirements of such covenant.

     Section 5.7 Consolidations, Mergers and Sales of Assets. (a) The Borrower
shall not consolidate with or merge into any other corporation or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless:

          (i) the corporation formed by such consolidation or into which the
     Borrower is merged or the Person which acquires by conveyance or transfer,
     or which leases, the properties and assets of the Borrower substantially as
     an entirety shall be a corporation organized and existing under the laws of
     the United States of America, any State thereof or the District of Columbia
     and shall expressly assume, by an agreement supplemental hereto, executed
     and delivered to the Administrative Agent, in form satisfactory to the
     Required Banks, the due and punctual payment of the Obligations and the
     performance of every covenant of this Agreement on the part of the Borrower
     to be performed or observed;

          (ii) immediately after giving effect to such transaction, no Default
     shall have happened and be continuing; and

          (iii) the Borrower has delivered to the Administrative Agent an
     officer's certificate and an opinion of counsel, each stating that such
     consolidation, merger, conveyance, transferor lease and supplemental
     agreement comply with this Section 5.7 and that all conditions precedent
     herein provided for relating to such transaction have been complied with.

     (b) Upon any consolidation by the Borrower with or merger by the Borrower
into any other corporation or any conveyance, transfer or lease of the
properties and assets of the Borrower substantially as an entirety in accordance
with this Section 5.7, the successor corporation formed by such consolidation or
into which the Borrower is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Borrower under this Agreement with the same effect as if such
successor corporation had been named as the Borrower herein, and thereafter,
except in the case of a lease, the predecessor corporation shall be relieved of
all obligations and covenants under this Agreement.



                                       42
<PAGE>

     (c) The Borrower shall not transfer any Principal Property to any one or
more of its Subsidiaries, whether now existing or hereafter acquired.

     Section 5.8 Use of Proceeds. The proceeds of the Loans made, and the
Letters of Credit issued, under this Agreement will be used by the Borrower for
its general corporate purposes, provided that no part of the proceeds of any
Swingline Loan shall be used to refinance in whole or in part any other
Swingline Loan. None of such proceeds will be used in violation of applicable
law, including, without limitation, Regulations T, U and X of the Board of
Governors of the Federal Reserve System of the United States of America, as such
regulations are from time to time in effect and including all official rulings
under, and interpretations of, such regulations.

     Section 5.9 Total Debt to Total Capitalization Ratio. The Total Debt to
Total Capitalization Ratio shall not exceed 0.55:1.00 at any time. For purposes
of this Section:

          "Total Debt to Total Capitalization Ratio" shall mean, as of any date,
     the ratio, in each case with respect to the Borrower and its Consolidated
     Subsidiaries on a consolidated basis, of (a) Total Debt as of such date to
     (b) the sum of (i) the amount determined under clause (a) of this defined
     term, plus (ii) the sum of shareholders' equity, plus (iii) deferred income
     taxes, minus (iv) any noncash income (loss) attributable to interest rate
     or currency hedging or derivative arrangements, as each may be set forth on
     the consolidated balance sheet of the Borrower most recently delivered
     pursuant to Section 5.1(a) or (b), as the case may be; and

          "Total Debt" means without duplication (i) all Debt, (ii) all
     obligations upon which interest charges are customarily paid, (iii) all
     obligations under conditional sale or other title retention agreements
     relating to property acquired, (iv) all obligations in respect of the
     deferred purchase price of property or services (excluding current accounts
     payable incurred in the ordinary course of business), (v) all Total Debt of
     others secured by (or for which the holder of such Total Debt has an
     existing right, contingent or otherwise, to be secured by) any Lien on
     property owned or acquired by the Borrower or any Consolidated Subsidiary,
     whether or not the Total Debt secured thereby has been assumed, (vi) all
     guarantees of Total Debt of others, (vii) all capital lease obligations,
     (viii) all obligations, contingent or otherwise, of the Borrower and its
     Consolidated Subsidiaries as an account party in respect of letters of
     credit and letters of guaranty, (ix) all obligations to pay a specified
     purchase price for goods or services which purchase price is payable
     whether or not such goods or services are delivered or accepted, (x) all
     obligations, contingent or otherwise, in respect of bankers' acceptances,
     (xi) all Receivables Facility Attributed Indebtedness of the Borrower and
     its Consolidated Subsidiaries on the date of determination regardless of
     its treatment under generally accepted accounting principles, and (xii) to
     the extent not otherwise included, all net obligations under hedging
     agreements. The Total Debt of any Person shall include the Total Debt of
     any other entity (including any partnership in which such Person is a
     general partner) to the extent such Person is liable therefor as a result
     of such Person's ownership interest in or other relationship with such
     entity, except to the extent the terms of such Total Debt provide that such
     Person is not liable therefor. Notwithstanding the foregoing, the Total
     Debt of any Person shall not include (i) Defeased Debt, and (ii)



                                       43
<PAGE>

     guarantees of the Cabin Bluff Notes so long as (a) the Borrower or any
     Domestic Subsidiary thereof received cash in an amount equal to no less
     than the fair market value of the Cabin Bluff Notes on the date of such
     receipt, and (b) the Borrower has the ability to cause the extinguishment
     of all liability under any such guarantee by the exercise of any right to
     "put" the Cabin Bluff Notes to the holder or holders of the indebtedness so
     guaranteed.

