<PAGE>

                                                                    Exhibit 10.4






                             SENIOR NOTE AGREEMENT

                                    between

                       THE BRANIGAR ORGANIZATION, INC.,

                                 as Borrower,

                                      and

                             PURE PARTNERS, L.P.,

                                   as Lender

                   Dated as of the 31st day of January, 2001
<PAGE>

                             SENIOR NOTE AGREEMENT

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                              <C>
ARTICLE 1 INTERPRETATION........................................................................................  1
------------------------

   1.1      Definitions.........................................................................................  1
   ---      -----------
   1.2      Headings............................................................................................  7
   ---      --------
   1.3      Subdivisions........................................................................................  7
   ---      ------------
   1.4      Number..............................................................................................  8
   ---      ------
   1.5      Statutes, Regulations, and Rules....................................................................  8
   ---      --------------------------------
   1.6      Monetary References.................................................................................  8
   ---      -------------------
   1.7      Time................................................................................................  8
   ---      ----
   1.8      Governing Law.......................................................................................  8
   ---      -------------
   1.9      Successors and Assigns..............................................................................  8
   ---      ----------------------
   1.10     Waiver..............................................................................................  8
   ----     ------
   1.11     Severability........................................................................................  8
   ----     ------------

ARTICLE 2 THE TERM CREDIT FACILITY..............................................................................  8
----------------------------------

   2.1      Term Credit Facility; Disbursements.................................................................  8
   ---      -----------------------------------
   2.2      Note................................................................................................  9
   ---      ----

ARTICLE 3 INTEREST..............................................................................................  9
------------------

   3.1      Rate................................................................................................  9
   ---      ----
   3.2      Net Payments........................................................................................ 10
   ---      ------------
   3.3      General Payment Procedures.......................................................................... 11
   ---      --------------------------

ARTICLE 4 MATURITY; PREPAYMENT; REPURCHASE...................................................................... 11
------------------------------------------

   4.1      Final Maturity...................................................................................... 11
   ---      --------------
   4.2      Voluntary Prepayment................................................................................ 11
   ---      --------------------
   4.3      Mandatory Prepayments............................................................................... 11
   ---      ---------------------
   4.4      Mandatory Repurchase................................................................................ 11
   ---      --------------------

ARTICLE 5 REPRESENTATIONS AND WARRANTIES........................................................................ 12
----------------------------------------

   5.1      Representations and Warranties...................................................................... 12
   ---      ------------------------------

ARTICLE 6 COVENANTS............................................................................................. 13
-------------------

   6.1      Covenants........................................................................................... 13
   ---      ---------

ARTICLE 7 EVENTS OF DEFAULT..................................................................................... 15
---------------------------

   7.1      Events of Default................................................................................... 15
   ---      -----------------
   7.2      Acceleration........................................................................................ 16
   ---      ------------
   7.3      Waivers............................................................................................. 17
   ---      -------
   7.4      Remedies Cumulative................................................................................. 17
   ---      -------------------
</TABLE>

                                      -i-

<PAGE>

                             SENIOR NOTE AGREEMENT

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<S>                                                                                                              <C>
ARTICLE 8 ASSIGNMENT............................................................................................ 17
--------------------
   8.1      Legend.............................................................................................. 17
   ---
   8.2      Assignment of Interests............................................................................. 18
   ---      -----------------------
   8.3      No Active Trading................................................................................... 18
   ---      -----------------

ARTICLE 9 MISCELLANEOUS......................................................................................... 19
-----------------------

   9.1      Notices............................................................................................. 19
   ---      -------
   9.2      No Partnership, Joint Venture or Agency............................................................. 20
   ---      ---------------------------------------
   9.3      Further Assurances.................................................................................. 20
   ---      ------------------
   9.4      Waiver of Laws...................................................................................... 20
   ---      --------------
   9.5      Interest Rate Limitations........................................................................... 20
   ---      -------------------------
   9.6      Counterparts........................................................................................ 21
   ---      ------------
   9.7      Whole Agreement..................................................................................... 21
   ---      ---------------
   9.8      Application of Proceeds............................................................................. 21
   ---      -----------------------
   9.9      Agreed Jurisdiction; Service of Process............................................................. 21
   ---      ---------------------------------------
   9.10     Waiver of Jury Trial................................................................................ 22
   ----     --------------------
   9.11     Appointment for Service of Process.................................................................. 22
   ----     ----------------------------------
   9.12     Benefits and Burdens of this Agreement.............................................................. 22
   ----     --------------------------------------
   9.13     Amendment........................................................................................... 22
   ----     ---------
</TABLE>



Schedule A - Form of Promissory Note

Schedule B - Form of Guaranty

                                     -ii-
<PAGE>

                             SENIOR NOTE AGREEMENT

         THIS SENIOR NOTE AGREEMENT dated January 31, 2001 (this Agreement), is
 by and between The Branigar Organization, Inc., an Illinois corporation
 (Borrower), and Pure Partners, L.P., a Delaware limited partnership (Lender).

         In consideration of the covenants and agreements between the Parties
contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:

                                   ARTICLE 1
                                INTERPRETATION

         1.1   Definitions. Capitalized words and phrases used in this
Agreement, including the Schedules, and in all notices expressed to be made
pursuant to this Agreement, unless there is something in the subject matter or
context inconsistent therewith, shall have the following meanings:

         1934 Act has the meaning assigned to such term in Section 8.3.

         Adjustment Event means the occurrence of any event that requires an
         adjustment to the Capital Accounts of all Partners or the Carrying
         Value of all Partnership Properties pursuant to Section 3.1(c)(i) or
         (ii) of the Partnership Agreement (or would require such an adjustment
         but for the final sentence of such Section 3.1(c)(ii)).

         Adverse Change in Law has the meaning assigned to such term in the
         Partnership Agreement.

         Affiliate means, in relation to any Person, another Person directly or
         indirectly controlling, controlled by, or under common control with
         such Person.

         Agreement means this Senior Note Agreement, inclusive of all Schedules,
         and as amended, confirmed, replaced or restated from time to time and
         "hereto," "hereof," "herein," "hereby," "hereunder," and similar
         expressions mean and refer to this Agreement and, unless the context
         otherwise requires, not to any particular Article, Section, paragraph,
         or other subdivision of this Agreement.

         Applicable Rate means, with respect to each Interest Period, the Base
         Rate; provided that (a) the Applicable Rate shall be the New Rate under
               --------
         the circumstances described in, and for the period specified in,
         Section 3.1(c), (b) in respect of any principal of or (to the fullest
         extent permitted under applicable law) interest on the Loans or any
         other amount payable by Borrower under this Agreement or the Note that
         is not paid when due

                                      -1-
<PAGE>

         (whether at stated maturity, by acceleration or otherwise), the
         "Applicable Rate" will be 2% per annum above the Base Rate or any
         applicable New Rate, and (c) in no event shall the Applicable Rate
         exceed the Maximum Rate, if any.

         Assignment has the meaning assigned to such term in Section 8.2.

         Auction Rate Mechanism has the meaning assigned to such term in Section
         3.1(c).

         Ba1 Index Rate means, as of any date of determination with respect to
         any issue of Guarantor's long-term unsecured senior debt, the
         week-ending interest rate (as of the close of the last Business Day of
         each week) preceding such date of an interest rate index that is a
         proxy for or a compilation of senior unsecured debt instruments with an
         equivalent term of an issuer or issuers who are United States
         industrial companies having a credit rating of Ba1 by Moody's on its or
         their long-term unsecured senior debt. Such interest rate index will be
         determined by accessing the appropriate index as reported by the
         Bloomberg Professional Service (or any successor service selected by
         the Lender in the event that such service ceases to publish such rate).
         As of the Effective Date, such rate will be determined by accessing the
         screen entitled "FMCI" for Fair Market Curve Indices. If such index
         does not report on debt instruments with remaining terms that are
         within one year of the term of such issue of Guarantor's long-term
         senior unsecured debt, then the rate for an equivalent term shall be
         interpolated by Lender, in accordance with standard financial practice,
         from the rates for the terms that are so reported.

         Base Index Rate means, as of any date of determination, the arithmetic
         average of the week-ending interest rates (as of the close of the last
         Business Day of each week) for the 84 months preceding such date of an
         interest rate index that is a proxy for or a compilation of senior
         unsecured debt instruments with a remaining term of approximately ten
         years of an issuer or issuers who are United States industrial
         companies having the same Credit Rating as Guarantor on such date. Such
         interest rate index will be determined by accessing the appropriate
         index as reported by the Bloomberg Professional Service (or any
         successor service selected by the Lender in the event that such service
         ceases to publish such rate). As of the Effective Date, such rate will
         be determined by accessing the screen entitled "FMCI" for Fair Market
         Curve Indices.

         Base Rate means, for any Interest Period, an interest rate per annum
         equal to the Base Index Rate as most recently determined prior to the
         first day of such Interest Period.

         Business Day means any day not a Saturday, Sunday, or legal holiday in
         the State of New York and on which banks are open for business in New
         York City.

                                      -2-
<PAGE>

         Capital Accounts has the meaning assigned to such term in the
         Partnership Agreement.

         Carrying Value has the meaning assigned to such term in the Partnership
         Agreement.

         Charges has the meaning assigned to such term in Section 9.5.

         Code has the meaning assigned to such term in the Partnership
         Agreement.

         Commitment has the meaning assigned to such term in Section 2.1.

         Contribution Agreement means that certain Contribution Agreement, dated
         as of January 31, 2001, by and among Pure Resources I, Inc., PK I,
         L.P., PK II, L.P., PK III, L.P., PK IV, L.P., IP Petroleum Company,
         Inc., Southland Energy Company, International Paper Realty Corporation,
         Transtates Properties Incorporated, and Lender.

         Contribution Value has the meaning assigned to such term in the
         Contribution Agreement.

         control means, with respect to a Person, the possession, directly or
         indirectly, through one or more intermediaries, by any Person or group
         (within the meaning of Section 13(d)(3) of the 1934 Act) of the power
         to direct or cause the direction of the management or policies of such
         Person, whether through the ability to exercise voting power, by
         contract, or otherwise. The terms controlling and controlled by shall
         have their respective correlative meanings.