     Section 5.10 Subsidiary Debt. The Borrower will not at any time allow
Subsidiary Total Debt to exceed 30% of Consolidated Net Worth; provided that in
the case of any particular incurrence of an item constituting a part of
Subsidiary Total Debt, Subsidiary Total Debt shall be determined on a pro forma
basis for such incurrence, the substantially contemporaneous application of
proceeds therefrom and the substantially contemporaneous consummation of any
related transactions. For purposes of this Section:

          "Subsidiary Total Debt" means Total Debt of the Consolidated
     Subsidiaries on a consolidated basis, excluding, without duplication, any
     Total Debt to the extent owed to the Borrower; and

          "Consolidated Net Worth" means, with respect to the Borrower as of any
     date of calculation, all items included under shareholders' equity on the
     most recent consolidated balance sheet of the Borrower delivered pursuant
     to Section 5.1(a) or (b), as the case may be.

                                    ARTICLE 6
                                    DEFAULTS

     Section 6.1 Events of Default. If one or more of the following events (each
of the foregoing an "Event of Default") shall have occurred and be continuing:

     (a) the Borrower shall fail to pay when due any principal of any Loan or
reimbursement obligation in respect of any LC Disbursement, or shall fail to
post any cash collateral when due under Section 2.16, or shall fail to pay
within three days of the due date thereof any interest on any Loan or LC
Disbursement, or any fees or any other amount payable hereunder;

     (b) the Borrower shall fail to observe or perform any covenant or agreement
contained in any Loan Document (other than those covered by clause (a) above)
for 30 days after written notice thereof has been given to the Borrower by the
Administrative Agent at the request of any Lender;

     (c) any representation, warranty, certification or statement made by the
Borrower in any Loan Document or in any certificate, financial statement or
other document delivered pursuant to any Loan Document shall prove to have been
incorrect in any material respect when made (or deemed made);

     (d) the Borrower or any Domestic Subsidiary shall fail to make any payment
in respect of any Material Debt when due or within any applicable grace period;



                                       44
<PAGE>

     (e) any event or condition shall occur which results in the acceleration of
the maturity of any Material Debt or enables (or, with the giving of notice or
lapse of time or both, would enable) the holder of such Debt or any Person
acting on such holder's behalf to accelerate the maturity thereof;

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

     (g) an involuntary case or other proceeding shall be commenced against the
Borrower or any Domestic Subsidiary seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 90 days; or an order for
relief shall be entered against the Borrower or any Domestic Subsidiary under
the federal bankruptcy laws as now or hereafter in effect;

     (h) any member of an ERISA Group shall fail to pay when due an amount or
amounts aggregating in excess of $10,000,000 which it shall have become liable
to pay under Title IV of ERISA or notice of intent to terminate a Material Plan
shall be filed under Title IV of ERISA by any member of an ERISA Group, any plan
administrator or any combination of the foregoing; or the PBGC shall institute
proceedings under Title IV of ERISA to terminate, to impose liability (other
than for premiums under Section 4007 of ERISA) in respect of, or to cause a
trustee to be appointed to administer any Material Plan and such proceeding
shall not have been dismissed within 30 days thereafter; or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which
could cause one or more members of any ERISA Group to incur a current payment
obligation in excess of $75,000,000; or

     (i) one or more judgments or orders for the payment of money in excess of
$75,000,000 in the aggregate shall be rendered against the Borrower or any one
or more Domestic Subsidiaries and such judgments or orders shall continue
unsatisfied and unstayed for a period of 60 days;

then, and in every such event, the Administrative Agent shall (i) if requested
by Banks having more than 50% in aggregate amount of the Commitments, by notice
to the Borrower terminate the Commitments and they shall thereupon terminate,
and (ii) if requested by Banks having more than 50% of the aggregate Credit
Exposure, by notice to the Borrower declare the Obligations to



                                       45
<PAGE>

be, and the Obligations shall thereupon become, immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower; provided that in the case of any of the
Events of Default specified in clause (f) or (g) above with respect to the
Borrower, without any notice to the Borrower or any other act by the
Administrative Agent or the Lenders, the Commitments shall thereupon terminate
and the Obligations shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.

     Section 6.2 Notice of Default. The Administrative Agent shall give notice
to the Borrower under Section 6.1(b) promptly upon being requested to do so by
any Lender and shall thereupon notify all the Lenders thereof.

                                    ARTICLE 7
                                   THE AGENTS

     Section 7.1 Appointment and Authorization. Each Lender irrevocably appoints
and authorizes each Agent to take such action as agent on its behalf and to
exercise such powers under the Loan Documents as are delegated to such Agent by
the terms hereof or thereof, together with all such powers as are reasonably
incidental thereto.

     Section 7.2 Agents and Affiliates. The Bank of New York shall have the same
rights and powers under the Loan Documents as any other Lender and may exercise
or refrain from exercising the same as though it were not an Agent, and The Bank
of New York and its affiliates may accept deposits from, lend money to, and
generally engage in any kind of business with the Borrower or any Subsidiary or
affiliate thereof as if it were not an Agent hereunder.

     Section 7.3 Action by Agents. The obligations of the Agents hereunder are
only those expressly set forth herein. Without limiting the generality of the
foregoing, no Agent shall be required to take any action with respect to any
Default, except in the case of the Administrative Agent as expressly provided in
Article 6.

     Section 7.4 Consultation with Experts. Each Agent may consult with legal
counsel (who may be counsel for the Borrower), independent public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.

     Section 7.5 Liability of Agents. Neither any Agent nor any of their
respective affiliates nor any of the respective directors, officers, agents or
employees of the foregoing shall be liable for any action taken or not taken by
it in connection herewith (i) with the consent or at the request of the Required
Banks or (ii) in the absence of its own gross negligence or willful misconduct.
Neither any Agent nor any of their respective affiliates nor any of the
respective directors, officers, agents or employees of the foregoing shall be
responsible for or have any duty to ascertain, inquire into or verify (i) any
statement, warranty or representation made in connection with any Loan Document
or any borrowing hereunder; (ii) the performance or observance of any of the
covenants or agreements of the Borrower; (iii) the satisfaction of any condition
specified in Article 3, except in the case of the Administrative Agent receipt
of notice required to be given to such Agent; or (iv) the validity,
effectiveness or genuineness of any Loan



                                       46
<PAGE>

Document or any other instrument or writing furnished in connection herewith. No
Agent shall incur any liability by acting in reliance upon any notice, consent,
certificate, statement, or other writing (which may be a bank wire, telex,
facsimile or similar writing) believed by it to be genuine or to be signed by
the proper party or parties. Without limiting the generality of the foregoing,
the use of the term "agent" in the Loan Documents with reference to the Agents
is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable law. Instead, such
term is used merely as a matter of market custom and is intended to create or
reflect only an administrative relationship between independent contracting
parties.

     Section 7.6 Indemnification. Each Bank shall, ratably in accordance with
its Commitment, indemnify each Agent (to the extent not reimbursed by the
Borrower) against any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss (except any loss in respect of any fee arrangement
between the Borrower and any Agent to which each Bank is not a party) or
liability (except such as result from such Agent's gross negligence or willful
misconduct) that such Agent may suffer or incur in connection with the Loan
Documents or any action taken or omitted by such Agent thereunder.

     Section 7.7 Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon any Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon any Agent or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under the Loan Documents.

     Section 7.8 Successor Administrative Agent. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Borrower. Upon any such resignation, the Required Banks shall have the right to
appoint a successor Administrative Agent. If no successor Administrative Agent
shall have been so appointed by the Required Banks, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent gives notice
of resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent, which shall be a commercial
bank organized or licensed under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$50,000,000. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Administrative Agent's resignation hereunder as Administrative Agent,
the provisions of this Article shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent.

     Section 7.9 Syndication Agents, Documentation Agents, Managing Agents and
Co-Agents. Nothing in this Agreement shall impose upon the Syndication Agents,
in such capacity, the Documentation Agents, in such capacity, the Managing
Agents, in such capacity, or the Co-Agents, in such capacity, any duties or
obligations whatsoever.



                                       47
<PAGE>

                                    ARTICLE 8
                             CHANGE IN CIRCUMSTANCES

     Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair. If on
or prior to the first day of any Interest Period for any Spread Borrowing:

     (a) the Administrative Agent is advised by the Reference Banks that
deposits in the applicable Agreement Currency (in the applicable amounts) are
not being offered to the Reference Banks in the relevant market for such
Interest Period (and Required Banks have not advised the Administrative Agent in
writing to the contrary), or

     (b) Banks having 50% or more of the aggregate amount of the Commitments
advise the Administrative Agent that the Eurocurrency Rate as determined for
such Interest Period will not adequately and fairly reflect the cost of such
Banks of funding their Spread Loans for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Borrower and
the Banks, whereupon until the Administrative Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist, the
obligations of the Banks to make Spread Loans shall be suspended. Unless the
Borrower notifies the Administrative Agent at least two Business Days before the
date of any Spread Borrowing for which a Notice of Borrowing has previously been
given that it elects not to borrow on such date, (i) if such Spread Borrowing is
a Committed Euro-Dollar Borrowing or a Committed Alternate Currency Borrowing,
such Borrowing shall instead be made as a Committed Base Rate Borrowing and (ii)
if such Spread Borrowing is a Money Market Margin Auction Borrowing, the Money
Market Margin Auction Loans comprising such Borrowing shall bear interest for
each day from and including the first day to but excluding the last day of the
Interest Period applicable thereto at the Base Rate for such day.

     Section 8.2 Illegality. If, on or after the date of this Agreement, the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Lender (or any applicable lending office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for any Lender (or any
applicable lending office) to make, maintain or fund its Alternate Currency
Loans or Eurocurrency Loans and such Lender shall so notify the Administrative
Agent, the Administrative Agent shall forthwith give notice thereof to the other
Lenders and the Borrower, whereupon until such Lender notifies the Borrower and
the Administrative Agent that the circumstances giving rise to such suspension
no longer exist, the obligation of such Lender to make Eurocurrency Loans and/or
Alternate Currency Loans shall be suspended. Before giving any notice to the
Administrative Agent pursuant to this Section, such Lender shall designate a
different lending office if such designation will avoid the need for giving such
notice and will not, in the judgment of such Lender, be otherwise
disadvantageous to such Lender. If such Lender shall determine that it may not
lawfully continue to maintain and fund any of its outstanding Alternate Currency
Loans or Eurocurrency Loans to maturity and shall so specify in such notice, the
Borrower shall immediately prepay in full the then outstanding principal amount
of each such Eurocurrency



                                       48
<PAGE>

Loan and Alternate Currency Loan, together with accrued interest thereon.
Concurrently with prepaying each such Eurocurrency Loan and Alternate Currency
Loan, the Borrower shall borrow a Committed Base Rate Loan in a Dollar
Equivalent principal amount from such Bank (on which interest and principal
shall be payable contemporaneously with the related Eurocurrency Loans or
Alternate Currency Loans of the other Banks), and such Bank shall make such a
Committed Base Rate Loan.