         Credit Rating means, with respect to the Person in question, the rating
         by S&P and Moody's on such Person's long-term unsecured senior debt.
         Such rating shall be the joint rating given to such Person by both S&P
         and Moody's (e.g., A- from S&P and A3 from Moody's, or BBB from S&P and
         Baa2 from Moody's); provided that, in the event of a split rating by
                             --------
         S&P and Moody's (e.g., BBB from S&P and Baa3 from Moody's) then such
         Person's Credit Rating shall be the lower of the two ratings (unless
         the magnitude of such split is of two or more rating levels, in which
         event such Person's Credit Rating shall be the average of such two
         rating levels, rounded down as needed).

         Day means each and every day including, without limitation, holidays
         and days on which banks, governments or other entities are not open for
         business.

         Disbursement has the meaning assigned to such term in Section 2.1.

         Dollars, U.S. Dollars, U.S.$, or $ each means such currency of the
         United States of America which, as at the time of payment or
         determination, is legal tender therein for the payment of public or
         private debts.

                                      -3-
<PAGE>

         Effective Date means the date hereof or (if different) the day on which
         the first Loan is actually advanced under Section 2.1.

         Event of Default has the meaning assigned to such term in Section 7.1.

         Funded Debt means indebtedness owing under bonds, debentures or notes
         and any other indebtedness for borrowed money.

         Governmental Authority means, for any country, such country and its
         government and any state, municipal, or federal ministry, department,
         political subdivision, instrumentality, agency, corporation, or
         commission, court, or tribunal under the direct or indirect control of
         such country.

         Guaranty means the Guaranty Agreement, dated as of the date hereof and
         substantially in the form attached hereto as Schedule B, made by
                                                      ----------
         Guarantor for the benefit of Lender.

         Guarantor means International Paper Company, a New York corporation,
         and its successors and assigns under the Guaranty.

         Guarantor Default has the meaning assigned to such term in the
         Guaranty.

         Interest Period means (a) the period commencing on (but not including)
         the date hereof and ending on and including March 31, 2001, and (b)
         thereafter, each Quarter; provided that the last Interest Period
                                   --------
         commencing prior to the Maturity Date shall end on and include the
         Maturity Date.

         Involuntary Bankruptcy means, with respect to any Person, without the
         consent or acquiescence of such Person, the entering of an order for
         relief or approving a petition for relief or reorganization or any
         other petition seeking any reorganization, arrangement, composition,
         readjustment, liquidation, dissolution or other similar relief under
         any present or future bankruptcy, insolvency or similar applicable law,
         or the filing of any such petition against such Person, that shall not
         be dismissed or stayed within 60 days, or, without the consent or
         acquiescence of such Person, the entering of an order appointing a
         trustee, custodian, receiver or liquidator of such Person or of all or
         any substantial part of the property of such Person that shall not be
         dismissed or stayed within 60 days.

         Loans has the meaning assigned to such term in Section 2.1.

         Margin Stock means "Margin Stock" within the meaning of Regulations T,
         U, and X of the Federal Reserve Board of the United States.

                                      -4-
<PAGE>

         Master Offset Agreement means that certain Master Offset Agreement,
         dated as of January 31, 2001, by and among IP Petroleum Company, Inc.,
         Southland Energy Company, Borrower, and Lender.

         Maturity Date means January 31, 2041.

         Maximum Rate means, on any date, the maximum non-usurious rate of
         interest that Lender is permitted under applicable law to contract
         with, charge to, or receive from Borrower with respect to the Loans.

         Moody's means Moody's Investors Service, Inc. or its successors.

         Negative Ratings Event means the occurrence of any of the following:

                  (i)      Guarantor receives a credit rating by S&P of lower
         than BBB- for any of Guarantor's long-term unsecured senior debt;

                  (ii)     Guarantor receives a credit rating by Moody's of
         lower than Baa3 for any of Guarantor's long-term unsecured senior debt;

                  (iii)    Guarantor both (a) has a credit rating by S&P of BBB-
         for any of Guarantor's long-term unsecured senior debt and a credit
         rating of Baa3 by Moody's for any of Guarantor's long-term unsecured
         senior debt, and (b) is placed on negative credit watch, negative
         outlook, or the equivalent thereof by both S&P and Moody's;

                  (iv)     Guarantor's credit rating for long-term unsecured
         senior debt ceases to be rated by both Moody's and S&P; or

                  (v)      any issue of Guarantor's long-term unsecured senior
         debt in an aggregate original face amount of $100,000,000 or more is
         priced for seven or more consecutive Business Days at a yield-to-worst
         that exceeds the applicable Ba1 Index Rate by twenty-five one-hundreds
         of one percent (25 basis points) or more, with such yield being
         determined by the average of the bid and ask yields for such issue as
         obtained by Lender from three banks of recognized national standing.
         (To the extent that any such issue has a put feature in favor of the
         holders thereof that materially affects the yield thereof in comparison
         to issues of similar stated terms, such issue shall be disregarded for
         the purposes of this subparagraph (v).)

         New Rate has the meaning assigned to such term in Section 3.1(c).

         Note means the promissory note executed and delivered by Borrower
         payable to Lender and substantially in the form of Schedule A hereto.
                                                            ----------

                                      -5-
<PAGE>

         Obligations means, at any particular time, all of the then
         indebtedness, liabilities and obligations, absolute or contingent,
         direct or indirect, matured or unmatured, liquidated or unliquidated,
         of Borrower to Lender arising under the Loans or created by reason of
         or in respect of this Agreement.

         Partners has the meaning assigned to such term in the Partnership
         Agreement.

         Partnership Agreement means the Amended and Restated Agreement of
         Limited Partnership of Pure Partners, L.P., dated January 31, 2001,
         among Pure Resources I, Inc., IP Petroleum Company, Inc., Southland
         Energy Company, PK I, L.P., PK II, L.P., PK III, L.P., International
         Paper Realty Corporation, Transtates Properties Incorporated, and PK
         IV, L.P.

         Partnership Properties has the meaning assigned to such term in the
         Partnership Agreement.

         Party means each, individually, and Parties means all, collectively, of
         Borrower and Lender.

         Person means any natural person, firm, association, trust, corporation,
         partnership, limited liability company, other entity, or Governmental
         Authority.

         Pure Parties has the meaning assigned to such term in the Contribution
         Agreement.

         Put Event means the occurrence of any of the following:

                  (i)      any Negative Ratings Event;

                  (ii)     Borrower ceases to be an Affiliate of Guarantor or of
         any "Class A Limited Partner" as defined in the Partnership Agreement;
         or

                  (iii)    any Adverse Change in Law.

         Put Notice has the meaning assigned to such term in Section 4.4.

         Put Price has the meaning assigned to such term in Section 4.4.

         Qualified Note has the meaning assigned to such term in the Partnership
         Agreement.

                                      -6-
<PAGE>

         Quarter means any consecutive period of three calendar months
         consisting of January 1st through March 31st, April 1st through June
         30th, July 1st through September 30th, or October 1st through December
         31st.

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

         Taxes means all taxes of any kind or nature whatsoever including,
         without limitation, income taxes, levies, imposts, stamp taxes,
         royalties, duties, charges to tax, value added taxes, commodity taxes,
         goods and services taxes, and all fees, deductions, compulsory loans,
         withholdings, and restrictions or conditions resulting in a charge
         imposed, levied, collected, withheld, or assessed as of the Effective
         Date or at any time thereafter by any governmental or
         quasi-governmental authority of or within any jurisdiction whatsoever
         having power to tax, together with penalties, fines, additions to tax,
         and interest thereon and any installments in respect thereof (but
         excluding any taxes calculated on the net income or on the capital of
         Lender and imposed on Lender pursuant to the income tax laws of the
         jurisdiction where Lender's principal or lending office is located),
         and the term Tax means any one of such Taxes.

         Voluntary Bankruptcy means, with respect to any Person, (a)(i) the
         inability of such Person generally to pay its debts as such debts
         become due, (ii) the failure of such Person generally to pay its debts
         as such debts become due, or (iii) an admission in writing by such
         Person of its inability to pay its debts generally or a general
         assignment by such Person for the benefit of creditors; (b) the filing
         of any petition by such Person seeking to adjudicate it a bankrupt or
         an insolvent, or seeking for itself any liquidation, winding up,
         reorganization, arrangement, adjustment, protection, relief, or
         composition of such Person or its debts under any applicable law
         relating to bankruptcy, insolvency or reorganization or relief of
         debtors, or seeking, consenting to, or acquiescing in the entry of an
         order for relief or the appointment of a receiver, trustee, custodian
         or other similar official for such Person or for any substantial part
         of its property or the filing of an answer or other pleading admitting
         or failing to contest the allegations of a petition filed against it in
         any proceeding of the foregoing nature; or (c) action taken by such
         Person to authorize any of the actions set forth above.

         Year means a 12 month period from any date.

         1.2   Headings. Headings and the table of contents in this Agreement
are inserted for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.

         1.3   Subdivisions. Unless otherwise stated, reference herein to a
Schedule or to an Article, Section, paragraph or other subdivision is a
reference to such Schedule to this Agreement or such Article, Section, paragraph
or other subdivision of this Agreement.

                                      -7-
<PAGE>

         1.4   Number. Wherever the context so requires, a term used herein
importing the singular number shall also include the plural and vice versa.

         1.5   Statutes, Regulations, and Rules. Any reference in this Agreement
to all or any section or paragraph or any other subdivision of any statute,
regulation or rule shall, unless otherwise expressly stated, be a reference to
that statue, regulation or rule or the relevant section or paragraph or other
subdivision thereof, as amended, substituted, replaced or re-enacted from time
to time.

         1.6   Monetary References.  Whenever an amount of money is referred to
herein, such amount shall, unless otherwise expressly stated, be in U.S.
Dollars.

         1.7   Time.  Time shall be of the essence of this Agreement.

         1.8   Governing  Law. This Agreement and the rights and duties of the
Parties arising out of this Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

         1.9   Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the Parties and their respective successors and
permitted assigns.

         1.10  Waiver. The failure of a Party to take any steps in exercising
any right in respect of the breach or non-fulfillment of any provision of this
Agreement shall not operate as a waiver of that right, breach or provision nor
shall any single or partial exercise of any right preclude any other or future
exercise of that right or the exercise of any other right, whether in law, in
equity or otherwise.

         1.11  Severability. If any portion of this Agreement or the application
thereof to any circumstances shall be held invalid or unenforceable to an extent
that does not affect the operation of this Agreement in a fundamental way, the
remainder of the provision in question, or its application to any circumstance
other than that to which it has been held invalid or unenforceable, and the
remainder of this Agreement shall not be affected thereby and shall be valid and
enforceable to the fullest extent permitted by law.