     Section 8.3 Increased Cost and Reduced Return. (a) If on or after (x) the
date hereof, in the case of any Committed Loan (other than a Committed Base Rate
Loan) or Letter of Credit or any obligation to make such Committed Loans or
issue or participate in any Letter of Credit (each an "Affected Committed
Credits or Obligation") or (y) the date of the related Money Market Quote, in
the case of any Money Market Loan (each an "Affected Money Market Credit or
Obligation" and, together with each Affected Committed Credit or Obligation, an
"Affected Credit or Obligation"), the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its applicable lending
office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency:

          (i) shall subject any Lender (or its applicable lending office) to any
     tax, duty or other charge with respect to its Affected Loans or
     Obligations, or shall change the basis of taxation of payments to any
     Lender (or its applicable lending office) of the principal of or interest
     in respect of its Affected Loans or Obligations or any other amounts due
     under this Agreement in respect of its Affected Loans or Obligations
     (except for changes in the rate of tax on the overall net income of such
     Lender or its applicable lending office imposed by the jurisdiction in
     which such Lender's principal executive office or applicable lending office
     is located); or

          (ii) shall impose, modify or deem applicable any reserve (including,
     without limitation, any such requirement imposed by the Board of Governors
     of the Federal Reserve System, but excluding with respect to any
     Eurocurrency Loan, any such requirement included in an applicable
     Eurocurrency Reserve Percentage), special deposit, insurance assessment or
     similar requirement against assets of, deposits with or for the account of,
     or credit extended by, any Lender (or its applicable lending office) or
     shall impose on any Lender (or its applicable lending office) or on the
     London interbank market any other condition affecting its Affected Loans or
     Obligations;

and the result of any of the foregoing is to increase the cost to such Lender
(or its applicable lending office) of making or maintaining any Affected Loan or
Obligation, or the cost to such Lender of issuing, participating in or
maintaining any Affected Loan or Obligation, or to reduce the amount of any sum
received or receivable by such Lender (or its applicable lending office) under
this Agreement or in respect of its portion of the Obligations with respect
thereto, by an amount deemed by such Lender to be material, then, within 15 days
after demand by such Lender (with a copy to the Administrative Agent), the
Borrower shall pay to such Bank such additional amount or amounts as will
compensate such Lender for such increased cost or reduction.



                                       49
<PAGE>

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

     (c) Each Lender will promptly notify the Borrower and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Lender to compensation pursuant to this Section and will
designate a different applicable lending office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Lender, be otherwise disadvantageous to such Lender. A
certificate of any Lender claiming compensation under this Section and setting
forth a calculation in reasonable detail of the additional amount or amounts to
be paid to it hereunder shall be conclusive if prepared in good faith and on a
reasonable basis. In determining such amount, such Lender may use any reasonable
averaging and attribution methods. Notwithstanding the foregoing subsections (a)
and (b) of this Section 8.3, the Borrower shall only be obligated to compensate
any Lender for any amount arising or accruing during (i) any time or period
commencing on the date on which such Lender notifies the Administrative Agent
and the Borrower that it proposes to demand such compensation and identifies to
the Administrative Agent and the Borrower the statute, regulation or other basis
upon which the claimed compensation is or will be based and (ii) any time or
period during which such Lender did not know that such amount would arise or
accrue because of the retroactive application of such statute, regulation or
other basis.

     Section 8.4 Committed Base Rate Loans Substituted for Affected Loans. If
(i) the obligation of any Lender to make Eurocurrency Loans or Alternate
Currency Loans has been suspended pursuant to Section 8.2 or (ii) any Lender has
demanded compensation under Section 8.3(a) and the Borrower shall, by at least
five Business Days' prior notice to such Lender through the Administrative
Agent, have elected that the provisions of this Section shall apply to such
Lender, then, unless and until such Lender notifies the Borrower that the
circumstances giving rise to such suspension or demand for compensation no
longer exist:

     (a) all Loans which would otherwise be made by such Bank as Eurocurrency
Loans or Alternate Currency Loans shall be made instead as Committed Base Rate
Loans (on which interest and principal shall be payable contemporaneously with
the related Fixed Rate Loans of the other Banks), and



                                       50
<PAGE>

     (b) after each of its Eurocurrency Loans or Alternate Currency Loans has
been repaid, all payments of principal which would otherwise be applied to repay
such Fixed Rate Loans shall be applied to repay its Committed Base Rate Loans
instead.

     Section 8.5 Substitution or Removal of Bank. (a) If with respect to any
Bank, (i) such Bank has demanded compensation under Section 8.3, or (ii) the
Borrower shall become obligated pursuant to Section 8.6(a) to increase the
amount of any payment to or for the benefit of such Bank, the Borrower shall
have the right at its sole expense (including the fees referred to in Section
9.6(b)), with the assistance of the Administrative Agent, to seek a substitute
bank or banks (which may be one or more of the Banks) to purchase its portion of
the Obligations and assume the Commitment of such Bank. A Bank may not be
replaced pursuant to this Section 8.5(a) unless, among other things, such Bank
has received all outstanding principal of, and accrued interest on, such Bank's
Loans, all accrued fees owing to such Bank hereunder, and all other sums then
due and payable to such Bank (including, without limitation, any sums that would
be due to such Bank under Article 8), and if such Bank is replaced pursuant to
this Section 8.5(a), such Bank shall continue to be entitled to the benefits of
Sections 2.13, 8.3, 8.6 and 9.3.

     (b) If any Bank becomes a Non-Consenting Bank, then the Borrower, at its
sole expense (including the fees referred to in Section 9.6(b)) and effort,
shall have the right, within 45 days of the date such Bank became a
Non-Consenting Bank (a) to seek a substitute bank or banks (which may be one or
more of the Banks) to purchase its portion of the Obligations and assume the
Commitment of such Bank, or (b) provided that no Default shall have occurred and
be continuing, to remove such Bank as a "Bank" pursuant to this Section;
provided that after giving effect to each removal of a Non-Consenting Bank, the
sum of (A) a fraction (expressed as a percentage), the numerator of which is the
Commitment of such Non-Consenting Bank, and the denominator of which is the sum
of the aggregate Commitments existing at the time immediately prior to the
removal of such Non-Consenting Bank, plus (B) with respect to each other
Non-Consenting Bank removed in accordance with this Section since the Effective
Date, the percentage calculated with respect thereto under the immediately
preceding clause (A) at the time of the removal of such prior Non-Consenting
Bank, shall not exceed 15%. A Non-Consenting Bank that has been duly selected by
the Borrower to be removed shall be removed as a "Bank" effective upon (i) the
delivery to the Administrative Agent and such Non-Consenting Bank of a written
notice to such effect, (ii) the payment to the Administrative Agent, for the
account of such Bank, of all outstanding principal of, and accrued interest on,
such Bank's Loans and all accrued fees owing to such Bank hereunder, and (iii)
the payment to such Non-Consenting Bank of all other sums then due and payable
thereto (including, without limitation, any sums that would be due to such
Non-Consenting Bank under Article 8), at which time the Commitment of such
Non-Consenting Bank shall automatically terminate and such Non-Consenting Bank
shall no longer be a "Bank" under the Loan Documents (but shall continue to be
entitled to the benefits of Sections 2.13, 8.3 and 9.3). In the event that (x)
the Borrower or the Administrative Agent has requested the Banks to consent to a
departure from or waiver of any provisions of the Loan Documents or agree to any
amendment thereto and (y) Required Banks have agreed to such consent, waiver or
amendment, then any Bank that does not agree to such consent, waiver or
amendment (whether affirmatively or by failure to respond within five Business
Days of a request therefor) shall be deemed a "Non-Consenting Bank".



                                       51
<PAGE>


     Section 8.6 Taxes. (a) Each payment made by the Borrower to a Lender or the
Administrative Agent under each Loan Document shall be made free and clear of,
and without deduction or withholding for or on account of, any Non-Excluded
Taxes. If any such Non-Excluded Taxes are required to be withheld from any
amount payable by the Borrower to the Administrative Agent or any Lender
hereunder or under any Loan Document, in each such case (i) such amount payable
shall be increased by the Borrower by the amount necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 8.6) the Administrative Agent or such Lender shall
receive an amount equal to the sum it would have received had no such deductions
been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower
shall pay the full amount deducted to the relevant taxing authority or other
governmental authority in accordance with applicable law. Whenever any
Non-Excluded Taxes are payable by the Borrower, as promptly as possible
thereafter the Borrower shall send to the Administrative Agent for its own
account or for the account of such Lender, as the case may be, a certified copy
of an original official receipt received by the Borrower showing payment
thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent or
any Lender the required receipts or other required documentary evidence, the
Borrower shall indemnify the Administrative Agent and the Lenders for any
incremental taxes, interest or penalties that may become payable by the
Administrative Agent or any Lender as a result of any such failure. If the
Borrower reasonably believes that any such Non-Excluded Taxes are not correctly
or legally asserted, the Administrative Agent or such Lender, as the case may
be, will use reasonable efforts (at Borrower's expense) to cooperate (provided
that, in the judgment of the Administrative Agent or such Lender, such
cooperation would not otherwise be disadvantageous to the Administrative Agent
or such Lender) with Borrower to obtain a refund of such Taxes (in cash or as a
credit against another existing tax liability), the benefit of which refund
shall be returned to Borrower to the extent provided in Section 8.6(e). The
agreements in this Section shall survive the termination of this Agreement and
each other Loan Document and the payment of the Loans and all other amounts
payable hereunder and thereunder.

     (b) Each Lender (or any assignee or participant described in Section 9.6)
that is not a United States Person within the meaning of Section 7701(a)(30) of
the Internal Revenue Code (a "Non-U.S. Lender") shall deliver to the Borrower
and the Administrative Agent (or, in the case of a participant described in
Section 9.6, to the Lender from which the related participation shall have been
purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or
Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S.
federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue
Code with respect to payments of "portfolio interest", a Form W-8BEN, or any
subsequent versions thereof or successors thereto (and, if such Non-U.S. Lender,
claiming an exemption with respect to payments of "portfolio interest", delivers
a Form W-8BEN, an annual certificate representing that such Non-U.S. Lender is
not a "bank" for purposes of Section 881(c) of the Internal Revenue Code, is not
a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the
Internal Revenue Code) of the Borrower and is not a controlled foreign
corporation related to the Borrower (within the meaning of Section 864(d)(4) of
the Internal Revenue Code) or any other similar representations required under
any successor exemptions), properly completed and duly executed by such Non-U.S.
Lender claiming complete exemption from U.S. federal withholding tax on all
payments by the Borrower under the Loan Documents, and any other



                                       52
<PAGE>

forms or documentation reasonably requested by Borrower from time to time to
establish an exemption from or reduction in any U.S. federal withholding taxes.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to any Loan Document (or, in the case of any such participant,
on or before the date such participant purchases the related participation). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose) or that a certificate
previously provided has become inapplicable. Notwithstanding any other provision
of this paragraph (b), a Non-U.S. Lender shall not be required to deliver any
form pursuant to this paragraph that such Non-U.S. Lender is not legally able to
deliver.

     (c) A Lender that is entitled to an exemption from or reduction of non-U.S.
Non-Excluded Tax shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, provided that such Lender is
legally entitled to complete, execute and deliver such documentation.

     (d) The Borrower shall not be required to pay any additional amounts to the
Administrative Agent or any Lender pursuant to paragraph (a) above if the
obligation to pay such additional amounts would not have arisen but for a
failure by the Administrative Agent or such Lender, as the case may be, to
comply with the provisions of paragraph (b) or (c) above.