                                   ARTICLE 2
                           THE TERM CREDIT FACILITY

         2.1   Term Credit Facility; Disbursements. Subject to the terms and
conditions hereof, Lender hereby agrees to make loans (the Loans) to Borrower in
the aggregate principal amount of not more than Two Hundred Seventy Million
Dollars ($270,000,000) (the Commitment). The Loans shall be disbursed in
multiple disbursements (each, a Disbursement).

                                      -8-
<PAGE>

The first Disbursement shall be in an amount equal to ONE HUNDRED EIGHTY-EIGHT
MILLION THIRTY-NINE THOUSAND ONE HUNDRED SEVENTY-THREE Dollars ($188,039,173)
and shall be made on the Effective Date. Each subsequent Disbursement shall be
made on the date that is not more than two Business Days after any date (after
the Effective Date) on which the Contribution Value is increased pursuant to,
and one or more of the Pure Parties makes the contribution(s) to Lender required
by, Section 4.08 or 11.05(b) of the Contribution Agreement, and such
Disbursement shall be in an amount equal to such contributed amount; provided
                                                                     --------
that in no event shall the aggregate principal amount of the Disbursements
exceed the Commitment. Once repaid, the Loans may not be re-borrowed.

         2.2   Note. Borrower's obligation to pay the principal of, and interest
on, the Loans shall be evidenced by a single Note. The Note shall be executed by
Borrower, be payable to Lender, be in a stated principal amount equal to the
Commitment, mature on the Maturity Date, bear interest as provided in Section
3.1 and be entitled to the benefits of this Agreement. Lender is hereby
authorized by Borrower to endorse on the schedule attached to the Note the
amount of each Disbursement and of each payment of principal received by Lender
on account of the Loans, which endorsement, in the absence of manifest error,
shall be conclusive as to the outstanding principal balance of the Loans;
provided, however, that the failure to make such endorsement with respect to any
--------  -------
Loan or payment shall not limit or otherwise affect the obligations of Borrower
under this Agreement or the Note.

                                   ARTICLE 3
                                   INTEREST

         3.1   Rate.

         (a)   The unpaid principal amount of the Loans shall bear interest from
the Effective Date until maturity (whether by acceleration or otherwise) at a
rate per annum equal to the Applicable Rate. Overdue principal and, to the
extent permitted by applicable law, overdue interest in respect of the Loans and
any other overdue amount payable by Borrower under this Agreement or the Note
shall bear interest at a rate per annum equal to the Applicable Rate. With
respect to each Disbursement, interest shall accrue from (but not including) the
date of such Disbursement to and including the date of any repayment thereof and
shall be payable quarterly in arrears on the last calendar day of each Interest
Period, or if such day is not a Business Day, on the next following Business
Day, commencing April 2, 2001, and ending on the Maturity Date. Interest shall
be calculated on the basis of a Year of 360 days comprised of four 90 day
Quarters.

         (b)   Lender shall determine the initial Applicable Rate using the Base
Rate determined as of the close of business on the Effective Date. The
Applicable Rate, as calculated by Lender, shall be adjusted on the last day of
each Interest Period for the following Interest Period.

                                      -9-
<PAGE>

         (c)   Upon the occurrence of an Adjustment Event, either Borrower or
Lender may elect, by written notice to the other Party (an Auction Rate Notice),
to cause an adjustment to the Applicable Rate pursuant to an auction rate
mechanism (the Auction Rate Mechanism) to ensure that the Note is valued at par.
Pursuant to the Auction Rate Mechanism, not later than five Business Days after
the date of the Auction Rate Notice, (i) each Party will separately identify a
bank of recognized national standing, and (ii) the Parties shall jointly
identify a third bank of recognized national standing, for purposes of revaluing
the Note. If the Parties are unable to agree on the third bank, the banks
separately identified by the Parties will identify the third bank not later than
ten Business Days after the date of the Auction Rate Notice. Not later than 30
days after date of the Auction Rate Notice, each bank will identify the interest
rate that it believes will cause the Note to be valued at par. The interest
rates obtained from the banks will be averaged, and the average interest rate
obtained therefrom will be used to determine the interest rate necessary to
cause the Note to be valued at par (the New Rate). The Applicable Rate shall
thereafter be the New Rate for the remainder of the then current Interest
Period, after which the Applicable Rate shall once again be determined by
reference to the Base Rate; provided, however, that if a Liquidation (as defined
                            --------  -------
in the Partnership Agreement) of Lender, a redemption of all of the Partnership
Interests (as defined in the Partnership Agreement) of the Class A Limited
Partners (as defined in the Partnership Agreement), or a redemption of all of
the Partnership Interests of the General Partner (as defined in the Partnership
Agreement) and the Class B Limited Partners (as defined in the Partnership
Agreement) occurs or is to occur in connection with such Adjustment Event, such
banks will, at the option of either Borrower or Lender, continue to determine
another New Rate to take effect at the beginning of each Interest Period
thereafter until Borrower and Lender (or the successor holder of the Note
following such redemption or liquidation) agree otherwise. The cost of the
Auction Rate Mechanism shall be borne equally by the Parties.

         3.2   Net Payments. All payments by Borrower under this Agreement or
the Note shall be made free and clear of, and without deduction for, any offsets
or counterclaims or any Taxes, except to the extent that (i) Borrower is
required by law to make payment subject to any Taxes or (ii) an offset is
required under the terms of the Master Offset Agreement. If any Tax or amounts
in respect of Tax must be deducted from any amounts payable or paid by Borrower
under this Agreement or the Notes, Borrower shall pay such additional amounts as
may be necessary to ensure that Lender receives a net amount equal to the full
amount which it would have received had payment not been made subject to any
Tax; provided, however, that Borrower shall not be obliged to pay such
     --------  -------
additional amounts where Lender has not furnished to Borrower the appropriate
forms or certificates, if applicable, to eliminate or reduce such deduction for
Taxes, in which circumstances Borrower shall only be obligated to pay such
amount to Lender as would have resulted in receipt by Lender of the full amount
specified herein if there had been, as the case may be, no or a lesser deduction
or withholding as aforesaid. Lender shall provide all assistance reasonably
requested by Borrower to obtain any exemptions and or credits available to it as
a result of the making of such payment. Lender will endeavor as far as
reasonably practical to ensure that, should any additional amount as referred to
in this section be recovered in whole

                                     -10-
<PAGE>

or in part (whether through credit offset deduction or otherwise), it will
reimburse Borrower to the extent of the amount so recovered.

         3.3   General Payment Procedures. Borrower will make each payment which
it owes hereunder or under the Note not later than 1:00 p.m., New York time, on
the date such payment becomes due and payable, in lawful money of the United
States of America, without set-off (except to the extent any offset is required
under the Master Offset Agreement), deduction or counterclaim, and in
immediately available funds. Any payment received by Lender after such time will
be deemed to have been made on the next following Business Day. Amounts
collected or received by Lender shall be applied in accordance with Section 9.8.

                                   ARTICLE 4
                       MATURITY; PREPAYMENT; REPURCHASE

         4.1   Final Maturity. All Obligations, including without limitation all
principal, interest, fees or other amounts owing to Lender hereunder (subject to
earlier repayment by reason of acceleration) shall in any event be due and
payable on the Maturity Date.

         4.2   Voluntary Prepayment. Borrower may, upon at least five Business
Days' prior written notice to Lender stating the proposed date and the aggregate
principal amount of the prepayment, and if such notice is given Borrower shall,
prepay the outstanding principal balance of the Loans, in whole but not in part.

         4.3   Mandatory Prepayments.

         (a)   Not later than two Business Days' following the receipt by
Borrower of written notice from Lender that (i) an amount is to be distributed
to any of the Pure Parties pursuant to Section 5.2(c) of the Partnership
Agreement or (ii) the Contribution Value is decreased pursuant to Section
11.05(b) of the Contribution Agreement, Borrower shall prepay the outstanding
principal balance of the Loans in an amount equal to such notified amount and
shall also pay all accrued and unpaid interest on the principal so prepaid.

         (b)   Borrower shall prepay 100% of the outstanding principal balance
of the Loans, together with all accrued and unpaid interest thereon, prior to
any Voluntary Bankruptcy with respect to Borrower or Guarantor.

         4.4   Mandatory Repurchase. Upon the occurrence of any Put Event,
Lender shall have the unconditional right to sell the Note to Borrower, and upon
exercise of such right by Lender Borrower shall have the unconditional
obligation to repurchase the Note from Lender, for a price (the Put Price) equal
to the sum of (a) 100% of the outstanding principal balance of the Note plus (b)
                                                                        ----
all accrued and unpaid interest thereon and all other amounts then due and owing
hereunder and under the Note (all to be determined as of the time of such sale
and

                                     -11-
<PAGE>

purchase). Such right of Lender shall exist, with respect to each Put Event,
during the period beginning on the occurrence of such Put Event and ending 60
days after Borrower gives written notice of such Put Event to Lender in
compliance with Sections 6.1(b) and 9.1, expressly stating in such notice that a
Put Event has occurred. To exercise such right, Lender shall give written notice
to Borrower (a Put Notice) of Lender's intention to exercise such right,
specifying in such Put Notice the date on which such sale and purchase shall
occur. Such date shall be at least four Business Days after the date on which
such Put Notice is given. On such date, Borrower shall pay the full amount of
the Put Price to Lender in immediately available funds, without setoff or
counterclaim. Upon receipt of such payment, Lender shall endorse and deliver the
Note to Borrower or to Borrower's designee, without recourse, representation or
warranty.