     (e) If the Administrative Agent or a Lender determines, in its reasonable
discretion, that it has received a refund of any Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts, in either case pursuant to this Section 8.6, it shall pay
over such refund to the Borrower (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 8.6 with
respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other
than any interest paid by the relevant governmental authority with respect to
such refund); provided that the Borrower, upon the request of the Administrative
Agent or such Lender, shall repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant governmental
authority) to the Administrative Agent or such Lender in the event the
Administrative Agent or such Lender is required to repay such refund to such
governmental authority.

     (f) Nothing in this Section 8.6 shall be construed to require the
Administrative Agent or any Lender to make any tax returns or, except as
otherwise expressly set forth herein, other confidential information available
to the Borrower or any other Person.

     (g) At the request of the Borrower, the Administrative Agent and each
Lender shall take reasonable steps to avoid the need for the Borrower to pay any
amounts under this Section 8.6 to or for the account of the Administrative Agent
or such Lender, as the case may be, if such steps will not, in the judgment of
the Administrative Agent or such Lender, be otherwise disadvantageous to the
Administrative Agent or such Lender.



                                       53
<PAGE>

     (h) Amounts payable by the Borrower under this Section 8.6 shall be in
addition to, but not in duplication of, amounts otherwise payable by the
Borrower under the Loan Documents.

                                    ARTICLE 9
                                  MISCELLANEOUS

     Section 9.1 Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including bank wire, telex, facsimile
transmission or similar writing) and shall be given to such party: (x) in the
case of the Borrower or the Administrative Agent, at its address or facsimile
number set forth on the signature pages hereof, (y) in the case of any Lender,
at its address or facsimile number set forth in its Administrative Questionnaire
or (z) in the case of any party, such other address or facsimile number as such
party may hereafter specify for the purpose by notice to the Administrative
Agent and the Borrower. Each such notice, request or other communication shall
be effective when received at the address specified in this Section.

     Section 9.2 No Waivers. No failure or delay by any Agent or Bank in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.

     Section 9.3 Expenses; Documentary Taxes; Indemnification. (a) The Borrower
shall pay (i) all out of pocket expenses of the Agents, including fees and
disbursements of special counsel for the Agents, in connection with the
preparation and administration of each Loan Document, any waiver or consent
thereunder or any amendment thereof or any Default or alleged Default, (ii) all
reasonable out-of-pocket costs and expenses incurred by each Issuing Bank in
connection with the issuance, amendment, renewal or extension of any Letter of
Credit or any demand for payment thereunder, and (iii) if an Event of Default
occurs, all out of pocket expenses incurred by any Agent or Lender, including
fees and disbursements of counsel, in connection with such Event of Default and
collection, bankruptcy, insolvency and other enforcement proceedings resulting
therefrom. The Borrower shall indemnify each Lender against any transfer taxes,
documentary taxes or similar assessments or charges made by any governmental
authority by reason of the execution and delivery of the Loan Documents.

     (b) The Borrower agrees to indemnify each Lender and its respective
Affiliates and the respective directors, officers, employees, agents and
advisors of such Lender and such Lender's Affiliates (each of the foregoing
being an "Indemnified Person") and hold each Indemnified Person harmless from
and against any and all liabilities, losses, damages, costs and expenses of any
kind, including, without limitation, the reasonable fees and disbursements of
counsel, which may be incurred by such Indemnified Person (or by any Agent
(together with its officers, directors, employees, agents and advisors and
Affiliates) in connection with its actions as Agent hereunder) in connection
with any investigative, administrative or judicial proceeding (whether or not
such Indemnified Person shall be designated a party thereto) relating to or
arising out of the Loan Documents or any actual or proposed use of proceeds of
Loans or Letters of Credit hereunder including any refusal of an Issuing Bank to
honor a demand for payment under a Letter of Credit if the documents presented
in connection with such demand do not strictly



                                       54
<PAGE>

comply with the terms of such Letter of Credit; provided that no Indemnified
Person shall have the right to be indemnified hereunder for its own gross
negligence or willful misconduct.

     Section 9.4 Sharing of Set Offs. Each Lender agrees that if it shall, by
exercising any right of set off or counterclaim or otherwise, receive payment of
a proportion of the aggregate amount of the Obligations held by it (other than
in the circumstances contemplated by Section 8.5) which is greater than the
proportion received by any other Lender in respect of the Obligations held by
such other Lender, the Lender receiving such proportionately greater payment
shall purchase such participations in the Obligations held by the other Lenders,
and such other adjustments shall be made, as may be required so that all such
payments of the Obligations held by the Lenders shall be shared by the Lenders
pro rata; provided that nothing in this Section shall impair the right of any
Lender to exercise any right of set off or counterclaim it may have and to apply
the amount subject to such exercise to the payment of indebtedness of the
Borrower other than the Obligations. The Borrower agrees, to the fullest extent
it may effectively do so under applicable law, that any holder of a
participation in a Bank's portion of the Obligations, whether or not acquired
pursuant to the foregoing arrangements, may exercise rights of set off or
counterclaim and other rights with respect to such participation as if such
holder of a participation were a direct creditor of the Borrower in the amount
of such participation.

     Section 9.5 Amendments and Waivers. Any provision of the Loan Documents may
be amended or waived if, but only if, such amendment or waiver is in writing and
is signed by the Borrower and the Required Banks (and, if the rights or duties
of any Agent are affected thereby, by such Agent); provided that no such
amendment or waiver shall (i) increase the Commitment of any Bank without the
written consent of such Bank, (ii) reduce the principal of or rate of interest
on any Loan or any fees hereunder without the written consent of each Bank
affected thereby, (iii) postpone the date fixed for any payment of principal of
or interest on any Loan or any fees hereunder without the written consent of
each Bank affected thereby, (iv) change the percentage of the Commitments or of
the aggregate unpaid principal amount of the Obligations, or the number of
Banks, which shall be required for the Banks or any of them to take any action
under this Section or any other provision of this Agreement without the written
consent of each Bank, (v) change any provision hereof in any manner that would
alter the pro rata sharing of payments required by this Agreement without the
written consent of each Bank, (vi) add any additional currency as an Agreement
Currency without the written consent of each Bank, (vii) waive any condition set
forth in Section 3.1 or Section 3.2 without the written consent of each Bank,
(viii) change any provision of this Section without the written consent of each
Bank, (ix) change any provision of the Loan Documents affecting the rights or
obligations of any Issuing Bank without the consent of such Issuing Bank, or (x)
change any provision of the Loan Documents affecting the rights or obligations
of the Swingline Bank without the consent of the Swingline Bank.

     Section 9.6 Successors and Assigns(a) . (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided that the Borrower may not
assign or otherwise transfer any of its rights under this Agreement without the
prior written consent of all Lenders; and provided further that except as
contemplated by sub sections (b), (e) and (f) of this Section 9.6 and by
Sections 2.4(b) and



                                       55
<PAGE>

9.4, no Lender may assign, grant participations in or otherwise transfer any of
its rights or obligations under this Agreement.

     (b) Any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment, its Swingline Commitment, if any, LC Exposure, Swingline Exposure
and the Loans and other Obligations at the time owing to it), provided that (i)
except in the case of an assignment to a Lender or an Eligible Affiliate, each
of the Borrower and the Administrative Agent (and, in the case of an assignment
of all or any portion of a Commitment, the Swingline Bank and each Issuing Bank)
must give its prior written consent to such assignment (which consent shall not
be unreasonably withheld or delayed), (ii) except in the case of an assignment
to a Bank or an Eligible Affiliate or an assignment of the entire remaining
amount of the assigning Bank's Commitment, or unless the Borrower, the Swingline
Bank, each Issuing Bank and the Administrative Agent shall otherwise consent,
the amount of the Commitment of the assigning Bank subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent) shall not be less
than $10,000,000, (iii) the parties to each assignment shall execute and deliver
to the Administrative Agent an Assignment and Acceptance together with a
processing and recordation fee of $3,500, and (iv) the assignee, if it shall not
be a Bank, shall deliver to the Administrative Agent an Administrative
Questionnaire, and provided further, that any consent of the Borrower otherwise
required under this paragraph shall not be required if a Default has occurred
and is continuing. Subject to acceptance and recording thereof pursuant to
paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance, the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under the Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under the
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under the Agreement, such Lender shall
cease to be a party hereto but shall continue to be entitled to the benefits of
Sections 2.13, 8.3, and 9.3). Any assignment or transfer by a Lender of rights
or obligations under the Agreement that does not comply with this paragraph or
paragraph (f) shall be treated for purposes of the Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section. For purposes of this Section 9.6(b), "Eligible
Affiliate" means, with respect to any Lender, any Affiliate hereof that has
combined capital and surplus of at least $250,000,000.

     (c) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices in New York City a copy of each
Assignment and Acceptance and each notice of removal of a Bank under Section 8.5
delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitment of, and principal amount of the Loans owing to,
each Lender pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive absent clearly demonstrable error,
and the Borrower and each Lender and the Administrative Agent shall treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement, notwithstanding notice to
the contrary. The Register shall be available for inspection by the Borrower and
any Lender and the Administrative Agent, at any reasonable time and from time to
time upon reasonable prior notice.



                                       56
<PAGE>

     (d) Upon its receipt of a duly completed Assignment and Acceptance executed
by an assigning Lender and an assignee, the assignee's completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Acceptance
and record the information contained therein in the Register. Upon the
effectiveness of any removal of a Bank pursuant to Section 8.5, the
Administrative Agent shall record the relevant information in the Register. No
assignment shall be effective, and no removal of any Bank shall be effective,
for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.

     (e) Any Lender may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in any of its
Obligations. In the event of any such grant by a Lender of a participating
interest to a Participant, whether or not upon notice to the Borrower and the
Administrative Agent, the Borrower and the Administrative Agent shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement pursuant to which any
Lender may grant such a participating interest shall provide that such Lender
shall retain the sole right and responsibility to enforce the obligations of the
Borrower hereunder including, without limitation, the right to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such participation agreement may provide that such Lender will not agree to
any modification, amendment or waiver of this Agreement described in clause (i)
through (viii) of Section 9.5 without the consent of the Participant. The
Borrower agrees that each Participant shall, to the extent provided in its
participation agreement and subject to the requirements of Article 8, be
entitled to the benefits of Article 8 with respect to its participating
interest.

     (f) Any Lender may at any time assign as collateral security all or any
portion of its rights under this Agreement, including without limitation to a
Federal Reserve Bank. No such assignment shall release the transferor Lender
from its obligations hereunder.

     (g) No Participant in any Lender's Credit Exposure shall be entitled to
receive any greater payment under Section 8.3 and Section 8.6 than such Lender
would have been entitled to receive.

     Section 9.7 Collateral. Each of the Lenders represents to each Agent and
each of the other Lenders that it in good faith is not relying upon any "margin
stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

     Section 9.8 Governing Law. This Agreement shall be construed in accordance
with and governed by the law of the State of New York.

     Section 9.9 Jurisdiction; Consent to Service of Process.