                                   ARTICLE 5
                        REPRESENTATIONS AND WARRANTIES

         5.1   Representations and Warranties.  Borrower hereby represents and
warrants to Lender that as of the Effective Date:

         (a)   it has been duly organized and is validly existing under the laws
               of Illinois and is duly qualified and authorized to do business
               where it is required to be so qualified, except where the failure
               to be so qualified would not have a material adverse effect upon
               the financial condition, operations, or business of Borrower;

         (b)   it has full power and authority to enter into and perform its
               obligations under this Agreement and the Note and to carry on its
               business as currently conducted;

         (c)   the execution, delivery, and performance of this Agreement and
               the Note have been duly authorized by all necessary action on the
               part of Borrower;

         (d)   this Agreement and the Note have been duly executed and delivered
               by Borrower and constitute the legal, valid, and binding
               obligations of Borrower enforceable against Borrower in
               accordance with their terms, except as the enforceability thereof
               may be limited by (i) applicable bankruptcy, insolvency,
               moratorium, or other similar laws affecting the enforcement of
               creditors' rights generally, and (ii) the application of general
               principles of equity;

         (e)   Borrower's execution, delivery, and performance of this Agreement
               do not (i) conflict with or contravene or constitute a default
               under: (A) the articles of incorporation and by-laws of Borrower;
               (B) any material agreement or instrument to which Borrower is a
               party or by which it or its properties is bound; or (C) any law,
               regulation, judgment, order, license or permit applicable to
               Borrower; or (ii) result in, or require, the creation or
               imposition of any Lien of any nature upon or with respect to any
               of the properties owned by Borrower;

                                     -12-
<PAGE>

         (f)   no event or circumstance has occurred and is continuing that
               constitutes, or with notification or with the lapse of time or
               otherwise would constitute, an Event of Default;

         (g)   no authorization, consent, approval, license or formal exemption
               from, nor any filing, declaration or registration with, any
               court, governmental agency or regulatory authority is required in
               connection with execution, delivery and performance by Borrower
               of this Agreement and the Note (except for such authorizations,
               consents, approvals, licenses, exemptions, filings, declarations
               or registrations, if any, which have been duly obtained or made
               and that are in full force and effect);

         (h)   it is not an "investment company" or a company "controlled" by an
               "investment company" within the meaning of the Investment Company
               Act of 1940;

         (i)   neither it nor any of its Affiliates is subject to, or not exempt
               from, regulation as a "public utility company," an "electric
               utility company," a "public utility holding company," a "holding
               company," a "subsidiary company," or an "affiliate" of any of any
               of the foregoing, as such terms are defined in the Public Utility
               Holding Company Act of 1935; and

         (j)   it is not engaged principally, or as one of its primary
               activities, in the business of extending credit for the purpose,
               whether immediate, incidental, or ultimate, of buying or carrying
               Margin Stock, and no part of the proceeds of any extension of
               credit under this Agreement or the Note will be used to buy or
               carry any Margin Stock.

                                   ARTICLE 6
                                   COVENANTS

         6.1   Covenants.  While any amount under the Loans is outstanding or
available to Borrower, Borrower covenants with Lender that:

         (a)   Payment and Performance. Borrower shall pay duly and punctually
               -----------------------
               all sums of money due by it hereunder and shall perform all other
               obligations on its part to be performed under the terms of this
               Agreement and the Note at the times and places and in the manner
               provided for herein and therein.

         (b)   Notices. Borrower shall provide prompt notice to Lender of (i)
               -------
               the occurrence of any Event of Default or any event or
               circumstances which, with notification or with the lapse of time
               or otherwise, would constitute an Event of Default, (ii) the

                                     -13-
<PAGE>

               occurrence of any Put Event, (iii) any change by S&P or Moody's
               in their credit rating for Guarantor's long term unsecured debt,
               or the placement of Guarantor on negative credit watch, negative
               outlook, or the equivalent thereof by S&P or Moody's, and (iv)
               the occurrence of any material adverse change in the financial
               condition of Borrower or in its ability to pay interest or
               principal on the Note in accordance with the terms of this
               Agreement and the Note.

         (c)   Maintenance of Books and Records. Borrower shall keep proper and
               --------------------------------
               adequate records and books of account in which true and complete
               entries will be made in a manner consistent with past practice
               and, upon the request of Lender, make the same available for
               confidential inspection by Lender and its employees at all
               reasonable times.

         (d)   Year End Financial Statements. Borrower shall furnish to Lender
               -----------------------------
               within 120 days of the end of each calendar year (i) a copy of
               Borrower's unaudited financial statements, together with the
               notes thereto, and (ii) a copy of Guarantor's audited financial
               statements, together with the notes thereto.

         (e)   Further Assurances. Borrower shall, within 30 days after notice
               ------------------
               thereof from Lender, do all such further acts and things and
               execute and deliver all such further documents as shall be
               reasonably requested by Lender in order to ensure that each
               provision hereof is and continues to be a valid and binding
               obligation of Borrower.

         (f)   Existence. Except as provided in subsection 6.1(g) below,
               ---------
               Borrower will preserve and maintain its corporate existence and
               its good standing in its state of incorporation and the state of
               its chief executive office and principal place of business.

         (g)   Merger.  Borrower will not merge, amalgamate, or consolidate with
               ------
               or into any other Person (with a sale or other transfer of
               substantially all of Borrower's assets being deemed a merger of
               Borrower into the transferee) unless (i) the survivor is a United
               States corporation, partnership, or business trust that has its
               chief executive office or principal place of business located in
               a jurisdiction in the United States, (ii) the survivor expressly
               assumes, by an amendment hereto in form and substance
               satisfactory to Lender, the due and timely payment and
               performance of all Obligations and Guarantor expressly ratifies
               the Guaranty and confirms that it continues to apply to the
               Obligations and is in full force and effect, and (iii)
               immediately after giving effect to such transaction, there exists
               no Event of Default and no event or circumstances which, with
               notification or with the lapse of time or otherwise, would
               constitute an Event of Default.

                                     -14-
<PAGE>

         (h)      Ranking. The indebtedness of Borrower under this Agreement and
                  -------
                  the Note does rank and will rank in priority of payment pari
                  passu to all other unsecured and unsubordinated indebtedness
                  of Borrower.

                                   ARTICLE 7
                               EVENTS OF DEFAULT

         7.1      Events of Default.  Each of the following events shall
constitute an Event of Default:

         (a)      Failure to Pay Principal or Interest. If Borrower defaults in
                  ------------------------------------
                  the due and punctual payment of any principal or interest
                  owing on the Note as and when the same becomes due and
                  payable, whether at maturity or otherwise, and such default
                  continues for a period of five Business Days.

         (b)      Failure to Repurchase  Note. If Borrower fails to repurchase
                  ---------------------------
                  the Note in accordance with Section 4.4, and such failure
                  continues for a period of one Business Day.

         (c)      Other Non-Payment. If Borrower defaults in the due and
                  -----------------
                  punctual payment of any amounts owing hereunder (other than
                  amounts referred to in paragraphs (a) and (b) above) as and
                  when such amounts become due and payable and such default
                  continues for a period of 30 calendar days after notice is
                  given to Borrower by Lender specifying such default and
                  requiring it to be remedied.

         (d)      Failure to Give Notices. If Borrower fails to give to Lender
                  -----------------------
                  any notice required under Section 6.1(b)(i), (ii), or (iii),
                  and such failure continues for five Business Days after such
                  occurrence.

         (e)      Representations. If any representations or warranty on the
                  ---------------
                  part of Borrower contained in this Agreement or of Guarantor
                  contained in the Guaranty shall prove to have been incorrect
                  in any material respect when made.

         (f)      Breach of Covenants. Other than for the Events of Default set
                  -------------------
                  out in paragraphs (a), (b), (c), and (d) above, if Borrower
                  defaults in any material respect in the performance or
                  observance of any of its covenants set forth in Article 6, or
                  any other obligation of Borrower hereunder, and such default
                  remains unremedied for a period of 30 days after notice is
                  given to Borrower by Lender specifying such default and
                  requiring it to be remedied.

         (g)      Bankruptcy.  If a Voluntary Bankruptcy or an Involuntary
                  ----------
                  Bankruptcy shall occur with respect to Borrower.

                                     -15-
<PAGE>

         (h)      Invalidity; Unenforceability. If this Agreement or the Note
                  ----------------------------
                  shall be held in any judicial proceeding to be unenforceable
                  or invalid or shall cease for any reason to be in full force
                  and effect or Borrower or any Person acting on behalf of
                  Borrower shall deny or disaffirm its obligations under this
                  Agreement or the Note (other than by reason of termination of
                  this Agreement).

         (i)      Guarantor Default.  If a Guarantor Default shall occur.
                  -----------------

         (j)      Adverse Judgment. If a final judgment or judgments for the
                  ----------------
                  payment of money in excess of $100,000,000 in the aggregate
                  shall be rendered by a court or courts against Borrower and
                  the same shall not be discharged (or provision shall not be
                  made for such discharge), or a stay of execution thereof shall
                  not be procured, within 30 days from the date of entry thereof
                  and Borrower shall not, within such period of 30 days, or such
                  longer period during which execution of the same shall have
                  been stayed, appeal therefrom and cause the execution thereof
                  to be stayed during such appeal.

         (k)      ERISA Event. If Borrower shall become obligated to make one or
                  -----------
                  more payments in excess of $100,000,000 in the aggregate to
                  one or more employee benefit plans or other plans subject to
                  Title IV of the Employee Retirement Income Security Act of
                  1974 or to the Pension Benefit Guaranty Corporation (or its
                  successor), collectively, which amount is not paid within 30
                  days after payment thereof is required.

         (l)      Default on Funded Debt.  If Borrower shall (i) fail to pay any
                  ----------------------
                  principal of or premium or interest on any Funded Debt which
                  is outstanding in the principal amount of at least
                  $100,000,000 in the aggregate when the same becomes due and
                  payable (whether by scheduled maturity, required prepayment,
                  acceleration, demand or otherwise), and such failure shall
                  continue after the applicable grace period specified in the
                  agreement or instrument relating to such Funded Debt (or, if
                  no grace period is applicable thereto, such failure shall
                  continue for a period of five consecutive Business Days), or
                  (ii) suffer any event to occur or condition to exist under any
                  agreement or instrument relating to any such Funded Debt that
                  in substance is customarily considered a default in loan
                  documents (in each case, other than a failure to pay that is
                  specified in clause (i) of this paragraph (l)) and the effect
                  of such event is to cause such Funded Debt to become due, or
                  to be prepaid in full (whether by redemption, purchase, or
                  otherwise), prior to its stated maturity.

         7.2      Acceleration. For so long as any Event of Default exists and
is continuing, Lender may by written notice to Borrower, declare all Obligations
(whether matured or

                                     -16-
<PAGE>

unmatured) of Borrower outstanding to Lender hereunder and under the Note to be
immediately due and payable without further demand, presentation, protest, or
other notice of any kind, all of which are expressly waived by Borrower;
provided that, upon the occurrence of an Event of Default specified in Section
--------
7.1(g), all Obligations (whether matured or unmatured) of Borrower outstanding
to Lender hereunder and under the Note shall automatically become due and
payable, in each case without any requirement that notice be given to Borrower.
In such event, Borrower shall immediately pay to Lender all amounts owing or
payable in respect of the Obligations, failing which all rights and remedies of
Lender under this Agreement and the Note shall thereupon become enforceable.

         7.3   Waivers.  Any Event of Default may be waived by Lender, but only
in a signed writing.

         7.4   Remedies Cumulative. It is expressly understood and agreed that
the rights and remedies of Lender under this Agreement and the Note are
cumulative and are in addition to and not in substitution for any rights or
remedies provided by law; and single or partial exercise by Lender of any right
or remedy for a default or breach of any term, covenant, condition or agreement
therein contained shall not be deemed to be a waiver of or to alter, affect or
prejudice any other right or remedy or other rights or remedies to which Lender
may be lawfully entitled for the same default or breach, and any waiver by
Lender of the strict observance, performance or compliance with any term,
covenant, condition or agreement therein contained, and any indulgence granted
thereby, shall be deemed not to be a waiver of any subsequent default.

                                   ARTICLE 8
                                  ASSIGNMENT

         8.1   Legend.  The Note, or any other interest created under this
Agreement, shall bear the following legend:

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS.
         NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
         REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR
         OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
         SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT. EXCEPT AS PROVIDED IN SECTION 8.2
         OF THAT CERTAIN SENIOR NOTE AGREEMENT BETWEEN BORROWER AND LENDER DATED
         AS OF JANUARY 31, 2001, THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE
         HEREOF AGREES TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY ONLY
         (A) TO THE ISSUER OF THIS SECURITY OR AN

                                     -17-
<PAGE>

         AFFILIATE OF THE ISSUER, OR (B) PURSUANT TO AN APPLICABLE EXEMPTION
         FROM REGISTRATION UNDER THE SECURITIES ACT.

         8.2   Assignment of Interests. So long as no Event of Default exists
and is continuing, this Agreement, the Note, and any other interest created
under this Agreement shall not be assigned, transferred, pledged, syndicated,
hypothecated, or traded, in whole or in part, directly or indirectly (each, an
Assignment), by Lender or the holder of the Note to any Person other than
Borrower or an Affiliate of Borrower; provided that any distribution of the Note
                                      --------
(or of any interest therein) by Lender to any Partner of Lender, whether upon a
redemption of any such Partner, the liquidation of Lender, or otherwise in
accordance with the terms of the Partnership Agreement shall not be prohibited
hereby. Any assignment by Borrower of its obligations hereunder will not relieve
Borrower from any of its obligations hereunder without the prior written consent
of the holder of the Note.

         8.3   No Active Trading.  Under no circumstances may the Note or any
interests therein be "actively traded" within the meaning of Section 1092(d)(1)
of the Internal Revenue Code of 1986. Without limiting the generality of the
foregoing, neither the Note nor any interests therein may be listed on:

         (a)   A national securities exchange that is registered under Section 6
               of the Securities Exchange Act of 1934 (the 1934 Act),

         (b)   An interdealer quotation system sponsored by a national
               securities association registered under section 15A of the 1934
               Act;

         (c)   A domestic board of trade designated as a contract market by the
               Commodities Futures Trading Commission;

         (d)   A foreign securities exchange or board of trade that satisfies
               analogous regulatory requirements under the law of the
               jurisdiction in which it is organized (such as the London
               International Financial Futures Exchange, the Marche a Terme
               International de France, the International Stock Exchange of the
               United Kingdom and the Republic of Ireland, Limited, the
               Frankfurt Stock Exchange or the Tokyo Stock Exchange);

         (e)   An interbank market;

         (f)   An interdealer market, which is any market that is characterized
               by a system of general circulation (including a computer listing
               disseminated by subscribing brokers, dealers or traders) that
               provides a reasonable basis to determine fair market value by
               disseminating either recent price quotations (including rates,
               yields or other pricing information) of one or more identified
               brokers, dealers or

                                     -18-
<PAGE>

                  traders or actual prices (including rates, yields or other
                  pricing information) of recent transactions; or

         (g)      A debt market, which is any market on which price quotations
                  are readily available with respect to a debt instrument if
                  price quotations for the instrument are readily available from
                  brokers, dealers or traders.

Any listing of the Note or any interest therein prohibited above, or any
transfer of the Note or an interest therein pursuant to such a listing, shall be
null, void and of no legal effect whatsoever.

                                   ARTICLE 9
                                 MISCELLANEOUS

         9.1      Notices. Unless otherwise provided hereunder, any notice,
consent, determination, demand or other communication required or permitted to
be given or made hereunder, shall be in writing and shall be sufficiently given
or made if:

         (a)      delivered at the relevant address set forth below (by hand
                  delivery, courier service or registered or certified United
                  States mail); or

         (b)      telecopied or sent by other means of recorded electronic
                  communication; and

                  if to Lender, addressed to:

                           Pure Partners, L.P.
                           500 West Illinois
                           Midland, Texas  79701
                           Attention: Vice President, Accounting and Controller
                           Fax: (905) 687-4023

                  if to Borrower, addressed to:

                           The Branigar Organization, Inc.
                           c/o International Paper Company
                           Corporate Secretary
                           Two Manhattanville Road
                           Purchase, New York  10577
                           Fax:  (914) 397-1919

                                     -19-
<PAGE>

                  with a copy to:

                           International Paper Company
                           6600 LBJ Freeway, Suite 200
                           Dallas, Texas 75240
                           Attention: Legal Department
                           Fax No.: (972) 934-4529


Any notice or other communication so given or made shall be deemed to have been
given or made on the same day and to have been received on the day of delivery
if delivered as aforesaid or on the day of receipt of same by telecopy or other
recorded means of electronic communication, as the case may be, provided such
Day is a Business Day and that such notice is received by the Person notified
prior to 5:00 p.m. local time in the place of the Person receiving the notice
and, if such day is not a Business Day or if notice is received by the Person
notified after 5:00 p.m. local time in the place of the Person receiving the
notice, on the first Business Day thereafter. Each Party may change its address
and telecopier number for purposes of this Section 9.1 by written notice, given
in the manner provided in this Section 9.1 to the other Party and such change
shall be effective upon the date the notice shall be deemed to be received
pursuant to the provisions of this Section 9.1.

         9.2   No Partnership, Joint Venture or Agency. The Parties agree that
nothing contained in this Agreement nor the conduct of any Party under this
Agreement shall in any manner whatsoever constitute or be intended to constitute
any Party as the representative or fiduciary of any other Party or constitute or
be intended to constitute a partnership or joint venture among the Parties or
any of them but rather each Party shall be separately responsible, liable and
accountable for its own obligations under this Agreement, or any conduct arising
therefrom and for all claims, demands, actions and causes of action arising
therefrom. The Parties hereto agree that, as a consequence of entering into and
performing this Agreement and the Note, no Party shall have the authority or
represent that it has, or hold itself out as having, the authority to act for or
assume any obligation or responsibility on behalf of any other Party, save and
except as may be expressly provided for in this Agreement.

         9.3   Further Assurances. Each of the Parties shall, from time to time,
at its own cost and expense, execute or cause to be executed all such further
documents and do or cause to be done all things which are necessary to give
effect to the provisions of this Agreement.

         9.4   Waiver of Laws. To the extent legally permissible, Borrower
hereby irrevocably and absolutely waives the provisions of the statutes of any
applicable jurisdiction which may be inconsistent at any time with the
enforcement of this Agreement in accordance with its terms.

         9.5   Interest Rate Limitations. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with
all fees, charges and other

                                     -20-
<PAGE>

amounts which are treated as interest on such Loan under applicable law
(collectively the Charges), shall exceed the Maximum Rate, the rate of interest
payable in respect of such Loan hereunder and under the Note, together with all
Charges payable in respect thereof, shall be limited to the Maximum Rate and, to
the extent lawful, the interest and Charges that would have been payable in
respect of such Loan but were not payable as a result of the operation of this
Section shall be cumulated and the interest and Charges payable to Lender in
respect of other Loans or periods shall be increased (but not above the Maximum
Rate therefor) until such cumulated amount shall have been received by Lender.

         9.6   Counterparts. This Agreement may be executed in any number of
counterparts and by different Parties in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument. This Agreement and any
notice, waiver or other document delivered hereunder (other than the Note) may
be executed by any Party by a facsimile or telecopied signature, which for all
purposes shall be deemed to be the same as an original signature.

         9.7   Whole Agreement. This Agreement, together with the Note,
constitutes the whole and entire agreement between the Parties and cancels and
supersedes any prior agreements, undertakings, declarations, representations and
warranties, written or verbal, in respect of the subject matter of this
Agreement.

         9.8   Application of Proceeds. Except as otherwise agreed to by Lender
in its sole discretion and as otherwise expressly provided hereunder, all
payments made by or on behalf of Borrower pursuant to this Agreement shall be
applied in the following order with the balance remaining after application in
respect of each category to be applied to the next succeeding category:

         (a)   in payment of any amounts due and payable as and by way of
               interest including any interest on overdue amounts;

         (b)   in payment of any other amounts payable hereunder;

         (c)   in payment of any outstanding principal amount; and

         (d)   in prepayment of the remaining outstanding principal amount.

         9.9   Agreed Jurisdiction; Service of Process. Any action or proceeding
seeking to enforce any provision of, or based on any right arising out of, this
Agreement may be brought against any of the Parties in the courts of the State
of New York, or, if it has or can acquire jurisdiction, in the United States
District Court for the Southern District of New York, and each of the Parties
consents and irrevocably submits to the non-exclusive jurisdiction of such
courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any

                                     -21-
<PAGE>

objection to venue laid therein. Process in any action or proceeding referred to
in the preceding sentence may be served on any Party anywhere in the world.

         9.10  Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO
THE EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

         9.11  Appointment for Service of Process. Borrower hereby irrevocably
designates, appoints, and empowers CT Corporation System, whose present address
is 1633 Broadway, New York, New York 10019, as its authorized agent to receive,
for and on behalf of Borrower and its property, service of process in the State
of New York when and as such actions or proceedings may be brought in the courts
of the State of New York or of the United States of America for the Southern
District of New York, and such service of process shall be deemed completed upon
the date of delivery thereof to such agent whether or not such agent gives
notice thereof to Borrower, or, if later, upon the earliest of any other date
permitted by applicable law. It is understood that a copy of said process served
on such agent will as soon as practicable be forwarded by the indemnitees to
Borrower at its address set forth below, but the failure of Borrower to receive
such copy shall not affect in any way the service of said process on said agent
as the agent of Borrower.

         9.12  Benefits and Burdens of this Agreement. This Agreement shall
benefit and be binding on the Parties, their respective successors and any
permitted assignee or transferee of some or all of a Party's rights or
obligations under this Agreement. Any reference in this Agreement to any Party
shall be construed accordingly.

         9.13  Amendment. Except as otherwise set forth in Section 3.1(c), this
Agreement may not be amended without the prior written consent of both Parties.
Notwithstanding the foregoing, in the event that Borrower has determined that
this Agreement or the Note constitutes a marketable security under Section
731(c) of the Code (or any successor section or provision thereof) due to a
modification, interpretation, or clarification of the Code or the regulations
promulgated thereunder, Borrower may, in its sole discretion, request that
Lender, and upon receipt of such notice Lender shall, consent to amend or modify
the provisions of this Agreement and the Note to the extent necessary to avoid
such status as a marketable security (as reasonably determined by Borrower);
provided, however, that Lender shall not be required to consent to such
--------  -------
requested amendment or modification if such amendment or modification: (i) will
cause the Note to no longer satisfy the requirements for a Qualified Note, (ii)
will reduce the rate of interest on the Note, or (iii) otherwise could
reasonably be expected to have a material adverse effect upon Lender or any of
the Pure Parties.

                     [Signature Pages Begin on Next Page.]

                                     -22-
<PAGE>

IN WITNESS HEREOF the Parties have executed this Agreement as of the Effective
Date.

                                    THE BRANIGAR ORGANIZATION, INC.


                                    By: /s/ ROBERT A. KRISCUNAS
                                        --------------------------------------
                                    Name:  Robert A. Kriscunas
                                    Title:  Agent and Attorney-in-Fact


                               Signature Page 1
                           to Senior Note Agreement
<PAGE>

                                    PURE PARTNERS, L.P.,

                                    By:  Pure Resources I, Inc.,
                                             its General Partner


                                    By: /s/ JACK HIGHTOWER
                                       -------------------
                                    Name:  Jack Hightower
                                    Title:  President


                               Signature Page 2
                           to Senior Note Agreement
<PAGE>

                                 Schedule A to
                         Senior Note Agreement between
               The Branigar Organization, Inc., as Borrower, and
                        Pure Partners, L.P., as Lender,
                   dated as of the 31st day of January, 2001

                            FORM OF PROMISSORY NOTE
                            -----------------------

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXCEPT AS
PROVIDED IN SECTION 8.2 OF THAT CERTAIN SENIOR NOTE AGREEMENT BETWEEN BORROWER
AND LENDER DATED AS OF JANUARY 31, 2001, THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY
ONLY (A) TO THE ISSUER OF THIS SECURITY OR AN AFFILIATE OF THE ISSUER, OR (B)
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

                                                                  Houston, Texas
U.S. $270,000,000                                               January 31, 2001


         FOR VALUE RECEIVED, THE BRANIGAR ORGANIZATION, INC., an Illinois
corporation (Borrower), hereby promises to pay to the order of Pure Partners,
L.P., a Delaware limited partnership (Lender), on or before the Maturity Date
the principal sum of Two Hundred Seventy Million Dollars ($270,000,000) or such
lesser amount as shall equal the aggregate unpaid principal amount of all Loans
made to Borrower by Lender pursuant to the terms and conditions of that certain
Senior Note Agreement between Borrower and Lender, dated as of even date
herewith (as from time to time amended or supplemented, the Agreement), in
lawful money of the United States of America in immediately available funds to
an account in Lender's name at a bank in New York, New York designated in
writing by Lender, on the dates and in the principal amounts provided in the
Agreement.

         Borrower also promises to pay interest on the unpaid principal amount
of the Loans in like money to said account from the date the Loans are made
until paid at the rate as determined in the Agreement on the dates provided in
Section 3.1 of the Agreement.

                                       1
<PAGE>

         This Note is the "Note" referenced in the Agreement and is entitled to
the benefits of the Agreement. Except as otherwise provided in the Agreement,
this Note is not subject to voluntary prepayment, in whole or in part.
Capitalized terms used in this Note without definition shall have the meanings
set forth in the Agreement for such terms.

         In case an Event of Default shall occur and be continuing, the
principal of and accrued interest on this Note may be declared to be due and
payable in the manner and with the effect provided in the Agreement.

         Except as otherwise provided in the Agreement, Borrower hereby waives
presentment, demand, protest or notice of any kind in connection with this Note.

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

                                   THE BRANIGAR ORGANIZATION, INC.


                                   By:______________________________________
                                        Name:_______________________________
                                        Title:______________________________

                                       2

<PAGE>

                      ADVANCES AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                                                      Amount of
                                                   Principal Paid        Unpaid Balance          Notation
            Date            Amount of Advance         or Prepaid            Balance               Made By
            ----            -----------------         ----------            -------               -------
<S>                         <C>                    <C>                   <C>                     <C>
</TABLE>

                                       1
<PAGE>

                                  Schedule B to
                          Senior Note Agreement between
                The Branigar Organization, Inc., as Borrower, and
                         Pure Partners, L.P., as Lender,
                   dated as of the 31st day of January, 2001

                               FORM OF GUARANTY
                               ----------------

                              GUARANTY AGREEMENT
                              ------------------

     This Guaranty Agreement (this "Guaranty") is made as of the 31st day of
January, 2001, by International Paper Company, a New York corporation (together
with any successors or assigns permitted hereunder, "Guarantor"), to Pure
Partners, L.P., a Delaware limited partnership (together with its successors and
assigns, "Beneficiary"). Terms not defined herein shall have the meanings
assigned to them in the Note Agreement (as defined below).

                             W I T N E S S E T H:

     A.   As of the date hereof, The Branigar Organization, Inc., an Illinois
corporation (together with its successors and assigns, "Borrower"), and
Beneficiary entered into a Senior Note Agreement dated of even date herewith (as
amended, supplemented, or otherwise modified from time to time, the "Note
Agreement").

     B.   The Note Agreement requires that Guarantor execute and deliver this
Guaranty as a condition to Beneficiary's obligations to consummate the
transactions contemplated thereby.

     C.   Borrower is an Affiliate of Guarantor, and Guarantor has concluded
that it will directly or indirectly derive substantial benefit from the
transactions contemplated by the Note Agreement.

     NOW THEREFORE, in consideration of Beneficiary entering into the Note
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Guarantor hereby covenants and
agrees as follows:

                                       1
<PAGE>

                                   ARTICLE 1
                                   ---------

                                 General Terms
                                 -------------

     Section 1.1  Terms Defined Above. As used in this Guaranty, the terms
                  -------------------
"Beneficiary", "Borrower", "Guarantor", "Guaranty" and "Note Agreement" have the
meanings indicated above.

     Section 1.2  Certain Definitions. As used in this Guaranty, the
                  -------------------
following terms shall have the following meanings, unless the context otherwise
requires (terms defined in the singular shall have the same meanings when used
in the plural and vice versa):
                  ---- -----

     "Default" shall mean any condition or event that constitutes an Event of
     Default under the Note Agreement or that would, with the giving of notice
     or the passing of time, or both, constitute such an Event of Default.

     "Guarantor Default" and "Guarantor Credit Agreement" shall have the
     meanings given to such terms in Section 4.2.

     "Liabilities" shall mean (a) any and all indebtedness, obligations and
     liabilities of Borrower pursuant to the Note Agreement, including without
     limitation the unpaid principal of and interest on the Note and any
     interest accruing subsequent to the filing of a petition or other action
     concerning bankruptcy or other similar proceeding and any amounts to be
     paid to purchase the Note under Section 4.4 of the Note Agreement; and (b)
     all renewals, rearrangements, increases, extensions for any period,
     amendments, supplements or reissues in whole or in part of the Note or the
     Note Agreement.

     "Note" shall mean the promissory note in the stated principal amount of
     $270,000,000 that is delivered by Borrower to Beneficiary pursuant to the
     Note Agreement, and all other promissory notes issued in renewal,
     extension, reissuance, increase, or exchange thereof or therefor and all
     supplements and amendments thereto.

     Section 1.3  Note Agreement Definitions. Unless otherwise defined herein,
                  --------------------------
all terms beginning with a capital letter which are defined in the Note
Agreement and not otherwise defined herein shall have the same meanings herein
as therein.

                                   ARTICLE 2
                                   ---------

                                 The Guaranty
                                 ------------

     Section 2.1  Liabilities  Guaranteed.  Guarantor hereby irrevocably and
                  -----------------------
unconditionally  guarantees the prompt payment of the Liabilities when due,
whether at maturity or otherwise.

                                       2
<PAGE>

     Section 2.2  Nature of Guaranty.
                  ------------------

          (a)     This Guaranty is an absolute, irrevocable, complete, and
continuing guaranty of payment and not a guaranty of collection, and no notice
of the Liabilities or any extension of credit already or hereafter contracted by
or extended to Borrower need be given to Guarantor. This Guaranty may not be
revoked by Guarantor and shall continue to be effective with respect to
Liabilities arising or created after any attempted revocation by Guarantor and
shall remain in full force and effect until the Liabilities are paid in full and
the Commitment is terminated, notwithstanding that from time to time prior
thereto no Liabilities may be outstanding. Borrower and Beneficiary may modify,
alter, rearrange, or extend the Liabilities for any period and/or renew the
Liabilities from time to time, and Beneficiary may waive any Events of Default
or Defaults without notice to Guarantor, and in such event Guarantor will remain
fully bound hereunder with respect to the Liabilities. This Guaranty shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment of the Liabilities is rescinded or must otherwise be returned by
Beneficiary upon the insolvency, bankruptcy or reorganization of Borrower or
otherwise, all as though such payment had not been made. This Guaranty may be
enforced by Beneficiary and any subsequent holder of any of the Liabilities and
shall not be discharged by the assignment or negotiation of all or part of the
Liabilities. Guarantor hereby expressly waives presentment, demand, notice of
non-payment, protest and notice of protest and dishonor, notice of Default or
Event of Default, notice of intent to accelerate the maturity and notice of
acceleration of the maturity and any other notice in connection with the
Liabilities, and also notice of acceptance of this Guaranty, acceptance on the
part of Beneficiary being conclusively presumed by Beneficiary's request for
this Guaranty and delivery of the same to Beneficiary.

          (b)     Guarantor's liability under this Guaranty in respect of
the Liabilities shall be and is specifically limited to payments expressly
required to be made under the Note and the Note Agreement (even if such payments
are deemed to be damages) and, except to the extent specifically provided herein
or in the Note or the Note Agreement, in no event shall Guarantor be subject
hereunder to consequential, exemplary, equitable, loss of profits, punitive,
tort, or any other damages, costs, or attorneys' fees.

     Section 2.3  Beneficiary's Rights. Guarantor authorizes Beneficiary,
                  --------------------
without notice or demand and without affecting Guarantor's liability hereunder,
to receive and hold security for the payment of this Guaranty and/or the
Liabilities, and exchange, enforce, waive and release any such security; and to
apply such security and direct the order or manner of sale thereof as
Beneficiary in its discretion may determine; and to obtain a guaranty of the
Liabilities from any one or more Persons and at any time or times to enforce,
waive, rearrange, modify, limit or release any of such other Persons from their
obligations under such guaranties.

     Section 2.4  Guarantor's Waivers.
                  -------------------

          (a)     General. Guarantor waives any right to require Beneficiary
                  -------
to (i) proceed against Borrower or any other Person liable on the Liabilities,
(ii) enforce any of its rights against

                                       3
<PAGE>

any other guarantor of the Liabilities, (iii) proceed or enforce any of its
rights against or exhaust any security given to secure the Liabilities, (iv)
have Borrower joined with Guarantor in any suit arising out of this Guaranty
and/or the Liabilities, or (v) pursue any other remedy in Beneficiary's powers
whatsoever. Beneficiary shall not be required to mitigate damages or take any
action to reduce, collect or enforce the Liabilities. Guarantor waives any
defense arising by reason of any disability, lack of corporate authority or
power, or other defense of Borrower or any other guarantor of the Liabilities,
and shall remain liable hereon regardless of whether Borrower or any other
guarantor be found not liable thereon for any reason. Whether and when to
exercise any of the remedies of Beneficiary under the Note Agreement shall be in
the sole and absolute discretion of Beneficiary, and no delay by Beneficiary in
enforcing any remedy, including delay in conducting a foreclosure sale, shall be
a defense to Guarantor's liability under this Guaranty. To the extent allowed by
applicable law, Guarantor hereby waives any good faith duty on the part of
Beneficiary in exercising any remedies provided in the Note Agreement or the
Note.

          (b)     Subrogation. Until the Liabilities have been paid in full,
                  -----------
Guarantor waives all rights of subrogation or reimbursement against Borrower,
whether arising by contract or operation of law (including, without limitation,
any such right arising under any federal or state bankruptcy or insolvency laws)
and waives any right to enforce any remedy which Beneficiary now have or may
hereafter have against Borrower, and waives any benefit or any right to
participate in any security now or hereafter held by Beneficiary.

     Section 2.5  Maturity of Liabilities; Payment. Guarantor agrees that if
                  --------------------------------
the maturity of any of the Liabilities is accelerated by bankruptcy or
otherwise, such maturity shall also be deemed accelerated for the purpose of
this Guaranty without demand or notice to Guarantor. Guarantor will, forthwith
upon notice from Beneficiary of Borrower's failure to pay any Liabilities
following such acceleration, pay to Beneficiary the amount due and unpaid by
Borrower and guaranteed hereby. The failure of Beneficiary to give this notice
shall not in any way release Guarantor hereunder.

     Section 2.6  Beneficiary's Expenses. If Guarantor fails to pay the
                  ----------------------
Liabilities after notice from Beneficiary of Borrower's failure to pay any
Liabilities at maturity, and if Beneficiary obtains the services of an attorney
for collection of amounts owing by Guarantor hereunder, or obtaining advice of
counsel in respect of any of its rights under this Guaranty, or if suit is filed
to enforce this Guaranty, or if proceedings are had in any bankruptcy, probate,
receivership or other judicial proceedings for the establishment or collection
of any amount owing by Guarantor hereunder, or if any amount owing by Guarantor
hereunder is collected through such proceedings, Guarantor agrees to pay to
Beneficiary its reasonable attorneys' fees.

     Section 2.7  Liability.  It is expressly  agreed that the  liability of
                  ---------
Guarantor  for the payment of the  Liabilities guaranteed hereby shall be
primary and not secondary.

     Section 2.8  Events and Circumstances Not Reducing or Discharging
                  ----------------------------------------------------
Guarantor's Obligations. Guarantor hereby consents and agrees to each of the
-----------------------
following to the fullest extent

                                       4
<PAGE>

permitted by applicable law, and agrees that Guarantor's obligations under this
Guaranty shall not be released, diminished, impaired, reduced or adversely
affected by any of the following, and waives any rights (including without
limitation rights to notice) which Guarantor might otherwise have as a result of
or in connection with any of the following:

                  (a)  Modifications, etc. Any renewal, extension, modification,
                       ------------------
         increase, decrease, alteration or rearrangement of all or any part of
         the Liabilities, or of the Note, the Note Agreement or any instrument
         executed in connection therewith, or any contract or understanding
         between Borrower and Beneficiary, or any other Person, pertaining to
         the Liabilities;

                  (b)  Adjustment,  etc. Any  adjustment,  indulgence,
                       ----------------
         forbearance or compromise that might be granted or given by Beneficiary
         to Borrower or Guarantor or any Person liable on the Liabilities;

                  (c)  Condition of Borrower or Guarantor. The insolvency,
                       ----------------------------------
         bankruptcy arrangement, adjustment, composition, liquidation,
         disability, dissolution, death or lack of power of Borrower or
         Guarantor or any other Person at any time liable for the payment of all
         or part of the Liabilities; or any dissolution of Borrower or
         Guarantor, or any sale, lease or transfer of any or all of the assets
         of Borrower or Guarantor, or any changes in the shareholders, partners,
         or members of Borrower or Guarantor; or any reorganization of Borrower
         or Guarantor;

                  (d)  Invalidity of Liabilities. The invalidity, illegality or
                       -------------------------
         unenforceability of all or any part of the Liabilities, or any document
         or agreement executed in connection with the Liabilities, for any
         reason whatsoever, including without limitation the fact that the
         Liabilities, or any part thereof, exceed the amount permitted by
         applicable law, the act of creating the Liabilities or any part thereof
         is ultra vires, the officers or representatives executing the documents
            ----- -----
         or otherwise creating the Liabilities acted in excess of their
         authority, the Liabilities violate applicable usury laws, Borrower has
         valid defenses, claims or offsets (whether at law, in equity or by
         agreement) which render the Liabilities wholly or partially
         uncollectible from Borrower, the creation, performance or repayment of
         the Liabilities (or the execution, delivery and performance of any
         document or instrument representing part of the Liabilities or executed
         in connection with the Liabilities, or given to secure the repayment of
         the Liabilities) is illegal, uncollectible, legally impossible or
         unenforceable, or the Note Agreement or other documents or instruments
         pertaining to the Liabilities have been forged or otherwise are
         irregular or not genuine or authentic;

                  (e)  Release of Obligors. Any full or partial release of the
                       -------------------
         liability of Borrower on the Liabilities, or any part thereof, or of
         any co-guarantors or any other Person now or hereafter liable, whether
         directly or indirectly, jointly, severally, or jointly and severally,
         to pay, perform, guarantee or assure the payment of the Liabilities, or
         any part thereof, it

                                       5
<PAGE>

         being recognized, acknowledged and agreed by Guarantor that Guarantor
         may be required to pay the Liabilities in full without assistance or
         support of any other Person, and Guarantor has not been induced to
         enter into this Guaranty on the basis of a contemplation, belief,
         understanding or agreement that other parties other than Borrower will
         be liable to perform the Liabilities, or Beneficiary will look to other
         parties to perform the Liabilities;

                  (f)  Security.  The taking or accepting of any security,
                       --------
         collateral or guaranty, or other assurance of payment, for all or any
         part of the Liabilities;

                  (g)  Release of Collateral, etc. Any release, surrender,
                       --------------------------
         exchange, subordination, deterioration, waste, loss or impairment
         (including without limitation negligent, willful, unreasonable or
         unjustifiable impairment) of any collateral, property or security, at
         any time existing in connection with, or assuring or securing payment
         of, all or any part of the Liabilities;

                  (h)  Care and Diligence.  The failure of  Beneficiary or any
                       ------------------
         other Person to exercise diligence or reasonable care in the
         preservation, protection, enforcement, sale or other handling or
         treatment of all or any part of such collateral, property or security;

                  (i)  Status of Liens. The fact that any collateral, security,
                       ---------------
         security interest or lien contemplated or intended to be given, created
         or granted as security for the repayment of the Liabilities shall not
         be properly perfected or created, or shall prove to be unenforceable or
         subordinate to any other security interest or lien, it being recognized
         and agreed by Guarantor that Guarantor is not entering into this
         Guaranty in reliance on, or in contemplation of the benefits of, the
         validity, enforceability, collectibility or value of any of the
         collateral for the Liabilities;

                  (j)  Payments  Rescinded.  Any payment by Borrower to
                       -------------------
         Beneficiary is held to constitute a preference under the bankruptcy
         laws, or for any reason Beneficiary is required to refund such payment
         or pay such amount to Borrower or someone else; or

                  (k)  Other Actions Taken or Omitted. Any other action taken or
                       ------------------------------
         omitted to be taken with respect to the Note Agreement, the
         Liabilities, or the security and collateral therefor, whether or not
         such action or omission prejudices Guarantor or increases the
         likelihood that Guarantor will be required to pay the Liabilities
         pursuant to the terms hereof; it being the unambiguous and unequivocal
         intention of Guarantor that Guarantor shall be obligated to pay the
         Liabilities when due, notwithstanding any occurrence, circumstance,
         event, action, or omission whatsoever, whether contemplated or
         uncontemplated, and whether or not otherwise or particularly described
         herein, except for the full and final payment and satisfaction of the
         Liabilities.

                                       6
<PAGE>

                                   ARTICLE 3
                                   ---------

                        Representations and Warranties
                        ------------------------------

     Section 3.1  By Guarantor. In order to induce Beneficiary to accept this
                  ------------
Guaranty, Guarantor represents and warrants to Beneficiary (which
representations and warranties will survive the creation of the Liabilities and
any extension of credit under the Note) that:

          (a)     Benefit to  Guarantor.  Guarantor's  guaranty  pursuant to
                  ---------------------
     this Guaranty reasonably may be expected to benefit, directly or
     indirectly, Guarantor.

          (b)     Existence. Guarantor has been duly organized and is validly
                  ---------
     existing under the laws of New York, its chief executive office and
     principal place of business is located in New York, and it is duly
     qualified and authorized to do business where it is required to be so
     qualified, except where the failure to be so qualified would not have a
     material adverse effect upon the financial condition, operations, or
     business of Guarantor.

          (c)     Power and Authorization. Guarantor has full power and
                  -----------------------
     authority to enter into and perform its obligations under this Guaranty and
     to carry on its business as currently conducted, and the execution,
     delivery, and performance of this Guaranty have been duly authorized by all
     necessary action on the part of Guarantor.

          (d)     Binding Obligations. This Guaranty has been duly executed and
                  -------------------
     delivered by Guarantor and constitutes the legal, valid, and binding
     obligation of Guarantor, enforceable against Guarantor in accordance with
     its terms, except as the enforceability hereof may be limited by (i)
     applicable bankruptcy, insolvency, moratorium, or other similar laws
     affecting the enforcement of creditors' rights generally, and (ii) the
     application of general principles of equity.

          (e)     Governmental Approvals; No Conflicts. Guarantor's execution,
                  ------------------------------------
     delivery, and performance of this Guaranty do not (i) conflict with or
     contravene or constitute a default under: (A) the articles of incorporation
     and by-laws of Guarantor; (B) any material agreement or instrument to which
     Guarantor is a party or by which it or its properties is bound ("material"
     for the purposes of this representation meaning creating a liability of
     $100,000,000 or more); or (C) any law, regulation, judgment, order, license
     or permit applicable to Guarantor; or (ii) result in, or require, the
     creation or imposition of any lien of any nature upon or with respect to
     any of the properties owned by Guarantor.

          (f)     No Guarantor Default.  No event or circumstance has occurred
                  --------------------
     and is continuing that constitutes, or with notification or with the lapse
     of time or otherwise would constitute, a Guarantor Default.

                                       7
<PAGE>

          (g)     No Missing Governmental Consents. No authorization, consent,
                  --------------------------------
     approval, license or formal exemption from, nor any filing, declaration or
     registration with, any court, governmental agency or regulatory authority
     is required in connection with execution, delivery and performance by
     Guarantor of this Guaranty (except for such authorizations, consents,
     approvals, licenses, exemptions, filings, declarations or registrations, if
     any, which have been duly obtained or made and that are in full force and
     effect).

          (h)     Solvency. Guarantor (i) is not insolvent as of the date hereof
                  --------
     and will not be rendered insolvent as a result of this Guaranty, (ii) is
     not engaged in a business or a transaction, or about to engage in a
     business or a transaction, for which any property or assets remaining with
     such Guarantor is unreasonably small capital, and (iii) does not intend to
     incur, or believe it will incur, debts that will be beyond its ability to
     pay as such debts mature.

          (i)     Public Utility Holding Company Act. Neither Guarantor nor any
                  ----------------------------------
     of its Affiliates is subject to, or not exempt from, regulation as a
     "public utility company," an "electric utility company," a "public utility
     holding company," a "holding company," a "subsidiary company," or an
     "affiliate" of any of any of the foregoing, as such terms are defined in
     the Public Utility Holding Company Act of 1935.

     Section 3.2  No Representation by Beneficiary. Neither Beneficiary nor any
                  --------------------------------
other Person has made any representation, warranty or statement to Guarantor in
order to induce Guarantor to execute this Guaranty.

                                   ARTICLE 4
                                   ---------

                       Covenants and Guarantor Defaults
                       --------------------------------

     4.1  Covenants.  While any amount under the Loans is outstanding or
          ---------
available to Borrower, Guarantor covenants with Beneficiary that:

          (a)  Notices. Guarantor shall provide prompt notice to Beneficiary of
               -------
     (i) any change by S&P or Moody's in their credit rating for Guarantor's
     long-term unsecured senior debt or any placement of Guarantor on negative
     credit watch, negative outlook, or the equivalent thereof by S&P or
     Moody's, to the extent that Guarantor has knowledge thereof, and (ii) the
     occurrence of any material and adverse change in the financial condition of
     Guarantor or in its ability to perform hereunder.

          (b)  Financial Statements. Guarantor will make available either on
               --------------------
     "EDGAR," within the time limits required by applicable federal securities
     laws, or will otherwise transmit to Beneficiary promptly after sending or
     filing thereof (i) a copy of each of

                                       8
<PAGE>

     Guarantor's reports on Form 8-K (or any comparable form), (ii) no more than
     75 days after the end of each of the first three fiscal quarters of each of
     Guarantor's fiscal years, a copy of Guarantor's report on Form 10-Q (or any
     comparable form) for such quarter, which report will include Guarantor's
     quarterly unaudited consolidated financial statements as of the end of and
     for such quarter, and (iii) within 135 days after the end of each of
     Guarantor's fiscal year-end, a copy of Guarantor's report on Form 10-K (or
     any comparable form) for such year, which annual report will include
     Guarantor's annual audited consolidated financial statements as of the end
     of an for such year.

          (c)     Further Assurances. Guarantor shall, within 30 days after
                  ------------------
     notice thereof from Beneficiary, do all such further acts and things and
     execute and deliver all such further documents as shall be reasonably
     requested by Beneficiary in order to ensure that each provision hereof is
     and continues to be a valid and binding obligation of Guarantor.

          (d)     Existence. Except as provided in the following subsection (e),
                  ---------
     Guarantor will preserve and maintain its corporate existence and its good
     standing in its state of incorporation and the state of its chief executive
     office and principal place of business.

          (e)     Merger. Guarantor will not merge, amalgamate, or consolidate
                  ------
     with or into any other Person (with a sale or other transfer of
     substantially all of Guarantor's assets being deemed a merger of Guarantor
     into the transferee) unless (i) the survivor is a United States
     corporation, partnership, or business trust that has its chief executive
     office or principal place of business located in a jurisdiction in the
     United States, and (ii) the survivor expressly assumes, by an amendment
     hereto in form and substance satisfactory to Beneficiary, all duties and
     obligations of Guarantor under this Guaranty.

          (f)     Ranking and Equal and Ratable Security. The indebtedness of
                  --------------------------------------
     Guarantor under this Guaranty does rank and will rank in priority of
     payment pari passu to all other unsecured and unsubordinated indebtedness
     of Guarantor.

     Section 4.2  Guarantor  Defaults.  The term "Guarantor Default" shall mean
                  -------------------
the occurrence and continuance of either of the following:

          (a)     Guarantor shall fail to perform or observe any term, covenant,
     or agreement contained herein if such failure shall remain unremedied for
     30 days after the earlier of the date written notice thereof shall have
     been given to Guarantor by or on behalf of Beneficiary and the earliest
     date any executive officer of Guarantor has knowledge of such failure;

          (b)     any representation or warranty made or deemed made by
     Guarantor or any of its officers herein or in connection herewith shall
     prove to have been incorrect in any material respect when made or deemed
     made and such materiality is continuing; provided, however, that no
                                              --------  -------
     Guarantor Default shall occur pursuant to this Section 4.2(b)

                                       9
<PAGE>

     if the circumstances resulting in the incorrect representation or warranty
     can be eliminated or otherwise addressed to the reasonable satisfaction of
     Beneficiary within 30 days after delivery of a written notice of such
     incorrect representation or warranty from Beneficiary, or in the event that
     such circumstances cannot be eliminated or otherwise addressed to the
     reasonable satisfaction of Beneficiary within such 30-day period, efforts
     have been diligently commenced to eliminate such circumstances or otherwise
     address them to the reasonable satisfaction of Beneficiary and they have
     been eliminated or otherwise addressed to the reasonable satisfaction of
     Beneficiaries within 60 days after delivery of such written notice;

            (c)   if Guarantor shall (i) fail to pay any principal of or premium
     or interest on any Funded Debt which is outstanding in the principal amount
     of at least $200,000,000 in the aggregate when the same becomes due and
     payable (whether by scheduled maturity, required prepayment, acceleration,
     demand or otherwise), and such failure shall continue after the applicable
     grace period specified in the agreement or instrument relating to such
     Funded Debt (or, if no grace period is applicable thereto, such failure
     shall continue for a period of five consecutive Business Days), or (ii)
     suffer any event to occur or condition to exist under any agreement or
     instrument relating to any such Funded Debt that in substance is
     customarily considered a default in loan documents (in each case, other
     than a failure to pay that is specified in clause (i) of this paragraph
     (c)) and the effect of such event is to cause such Funded Debt to become
     due, or to be prepaid in full (whether by redemption, purchase, or
     otherwise), prior to its stated maturity; or

            (d)   if a Voluntary Bankruptcy or an Involuntary Bankruptcy shall
     occur with respect Guarantor; or

            (e)   if the Guaranty shall be held in any judicial proceeding to be
     unenforceable or invalid or shall cease for any reason to be in full force
     and effect or Guarantor, or any Person acting on behalf of Guarantor, shall
     deny or disaffirm its obligations under the Guaranty (other than by reason
     of termination of the Note Agreement).

                                   ARTICLE 5
                                   ---------

                                 Miscellaneous
                                 -------------

     Section 5.1  Successors and Assigns; No Third Party Beneficiaries. This
                  ----------------------------------------------------
Guaranty is and shall be in every particular available to the successors and
assigns of Beneficiary and is and shall always be fully binding upon the
successors and assigns of Guarantor, notwithstanding that

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<PAGE>

some or all of the monies, the repayment of which this Guaranty applies, may be
actually advanced after any bankruptcy, receivership, reorganization, or other
event affecting Guarantor. There are no third party beneficiaries to this
Guaranty.

     Section 5.2  Notices. Any notice or demand to Guarantor under or in
                  -------
connection with this Guaranty may be given and shall conclusively be deemed and
considered to have been given and received in accordance with the Note
Agreement, addressed to Guarantor at the address on the signature page hereof or
at such other address provided to Beneficiary in writing.

     Section 5.3  Construction.  This Guaranty shall be construed in accordance
                  ------------
with and governed by the laws of the State of New York.

     Section 5.4  Invalidity. In the event that any one or more of the
                  ----------
provisions contained in this Guaranty shall, for any reason, be held invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Guaranty.

     Section 5.5  Entire Agreement. This Written Guaranty Embodies the entire
                  ----------------
Agreement and understanding between Beneficiary and Guarantor with respect to
the subject matter hereof and supersedes all other agreements and understandings
between such parties relating to the subject matter hereof and thereof. This
written Guaranty represents the final agreement between the parties and may not
be contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the
parties.

      WITNESS THE EXECUTION HEREOF, as of the 31st day of January, 2001.

                                             INTERNATIONAL PAPER COMPANY

                                             By: _____________________________
                                             Name: ___________________________
                                             Title: ____________________________


                                             Address:

                                             6600 LBJ Freeway, Suite 200
                                             Dallas, Texas 75240
                                             Attention: Legal Department
                                             Fax No.: (972) 934-4529

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