     (a) Each party hereto hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York City,
and any appellate court from any



                                       57
<PAGE>

thereof, in any action or proceeding arising out of or relating to the Loan
Documents, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that, to the extent
permitted by applicable law, all claims in respect of any such action or
proceeding may be heard and determined in such New York State court or, to the
extent permitted by applicable law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that any Agent or any Lender may otherwise have to bring any action or
proceeding relating to the Loan Documents against the Borrower, or any of its
property, in the courts of any jurisdiction.

     (b) Each party hereto hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to the Loan Documents in any court referred to in
paragraph (a) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

     (c) Each party hereto irrevocably consents to service of process in the
manner provided for notices in Section 9.1. Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other
manner permitted by law.

     Section 9.10 Jury Trial.

     EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THE LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     Section 9.11 Counterparts; Integration. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. This
Agreement constitutes the entire agreement and understanding among the parties
hereto and supersedes any and all prior agreements and understandings, oral or
written, relating to the subject matter hereof.

     Section 9.12 Judgment Currency.

     (a) If for the purpose of obtaining judgment in any court it is necessary
to convert a sum due hereunder in one currency into another currency, the
parties hereto agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at



                                       58
<PAGE>

which in accordance with normal banking procedures the Administrative Agent
could purchase the first currency with such other currency in the city in which
it normally conducts its foreign exchange operation for the first currency on
the Business Day preceding the day on which final judgment is given.

     (b) The obligation of the Borrower in respect of any sum due from it to any
Lender hereunder shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the "Agreement
Currency"), be discharged only to the extent that on the Business Day following
receipt by such Lender of any sum adjudged to be so due in the Judgment Currency
such Lender may in accordance with normal banking procedures purchase the
Agreement Currency with the Judgment Currency; if the amount of Agreement
Currency so purchased is less than the sum originally due to such Lender in the
Agreement Currency, the Borrower agrees notwithstanding any such judgment to
indemnify such Lender against such loss, and if the amount of the Agreement
Currency so purchased exceeds the sum originally due to any Lender, such Lender
agrees to remit to the Borrower such excess.

     Section 9.13 Patriot Act. Each Lender and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "Patriot Act"), it is required to
obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to
identify the Borrower in accordance with the Patriot Act.




                                       59
<PAGE>



                            MEADWESTVACO CORPORATION
                                CREDIT AGREEMENT




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

                                  MEADWESTVACO CORPORATION



                                  By:
                                       Title:

                                       Address:     One High Ridge Park
                                                    Stamford, Connecticut  06905
                                       Facsimile:   (203) 461-7988



<PAGE>



Commitment:                  THE BANK OF NEW YORK, as a Bank, as an
$88,000,000                  Issuing Bank and as the Administrative Agent


                             By:
                             Title:



                                Address:   One Wall Street, 22nd Floor
                                           New York, New York 10286
                                           Attention: Kenneth P. Sneider, Jr.
                                Facsimile: (212) 635-1480

                                           with a copy to

                                Address:   One Wall Street, 18th Floor
                                           New York, New York 10286
                                           Attention: Susan Baratta
                                Facsimile: (212) 635-6365, 6366 or 6367



<PAGE>



Commitment:                  JPMORGAN CHASE BANK, NATIONAL
$88,000,000                  ASSOCIATION, as a Bank, as an Issuing Bank
                             and as a Syndication Agent


                             By:
                             Title:





<PAGE>


Commitment:                  CITIBANK, N.A., as a Bank, as an Issuing Bank
$88,000,000                  and as a Syndication Agent


                             By:
                             Title:





<PAGE>



Commitment:                  BANK OF AMERICA, N.A., as a Bank, as an
$84,000,000                  Issuing Bank and as a Documentation Agent


                             By:
                             Title:





<PAGE>



Commitment:                  BARCLAYS BANK PLC, as a Bank, as an
$84,000,000                  Issuing Bank and as a Documentation Agent


                             By:
                             Title:





<PAGE>



Commitment:                  BANK OF TOKYO-MITSUBISHI TRUST
$70,000,000                  COMPANY, as a Bank and as a Managing Agent


                             By:
                             Title:

<PAGE>


Commitment:                  ING CAPITAL LLC, as a Bank and as a
$70,000,000                  Managing Agent


                             By:
                             Title:





<PAGE>



                             UBS AG, STAMFORD BRANCH, as Managing Agent


                             By:
                             Title:



                             By:
                             Title:





<PAGE>



Commitment:                  UBS LOAN FINANCE, LLC
$70,000,000

                             By:
                             Title:



                             By:
                             Title:

<PAGE>


Commitment:                  WACHOVIA BANK, NATIONAL
$70,000,000                  ASSOCIATION, as a Bank and as a
                             Managing Agent


                             By:
                             Title:

<PAGE>



Commitment:                  COMMERZBANK AG, NEW YORK AND
$47,000,000                  GRAND CAYMAN BRANCHES, as a Bank and as a Co-Agent



                             By:
                             Title:



                             By:
                             Title:









<PAGE>



Commitment:                  SUMITOMO MITSUI BANKING
$47,000,000                  CORPORATION, as a Bank and as a Co-Agent


                             By:
                             Title:




<PAGE>



Commitment:                  SUNTRUST BANK, as a Bank and as a Co-Agent
$47,000,000


                             By:
                             Title:









<PAGE>



Commitment:                  WILLIAM STREET COMMITMENT
$47,000,000                  CORPORATION, as a Bank and as a Co-Agent


                             By:
                             Title:




<PAGE>



Commitment:                  THE NORTHERN TRUST COMPANY
$40,000,000

                             By:
                             Title:









<PAGE>



Commitment:                  THE BANK OF NOVA SCOTIA
$30,000,000

                             By:
                             Title:









<PAGE>



Commitment:                  THE ROYAL BANK OF SCOTLAND, PLC
$30,000,000

                             By:
                             Title: