<PAGE>
                                                                   EXHIBIT 10.1


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


                              BOWATER INCORPORATED

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



                                CREDIT AGREEMENT


                            Dated as of May 22, 2002


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

                                  $800,000,000

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


                              JPMORGAN CHASE BANK,
                            as Administrative Agent


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


                     SUNTRUST BANK and WACHOVIA BANK, N.A.,
              as Co-Syndication Agents and Co-Documentation Agents

                          J.P. MORGAN SECURITIES INC.,
                   as Sole Bookrunner and Sole Lead Arranger


<PAGE>


                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----

<S>                                                                                                     <C>
                                                   ARTICLE I

                                                  DEFINITIONS

SECTION 1.01.  Defined Terms...............................................................................1
SECTION 1.02.  Classification of Loans and Borrowings.....................................................21
SECTION 1.03.  Terms Generally............................................................................21
SECTION 1.04.  Accounting Terms; Determinations...........................................................21

                                                  ARTICLE II

                                                  THE CREDITS

SECTION 2.01.  The Commitments............................................................................22
SECTION 2.02.  Loans and Borrowings.......................................................................23
SECTION 2.03.  Requests for Syndicated Borrowings.........................................................24
SECTION 2.04.  Competitive Bid Procedure..................................................................25
SECTION 2.05.  Letters of Credit..........................................................................27
SECTION 2.06.  Funding of Borrowings......................................................................32
SECTION 2.07.  Interest Elections.........................................................................33
SECTION 2.08.  Termination and Reduction of the Commitments...............................................34
SECTION 2.09.  Repayment of Loans; Evidence of Debt.......................................................35
SECTION 2.10.  Prepayment of Loans........................................................................36
SECTION 2.11.  Fees.......................................................................................37
SECTION 2.12.  Interest...................................................................................39
SECTION 2.13.  Alternate Rate of Interest.................................................................39
SECTION 2.14.  Increased Costs............................................................................40
SECTION 2.15.  Break Funding Payments.....................................................................42
SECTION 2.16.  Taxes......................................................................................42
SECTION 2.17.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs................................44
SECTION 2.18.  Mitigation Obligations; Replacement of Lenders.............................................46
</TABLE>


                                      -i-
<PAGE>


<TABLE>
<S>                                                                                                       <C>
                                                  ARTICLE III

                                                   GUARANTEE

SECTION 3.01.  The Guarantee..............................................................................47
SECTION 3.02.  Obligations Unconditional..................................................................48
SECTION 3.03.  Reinstatement..............................................................................49
SECTION 3.04.  Subrogation................................................................................49
SECTION 3.05.  Remedies...................................................................................49
SECTION 3.06.  Instrument for the Payment of Money........................................................49
SECTION 3.07.  Continuing Guarantee.......................................................................49

                                                  ARTICLE IV

                                        REPRESENTATIONS AND WARRANTIES

SECTION 4.01.  Corporate Existence........................................................................50
SECTION 4.02.  Financial Condition........................................................................50
SECTION 4.03.  Litigation.................................................................................51
SECTION 4.04.  No Breach..................................................................................51
SECTION 4.05.  Action.....................................................................................51
SECTION 4.06.  Approvals..................................................................................51
SECTION 4.07.  Use of Credit..............................................................................51
SECTION 4.08.  ERISA; Canadian Plans......................................................................52
SECTION 4.09.  Taxes......................................................................................52
SECTION 4.10.  Investment Company Act.....................................................................52
SECTION 4.11.  Public Utility Holding Company Act.........................................................52
SECTION 4.12.  Material Agreements and Liens..............................................................52
SECTION 4.13.  Environmental Matters......................................................................53
SECTION 4.14.  Subsidiaries, Etc..........................................................................53
SECTION 4.15.  True and Complete Disclosure...............................................................54

                                                   ARTICLE V

                                                  CONDITIONS

SECTION 5.01.  Effective Date.............................................................................54
SECTION 5.02.  Initial Extension of Credit to Subsidiary Borrowers........................................56
SECTION 5.03.  Each Credit Event..........................................................................56
</TABLE>


                                     -ii-
<PAGE>


<TABLE>
<S>                                                                                                       <C>
                                                  ARTICLE VI

                                             AFFIRMATIVE COVENANTS

SECTION 6.01.  Financial Statements and Other Information.................................................57
SECTION 6.02.  Litigation.................................................................................59
SECTION 6.03.  Existence, Etc.............................................................................60
SECTION 6.04.  Insurance..................................................................................60
SECTION 6.05.  Use of Proceeds and Letters of Credit......................................................60

                                                  ARTICLE VII

                                              NEGATIVE COVENANTS

SECTION 7.01.  Prohibition of Fundamental Changes.........................................................61
SECTION 7.02.  Limitation on Liens........................................................................62
SECTION 7.03.  Indebtedness...............................................................................64
SECTION 7.04.  Consolidated Net Worth.....................................................................64
SECTION 7.05.  Total Debt to Total Capital Ratio..........................................................64
SECTION 7.06.  Transactions with Affiliates...............................................................65
SECTION 7.07.  Restrictive Agreements.....................................................................65
SECTION 7.08.  Limitation on Lines of Business............................................................65

                                                 ARTICLE VIII

               EVENTS OF DEFAULT..........................................................................66

                                                  ARTICLE IX

               THE ADMINISTRATIVE AGENT...................................................................69

                                                   ARTICLE X

                                                 MISCELLANEOUS

SECTION 10.01. Notices....................................................................................71
SECTION 10.02. Waivers; Amendments........................................................................72
SECTION 10.03. Expenses; Indemnity; Damage Waiver.........................................................73
SECTION 10.04. Successors and Assigns.....................................................................75
SECTION 10.05. Survival...................................................................................78
SECTION 10.06. Counterparts; Integration; Effectiveness...................................................78
</TABLE>


                                     -iii-
<PAGE>


<TABLE>
<S>                                                                                                       <C>
SECTION 10.07. Severability...............................................................................78
SECTION 10.08. Right of Setoff............................................................................79
SECTION 10.09. Governing Law; Jurisdiction; Etc...........................................................79
SECTION 10.10. WAIVER OF JURY TRIAL.......................................................................80
SECTION 10.11. Headings...................................................................................80
SECTION 10.12. Treatment of Certain Information...........................................................80
</TABLE>


                                   SCHEDULES

Schedule I        - Commitments
Schedule II       - Material Agreements and Liens
Schedule III      - Restrictive Agreements
Schedule IV       - Litigation
Schedule V        - Subsidiaries
Schedule VI       - Permitted Dispositions


                                    EXHIBITS

Exhibit A         - Form of Assignment and Acceptance
Exhibit B         - Form of Opinion of Counsel to the Company
Exhibit C         - Form of Opinion of Special New York Counsel to JPMCB
Exhibit D         - Form of Competitive Bid Request
Exhibit E         - Form of Competitive Bid
Exhibit F         - Form of Confidentiality Agreement
Exhibit G         - Form of Subsidiary Borrower Designation Letter


                                     -iv-
<PAGE>


                  CREDIT AGREEMENT dated as of May 22, 2002, between BOWATER
INCORPORATED, a Delaware corporation (the "Company"), each of the Subsidiaries
of the Company from time to time designated as "Subsidiary Borrowers" hereunder
pursuant to Section 5.02(a) hereof (each, a "Subsidiary Borrower" and, together
with the Company, the "Borrowers"), the LENDERS party hereto, and JPMORGAN
CHASE BANK, as Administrative Agent.

                  The Company has requested that the Lenders (as hereinafter
defined) make loans and extend credit to it and the Subsidiary Borrowers in an
aggregate principal or face amount not exceeding $800,000,000 at any one time
outstanding. The Lenders are prepared to extend such credit upon the terms and
conditions hereof, and, accordingly, the parties hereto agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

                  SECTION 1.01.     Defined Terms. As used in this Agreement,
the following terms have the meanings specified below:

                  "ABR", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans constituting such Borrowing, are
bearing interest at a rate determined by reference to the Alternate Base Rate.

                  "Adjusted LIBO Rate" means, for the Interest Period for any
Syndicated Eurodollar Borrowing, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate for such Interest
Period.

                  "Administrative Agent" means JPMCB, in its capacity as
administrative agent for the Lenders hereunder.

                  "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                  "Affiliate" means any Person that directly or indirectly
controls, or is under common control with, or is controlled by, the Company
and, if such Person is an individual, any member of the immediate family
(including parents, spouse, children and siblings) of such individual and any
trust whose principal beneficiary is such individual or one or more members of
such immediate family and any Person who is controlled by any such member or
trust. As used in this definition, "control" (including, with its correlative
meanings, "controlled by" and "under common control with") means possession,
directly or indirectly, of power to direct or cause the direction of management
or policies (whether through ownership of securities or


<PAGE>
                                      -2-


partnership or other ownership interests, by contract or otherwise); provided
that, in any event, any Person that owns directly or indirectly securities
having 10% or more of the voting power for the election of directors or other
governing body of a corporation or 10% or more of the partnership or other
ownership interests of any other Person (other than as a limited partner of
such other Person) will be deemed to control such corporation or other Person.
Notwithstanding the foregoing, (a) no individual shall be an Affiliate solely
by reason of his or her being a director, officer or employee of the Company or
any of its Subsidiaries and (b) none of the Subsidiaries of the Company (other
than the QSPE's) shall be Affiliates.

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate for such day plus 1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, as the case may
be.

                  "Applicable Percentage" means (a) with respect to any
Revolving Credit Lender for purposes of Section 2.05 or in respect of any
indemnity claim under Section 10.03(c) arising out of an action or omission of
any Issuing Lender under this Agreement, the percentage of the total Revolving
Credit Commitments represented by such Revolving Credit Lender's Revolving
Credit Commitment, and (b) with respect to any Lender in respect of any
indemnity claim under Section 10.03(c) arising out of an action or omission of
the Administrative Agent under this Agreement, the percentage of the total
Commitments or Loans of both Classes hereunder represented by the aggregate
amount of such Lender's Commitments or Loans of both Classes hereunder. If the
Revolving Credit Commitments have terminated or expired, the Applicable
Percentages shall be determined based upon the Revolving Credit Commitments
most recently in effect, giving effect to any assignments.

                  "Applicable Rate" means, for any day, with respect to any ABR
Loan or Syndicated Eurodollar Loan, or with respect to the facility fees
payable hereunder, as the case may be, the applicable rate per annum set forth
below under the column for the Class and Type of such Loan or under the column
entitled "Facility Fee Rate", as the case may be, based upon the ratings by
Moody's and S&P, respectively, applicable on such date to the Index Debt:


<PAGE>
                                      -3-


<TABLE>
<CAPTION>
                                                                EURODOLLAR
  INDEX DEBT          FACILITY FEE         ABR REVOLVING      REVOLVING CREDIT       ABR TERM            EURODOLLAR
    RATING                RATE              CREDIT LOANS          LOANS               LOANS              TERM LOANS
  ----------          ------------         -------------      ----------------       --------            ----------
<S>                   <C>                  <C>                <C>                    <C>                 <C>
    Category 1            0.100%                --                0.400%                --                0.750%
  A-/A3 or more

    Category 2            0.125%                --                0.500%                --                0.875%
    BBB+/Baa1

    Category 3            0.175%                --                0.950%              0.375%              1.375%
     BBB/Baa2

    Category 4            0.225%              0.150%              1.150%              0.625%              1.625%
    BBB-/Baa3

    Category 5            0.300%              0.450%              1.450%              1.000%              2.000%
    less than
    BBB-/Baa3
</TABLE>

                  For purposes of the foregoing, (i) if either Moody's or S&P
shall not have in effect a rating for the Index Debt (other than by reason of
the circumstances referred to in the last sentence of this definition), then
such rating agency shall be deemed to have established a rating in Category 5;
(ii) if the ratings established or deemed to have been established by Moody's
and S&P for the Index Debt shall fall within different Categories, the
Applicable Rate shall be based on the higher of the two ratings; and (iii) if
the ratings established or deemed to have been established by Moody's and S&P
for the Index Debt shall be changed (other than as a result of a change in the
rating system of Moody's or S&P), such change shall be effective as of the date
two Business Days after the date on which it is first announced by the
applicable rating agency. Each change in the Applicable Rate shall apply during
the period commencing on the effective date of such change and ending on the
date immediately preceding the effective date of the next such change. If the
rating system of Moody's or S&P shall change, or if either such rating agency
shall cease to be in the business of rating corporate debt obligations, the
Company and the Lenders shall negotiate in good faith to amend this definition
to reflect such changed rating system or the unavailability of ratings from
such rating agency and, pending the effectiveness of any such amendment, the
Applicable Rate shall be determined by reference to the rating most recently in
effect prior to such change or cessation.

                  "Approved Fund" means (a) a CLO and (b) with respect to any
Lender that is a fund that invests in bank loans and similar extensions of
credit, any other fund that invests in bank loans and similar extensions of
credit and is managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

                  "Assignment and Acceptance" means an assignment and
acceptance entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 10.04), and accepted by the
Administrative Agent, in the form of Exhibit A or any other form approved by
the Administrative Agent.

                  "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
amended from time to time, presently codified as Title 11 of the United States
Code.
<PAGE>
                                      -4-


                  "BCFPI" means Bowater Canadian Forest Products Inc., a
corporation existing under the laws of Canada.

                  "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

                  "Borrowing" means (a) all ABR Loans of the same Class made,
converted or continued on the same date to the same Borrower or (b) all
Syndicated Eurodollar Loans or Competitive Loans of the same Class and Type
that have the same Interest Period (or any single Competitive Loan that does
not have the same Interest Period as any other Competitive Loan of the same
Type) and that are made to the same Borrower.

                  "Borrowing Request" means a request by a Borrower for a
Syndicated Borrowing in accordance with Section 2.03.

                  "Bowater Group" means, collectively, the Company and each of
its Subsidiaries other than any Receivables Entity and any Subsidiary of any
Receivables Entity.

                  "Business Day" means any day (a) that is not a Saturday,
Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed and (b) if such day relates to a
Competitive Bid Request or Competitive Bid for a Competitive Eurodollar Loan,
or to a borrowing of, a payment or prepayment of principal of or interest on, a
continuation or conversion of or into, or the Interest Period for, a Eurodollar
Borrowing, or to a notice by a Borrower with respect to any such borrowing,
payment, prepayment, continuation, conversion, or Interest Period, that is also
a day on which dealings in Dollar deposits are carried out in the London
interbank market.

                  "Canadian Plan" means any plan, program, practice,
arrangement or policy, whether registered or unregistered, written or
unwritten, funded or unfunded, insured or uninsured, that is maintained,
administered or contributed to by the Company or any of its Subsidiaries (or
under which the Company or any Subsidiary has or may have any obligation) in
respect of employees or former employees in Canada (or their spouses,
beneficiaries or dependents), and relating to: pensions, supplemental pensions,
retirement or retirement savings, profit sharing or deferred profit sharing,
deferred or incentive compensation, bonuses, death benefits, life or disability
insurance, medical or dental insurance or benefits or other similar employee
benefits.

                  "Capital Lease Obligations" means, for any Person, all
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) Property to the extent such
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP (including Statement of Financial
Accounting Standards No. 13 of the Financial Accounting Standards Board), and,
for purposes of
<PAGE>
                                      -5-


this Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP (including such Statement No. 13).

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
any Issuing Lender (or, for purposes of Section 2.14(b), by any lending office
of such Lender or by such Lender's or such Issuing Lender's holding company, if
any) with any request, guideline or directive (whether or not having the force
of law) of any Governmental Authority made or issued after the date of this
Agreement.

                  "Class", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans constituting such Borrowing, are
Revolving Credit Loans, Term Loans or Competitive Loans and, when used in
reference to any Commitment, refers to whether such Commitment is a Revolving
Credit Commitment or Term Loan Commitment.

                  "CLO" means any entity (whether a corporation, partnership,
trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by a Lender or an Affiliate of
such Lender.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

                  "Commitment" means a Revolving Credit Commitment or Term Loan
Commitment, or any combination thereof (as the context requires).

                  "Competitive", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans constituting such
Borrowing, are made pursuant to Section 2.04.

                  "Competitive Bid" means an offer by a Lender to make a
Competitive Loan substantially in the form of Exhibit E or any other form
approved by the Administrative Agent.

                  "Competitive Bid Rate" means, with respect to any Competitive
Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making
such Competitive Bid.

                  "Competitive Bid Request" means a request by a Borrower for
Competitive Bids substantially in the form of Exhibit D or any other form
approved by the Administrative Agent.
<PAGE>
                                      -6-


                  "Consolidated Net Worth" means, as at any date, the sum, for
the Company and its Consolidated Subsidiaries (determined on a consolidated
basis without duplication in accordance with GAAP), of the following:

                  (a)      the amount of common stock, plus

                  (b)      the amount of any Preferred Stock, plus

                  (c)      the amount of additional paid-in capital and
         retained earnings (or, in the case of an additional paid-in capital or
         retained earnings deficit, minus the amount of such deficit), plus

                  (d)      equity adjustments from (i) foreign currency
         translations, (ii) minimum pension liability adjustments, (iii)
         unrealized gain/(loss) on hedged transactions and (iv) any other items
         of accumulated other comprehensive income (or deficit) (in each case
         of the foregoing clauses (i) through (iv), in the case of negative
         adjustments, minus the amount of such adjustments), it being
         understood that such adjustments are to be recharacterized in
         accordance with FASB Statement No. 130 as accumulated other
         comprehensive income (or deficit), minus

                  (e)      the unpaid principal amount of the loan (if any) to
         the Company's Employee Stock Ownership Plan (ESOP), minus

                  (f)      the cost of treasury stock.

                  "Consolidated Subsidiary" means, for any Person, each
Subsidiary of such Person (whether now existing or hereafter created or
acquired) the financial statements of which shall be (or should have been)
consolidated with the financial statements of such Person in accordance with
GAAP, excluding in any event any Receivables Entity and any QSPE.

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

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

                  "Effective Date" means the date on which the conditions
specified in Section 5.01 are satisfied (or waived in accordance with Section
10.02).

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating to the environment, preservation or reclamation of natural resources,
the management, release or threatened release of any Hazardous Material or to
health and safety matters.
<PAGE>
                                      -7-


                  "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Company or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials
into the environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.

                  "Equity Rights" means, with respect to any Person, any
outstanding subscriptions, options, warrants, commitments, preemptive rights or
agreements of any kind (including any stockholders' or voting trust agreements)
for the issuance, sale, registration or voting of, or outstanding securities
convertible into, any additional shares of capital stock of any class, or
partnership or other ownership interests of any type in, such Person.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Company, is treated as a single employer
under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

                  "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b)
the existence with respect to any Plan of an "accumulated funding deficiency"
(as defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Company or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Company or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Company or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal
Liability or a determination that a Multiemployer Plan is, or is expected to
be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

                  "Eurodollar", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans constituting such
Borrowing, are bearing interest at a rate determined by


<PAGE>
                                      -8-


reference to (a) in the case of a Syndicated Loan or a Syndicated Borrowing,
the Adjusted LIBO Rate, or (b) in the case of a Competitive Loan or a
Competitive Borrowing, the LIBO Rate.

                  "Event of Default" has the meaning assigned to such term in
Article VIII.

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, any Issuing Lender or any other recipient of any payment to
be made by or on account of any obligation of any Borrower hereunder, (a)
income or franchise taxes imposed on (or measured by) its net income by the
United States of America, or by the jurisdiction under the laws of which such
recipient is organized or in which its principal office is located or, in the
case of any Lender, in which its applicable lending office is located, (b) any
branch profits taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction in which the relevant Borrower is located and
(c) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Company under Section 2.18(b)), any withholding tax that is
imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party to this Agreement or is attributable to such Foreign
Lender's failure or inability (other than as a result of a Change in Law) to
comply with Section 2.16(e), except to the extent that such Foreign Lender's
assignor (if any) was entitled, at the time of assignment, to receive
additional amounts from the Borrowers with respect to such withholding tax
pursuant to Section 2.16(a).

                  "Existing Credit Agreements" means (a) the Third Amended and
Restated 364-Day Credit Agreement dated as of June 20, 2001 among the Company,
each of the lenders party thereto and JPMCB as agent for such lenders and (b)
the Five-Year Credit Agreement dated as of June 24, 1998 among the Company,
each of the lenders party thereto and JPMCB as agent for such lenders.

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of
the per annum rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day that is a Business
Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of
the quotations for such day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

                  "Fixed Rate" means, with respect to any Competitive Loan
(other than a Competitive Eurodollar Loan), the fixed rate of interest per
annum specified by the Lender making such Competitive Loan in its related
Competitive Bid. When used in reference to any Loan or Borrowing, "Fixed Rate"
refers to whether such Loan, or the Loans constituting such Borrowing, are
Competitive Loans bearing interest at a Fixed Rate.

                  "Foreign Borrower" has the meaning assigned to such term in
Section 2.16(f).
<PAGE>
                                      -9-


                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which any Borrower is located. For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

                  "Foreign Taxes" means, with respect to any Foreign Borrower,
all present and future income, stamp, registration and other taxes and levies,
imposts, deductions, charges, compulsory loans and withholdings whatsoever, and
all interest, penalties or similar amounts with respect thereto, now or
hereafter imposed, assessed, levied or collected by any foreign jurisdiction,
or any political subdivision or taxing authority thereof or therein, or by any
federal or other association of or with which any foreign jurisdiction may be a
member or associated, on or in respect of this Agreement, the Loans made to
such Foreign Borrower, the Letters of Credit issued at the request of such
Foreign Borrower, the recording, registration, notarization or other
formalization of any thereof, the enforcement thereof or the introduction
thereof in any judicial proceedings, or on or in respect of any payments of
principal, interest, premiums, charges, fees or other amounts made on, under or
in respect of any thereof, excluding, however (in the case of any particular
foreign jurisdiction) income taxes imposed upon the overall net income of any
Lender organized under the laws of such foreign jurisdiction and having an
applicable lending office in such foreign jurisdiction.

                  "GAAP" means generally accepted accounting principles of the
United States of America applied on a basis consistent with those which, in
accordance with the last sentence of Section 1.04(a) hereof, are to be used in
making the calculations for purposes of determining compliance with this
Agreement.

                  "Governmental Authority" means the government of the United
States of America, or of any other nation, or any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

                  "Guarantee" means a guarantee, an endorsement, a contingent
agreement to purchase or to furnish funds for the payment or maintenance of, or
otherwise to be or become contingently liable under or with respect to, the
Indebtedness, other obligations, net worth, working capital or earnings of any
Person, or a guarantee of the payment of dividends or other distributions upon
the stock or equity interests of any Person, or an agreement to purchase, sell
or lease (as lessee or lessor) Property, products, materials, supplies or
services primarily for the purpose of enabling a debtor to make payment of such
debtor's obligations or an agreement to assure a creditor against loss, and
including causing a bank or other financial institution to issue a letter of
credit or other similar instrument for the benefit of another Person, but
excluding endorsements for collection or deposit in the ordinary course of
business. The terms "Guarantee" and "Guaranteed" used as a verb shall have a
correlative meaning.

                  "Guaranteed Obligations" has the meaning assigned to such
term in Section 3.01.
<PAGE>
                                     -10-


                  "Hazardous Materials" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

                  "Indebtedness" means, for any Person: (a) obligations
created, issued or incurred by such Person for borrowed money (whether by loan,
the issuance and sale of debt securities or the sale of Property to another
Person subject to an understanding or agreement, contingent or otherwise, to
repurchase such Property from such Person); (b) obligations of such Person to
pay the deferred purchase or acquisition price of Property or services, other
than trade accounts payable (other than for borrowed money) arising, and
accrued expenses incurred, in the ordinary course of business, so long as such
trade accounts payable are payable within 90 days of the date the respective
goods are delivered or the respective services are rendered; (c) Indebtedness
of others secured by a Lien on the Property of such Person, whether or not the
respective Indebtedness so secured has been assumed by such Person; (d)
obligations (contingent or otherwise) of such Person in respect of letters of
credit or similar instruments issued or accepted by banks and other financial
institutions for account of such Person; (e) Capital Lease Obligations of such
Person; (f) Indebtedness of others Guaranteed by such Person; and (g) any
obligations of such Person in respect of transactions commonly referred to in
commercial settings as an "accounts receivable securitization".

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Index Debt" means senior, unsecured, long-term indebtedness
for borrowed money of the Company that is not guaranteed by any other Person or
subject to any other credit enhancement.

                  "Interest Election Request" means a request by a Borrower to
convert or continue a Syndicated Borrowing in accordance with Section 2.07.

                  "Interest Payment Date" means (a) with respect to any ABR
Loan, each Quarterly Date, (b) with respect to any Eurodollar Loan, the last
day of each Interest Period therefor and, in the case of any Interest Period
for a Eurodollar Loan of more than three months' duration, each day prior to
the last day of such Interest Period that occurs at three-month intervals after
the first day of such Interest Period and (c) with respect to any Fixed Rate
Loan, the last day of the Interest Period therefor and, in the case of any
Interest Period for a Fixed Rate Loan of more than 90 days' duration (unless
otherwise specified in the applicable Competitive Bid Request), each day prior
to the last day of such Interest Period that occurs at 90-day intervals after
the first day of such Interest Period, and any other dates that are specified
in the applicable Competitive Bid Request as Interest Payment Dates with
respect to such Loan.
<PAGE>
                                     -11-


                  "Interest Period" means:

                  (a)      for any Syndicated Eurodollar Loan or Syndicated
         Eurodollar Borrowing, the period commencing on the date of such Loan
         or Borrowing and ending on the numerically corresponding day in the
         calendar month that is one, two, three or six months thereafter, as
         specified in the applicable Borrowing Request or Interest Election
         Request;

                  (b)      for any Competitive Eurodollar Loan or Competitive
         Eurodollar Borrowing, the period commencing on the date of such Loan
         or Borrowing and ending on the numerically corresponding day in the
         calendar month that is one, two, three or six months thereafter, as
         specified in the applicable Competitive Bid Request; and

                  (c)      for any Fixed Rate Loan or Fixed Rate Borrowing, the
         period (which shall not be less than seven days or more than 360 days)
         commencing on the date of such Loan or Borrowing and ending on the
         date specified in the applicable Competitive Bid Request;

provided, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurodollar Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day, and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period.
For purposes hereof, the date of a Loan initially shall be the date on which
such Loan is made and, in the case of a Syndicated Loan, thereafter shall be
the effective date of the most recent conversion or continuation of such Loan,
and the date of a Syndicated Borrowing comprising Loans that have been
converted or continued shall be the effective date of the most recent
conversion or continuation of such Loans.

                  "Interest Rate Protection Agreement" means, for any Person,
an interest rate swap, cap or collar agreement or similar arrangement between
such Person and one or more financial institutions providing for the transfer
or mitigation of interest risks either generally or under specific
contingencies.

                  "Investment" means, for any Person: (a) the acquisition
(whether for cash, Property, services or securities or otherwise) of capital
stock, bonds, notes, debentures, partnership or other ownership interests or
other securities of any other Person or any agreement to make any such
acquisition (including any "short sale" or any sale of any securities at a time
when such securities are not owned by the Person entering into such short
sale); (b) the making of any deposit with, or advance, loan or other extension
of credit to, any other Person (including the purchase of Property from another
Person subject to an understanding or agreement, contingent or otherwise, to
resell such Property to such Person, but excluding any such advance, loan or
extension of credit having a term not exceeding 90 days representing the
purchase price of inventory or supplies sold by such Person in the ordinary
course of business); (c) the entering
<PAGE>
                                     -12-


into of any Guarantee of, or other contingent obligation with respect to,
Indebtedness or other liability of any other Person and (without duplication)
any amount committed to be advanced, lent or extended to such Person; or (d)
the entering into of any Interest Rate Protection Agreement.

                  "Issuing Lender" means each of JPMCB and any other Lender
designated by the Company (with such Lender's consent) as an Issuing Lender
hereunder by notice to the Administrative Agent, in its capacity as an issuer
of Letters of Credit hereunder, and its successors in such capacity as provided
in Section 2.05(j). Any Issuing Lender may, in its discretion, arrange for one
or more Letters of Credit to be issued by Affiliates of such Issuing Lender, in
which case the term "Issuing Lender" shall include any such Affiliate with
respect to Letters of Credit issued by such Affiliate.

                  "JPMCB" means JPMorgan Chase Bank.

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

                  "LC Exposure" means, at any time, the sum of (a) the
aggregate undrawn amount of all outstanding Letters of Credit at such time plus
(b) the aggregate amount of all LC Disbursements that have not yet been
reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of
any Lender at any time shall be its Applicable Percentage of the total LC
Exposure at such time.

                  "Lenders" means the Persons listed on Schedule I and any
other Person that shall have become a party hereto pursuant to an Assignment
and Acceptance, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Acceptance.

                  "Letter of Credit" means any letter of credit issued pursuant
to this Agreement.

                  "Letter of Credit Documents" means, with respect to any
Letter of Credit, collectively, any application therefor and any other
agreements, instruments, guarantees or other documents (whether general in
application or applicable only to such Letter of Credit) governing or providing
for (a) the rights and obligations of the parties concerned or at risk with
respect to such Letter of Credit or (b) any collateral security for any of such
obligations, each as the same may be modified and supplemented and in effect
from time to time.

                  "LIBO Rate" means, for the Interest Period for any Eurodollar
Borrowing, the rate appearing on Page 3750 of the Telerate Service (or on any
successor or substitute page of such Service, or any successor to or substitute
for such Service, providing rate quotations comparable to those currently
provided on such page of such Service, as determined by the Administrative
Agent from time to time for purposes of providing quotations of interest rates
applicable to Dollar deposits in the London interbank market) at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period, as the rate
<PAGE>
                                     -13-


for the offering of Dollar deposits with a maturity comparable to such Interest
Period. In the event that such rate is not available at such time for any
reason, then the LIBO Rate for such Interest Period shall be the rate at which
Dollar deposits of $5,000,000 and for a maturity comparable to such Interest
Period are offered by the principal London office of the Administrative Agent
in immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

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

                  "Loan Documents" means, collectively, this Agreement and the
Letter of Credit Documents.

                  "Loans" means the loans made by the Lenders to the Borrowers
pursuant to this Agreement.

                  "Margin" means, with respect to any Competitive Loan bearing
interest at a rate based on the LIBO Rate, the marginal rate of interest, if
any, to be added to or subtracted from the LIBO Rate to determine the rate of
interest applicable to such Loan, as specified by the Lender making such Loan
in its related Competitive Bid.

                  "Margin Stock" means "margin stock" within the meaning of
Regulations T, U and X of the Board.

                  "Material Adverse Effect" means a material adverse effect on
(a) the Property, business, operations, financial condition, liabilities or
capitalization of the Company and its Subsidiaries taken as a whole, (b) the
ability of the Company to perform its obligations hereunder, (c) the validity
or enforceability of this Agreement, (d) the rights and remedies of the Lenders
and the Administrative Agent hereunder or (e) the timely payment of the
principal of or interest on the Loans, the reimbursement of LC Disbursements,
or other amounts payable in connection therewith.

                  "Material Indebtedness" means Indebtedness (other than the
Loans and Letters of Credit), or obligations in respect of one or more Interest
Rate Protection Agreements, of the Company and its Subsidiaries (other than a
QSPE) in an aggregate principal amount exceeding $50,000,000. For purposes of
determining Material Indebtedness, the "principal amount" of the obligations of
any Person in respect of any Interest Rate Protection Agreement at any time
shall be the maximum aggregate amount (giving effect to any netting
requirements) that such Person would be required to pay if such Interest Rate
Protection Agreement were terminated at such time.
<PAGE>
                                     -14-


                  "Minority Interests" means, as at any date, the amount of
minority interests of the Company and its Consolidated Subsidiaries (determined
on a consolidated basis without duplication in accordance with GAAP).

                  "Moody's" means Moody's Investors Service, Inc.

                  "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

                  "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

                  "PBGC" means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA and any successor entity performing similar
functions.

                  "Permitted Securitization" means any transaction or series of
transactions that may be entered into by any member of the Bowater Group and/or
a Receivables Entity of a type that is commonly referred to in commercial
settings as an "accounts receivable securitization" and that involves the sale,
conveyance or other transfer (whether through a sale of stock, membership
interests or assets), the grant of a security interest in, the issuance of
securities backed by, or any similar transaction involving accounts receivables
(whether now existing or arising in the future) of any member of the Bowater
Group and/or a Receivables Entity, and any Related Accounts Receivable Assets;
provided that a transaction shall only be considered to be a Permitted
Securitization to the extent (and up to the extent) that, after giving effect
to the proposed transaction, the aggregate outstanding face amount of the
Indebtedness (excluding any Indebtedness incurred pursuant to any subordinated
note issued by the Receivables Entity to the member of the Bowater Group who
originated the accounts receivable as a portion of the purchase price therefor
(herein referred to as "Excluded Indebtedness")), together with the
Indebtedness (excluding the Excluded Indebtedness) of all other Receivables
Entities shall not exceed $200,000,000.

                  In each Permitted Securitization, (i) the respective
Receivables Entity shall be permitted to sell, convey or otherwise transfer, or
grant a security interest in, (x) any right, title and interest of such
Receivables Entity against the originator (and any intermediate transferee) of
accounts receivable pursuant to which such receivables are sold, conveyed or
otherwise transferred to such Receivables Entity and (y) any right, title and
interest of the Receivables Entity in respect of any Standard Securitization
Undertakings, (ii) there shall be no recourse under such securitization to any
member of the Bowater Group other than pursuant to Standard Securitization
Undertakings and (iii) the Administrative Agent shall receive a certificate of
an officer of the Company that the terms of such securitization are in
compliance with the terms of this Agreement.
<PAGE>
                                     -15-


                  "Person" means any individual, corporation, company,
voluntary association, partnership, joint venture, trust, unincorporated
organization or government (or any agency, instrumentality or political
subdivision thereof).

                  "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Company or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                  "Ponderay" means Ponderay Newsprint Company, a partnership
existing under the laws of the State of Washington.

                  "Preferred Stock" means any preferred stock hereafter issued
by the Company that does not have any requirement for the Company to purchase,
redeem, retire or otherwise acquire the same on or before the Revolving Credit
Commitment Termination Date.

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by JPMCB as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as
being effective.

                  "Principal Payment Dates" means (a) May 22, 2003 and May 22,
2004, provided that if any such date is not a Business Day, the corresponding
Principal Payment Date shall be the immediately preceding Business Day, and (b)
the Term Loan Maturity Date.

                  "Property" means any right or interest in or to property of
any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible.

                  "QSPE" means each Subsidiary of the Company identified as a
qualified special purpose entity on Schedule V, provided that

                  (a)      either (x) no portion of the Indebtedness or any
         other obligations (contingent or otherwise) of such Subsidiary (i) is
         Guaranteed by any member of the Bowater Group, (ii) is recourse to or
         obligates any member of the Bowater Group in any way other than
         pursuant to Standard Securitization Undertakings or (iii) subjects any
         Property of any member of the Bowater Group, directly or indirectly,
         contingently or otherwise, to the satisfaction thereof (other than, in
         the case of this clause (iii), pursuant to Standard Securitization
         Undertakings) or (y) if any portion of the Indebtedness of such
         Subsidiary is Guaranteed by any member of the Bowater Group, such
         Indebtedness is listed on Schedule II,
<PAGE>
                                     -16-


                  (b)      with which no member of the Bowater Group has any
         material contract, agreement, arrangement or understanding other than
         on terms no less favorable to any member of the Bowater Group than
         those that might be obtained at the time from Persons that are not
         Affiliates of any member of the Bowater Group, and

                  (c)      to which no member of the Bowater Group has any
         obligation to maintain or preserve such entity's financial condition
         or cause such entity to achieve certain levels of operating results.

                  "Quarterly Dates" means the quarterly anniversaries of the
Effective Date; provided that, if any such date is not a Business Day, the
respective Quarterly Date shall be the next preceding Business Day.

                  "Receivable File" means, with respect to any account
receivable, (i) the Contract (as such term is defined in "Related Accounts
Receivable Assets" in this Section) giving rise to such receivable and other
evidences of such receivable including tapes, discs, punch cards and related
property and rights and (ii) each UCC financing statement related thereto, if
any.

                  "Receivables Entity" means a direct or indirect Subsidiary of
the Company (or another Person in which any member of the Bowater Group may
make an Investment) to which any member of the Bowater Group sells, conveys or
otherwise transfers (whether directly or indirectly) accounts receivable and
Related Accounts Receivable Assets and/or one or more financial instruments
arising from the sale (whether through the sale of stock, membership interests
or assets) of accounts receivable and Related Accounts Receivable Assets, which
engages in no material activities other than in connection with the financing
of such assets and which is designated by the Company (as provided below) as a
Receivables Entity,

                  (a)      no portion of the Indebtedness or any other
         obligations (contingent or otherwise) of which (i) is Guaranteed by
         any member of the Bowater Group, (ii) is recourse to or obligates any
         member of the Bowater Group in any way other than pursuant to Standard
         Securitization Undertakings or (iii) subjects any Property of any
         member of the Bowater Group, directly or indirectly, contingently or
         otherwise, to the satisfaction thereof, other than such accounts
         receivable and Related Accounts Receivable Assets sold, conveyed or
         otherwise transferred into the applicable Permitted Securitization and
         other than pursuant to Standard Securitization Undertakings,

                  (b)      with which no member of the Bowater Group has any
         material contract, agreement, arrangement or understanding other than
         on terms no less favorable to any member of the Bowater Group than
         those that might be obtained at the time from Persons that are not
         Affiliates of any member of the Bowater Group, other than fees payable
         in the ordinary course of business in connection with servicing
         receivables, and
<PAGE>
                                     -17-


                  (c)      to which no member of the Bowater Group has any
         obligation to maintain or preserve such entity's financial condition
         or cause such entity to achieve certain levels of operating results.

Any such designation by the Company shall be evidenced to the Administrative
Agent by filing with the Administrative Agent an officer's certificate of the
Company certifying, to the best of such officer's knowledge and belief after
consulting with counsel, that such designation complied with the foregoing
conditions.

                  "Register" has the meaning set forth in Section 10.04.

                  "Related Accounts Receivable Assets" means, with respect to
any account receivable, (a) all right, title and interest, but none of the
obligations, of the applicable originator, in the goods (including returned
goods), if any, relating to the sale which gave rise to such receivable (the
"Originator"), (b) all right, title and interest, but none of the obligations,
of such Originator, in, to and under other Liens and property subject to Liens
from time to time purporting to secure payment of such receivable, whether
pursuant to the Contract related to such receivable or otherwise, (c) all
Uniform Commercial Code financing statements or similar instruments covering
any collateral securing payment of such receivable, (d) all guaranties,
indemnities, insurance and other agreements (including the related Receivable
File) or arrangement and other collateral of whatever character from time to
time supporting or securing payment of such receivable, whether pursuant to the
Contract relating to such receivable or otherwise relating to such receivable,
(e) all proceeds of such receivable and all right, title and interest, if any,
of such Originator in any lockbox, any lockbox account or any deposit or
concentration account into which collections of such receivable are deposited
and (f) all other instruments and all rights under the documents in the
Receivables File relating to such receivable and all rights (but not
obligations) relating to such receivable.

                  For purposes hereof, "Contract" means, with respect to any
accounts receivable, either (i) a written agreement between an Originator and a
Person obligated with respect to such receivable, or (ii) an invoice issued by
the Originator to a Person obligated with respect to such receivable, in either
of the foregoing cases, pursuant to which such Person is obligated to pay for
goods, merchandise and/or services.

                  "Related Parties" means, with respect to any specified
Person, such Person's Affiliates and the respective directors, officers,
employees, agents and advisors of such Person and such Person's Affiliates.

                  "Required Lenders" means, at any time, subject to the last
paragraph of Section 10.02(b), Lenders having Revolving Credit Exposures,
outstanding Term Loans and unused Commitments representing more than 50% of the
sum of the total Revolving Credit Exposures, outstanding Term Loans and unused
Commitments at such time; provided that, for purposes of declaring the Loans to
be due and payable pursuant to Article VIII, and for all purposes after the
Loans become due and payable pursuant to Article VIII or the Revolving
<PAGE>
                                     -18-


Credit Commitments expire or terminate, the outstanding Competitive Loans of
the Lenders shall be included in their respective Revolving Credit Exposures in
determining the Required Lenders. The "Required Lenders" of a particular Class
of Loans means Lenders having Revolving Credit Exposures, outstanding Term
Loans and unused Commitments of such Class representing more than 50% of the
total Revolving Credit Exposures, outstanding Term Loans and unused Commitments
of such Class at such time.

                  "Revolving Credit", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans constituting such
Borrowing, are made pursuant to Section 2.01(a).

                  "Revolving Credit Availability Period" means the period from
and including the Effective Date to but excluding the earlier of the Revolving
Credit Commitment Termination Date and the date of termination of the Revolving
Credit Commitments.

                  "Revolving Credit Commitment" means, with respect to each
Lender, the commitment, if any, of such Lender to make Revolving Credit Loans
and to acquire participations in Letters of Credit hereunder, expressed as an
amount representing the maximum aggregate amount of such Lender's Revolving
Credit Exposure hereunder, as such commitment may be (a) reduced from time to
time pursuant to Section 2.08 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 10.04. The
initial amount of each Lender's Revolving Credit Commitment is set forth on
Schedule I, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its Revolving Credit Commitment, as applicable. The initial
aggregate amount of the Lenders' Revolving Credit Commitments is $500,000,000.

                  "Revolving Credit Commitment Termination Date" means April
28, 2005.

                  "Revolving Credit Exposure" means, with respect to any Lender
at any time, the sum of the outstanding principal amount of such Lender's
Revolving Credit Loans and its LC Exposure at such time.

                  "Revolving Credit Lender" means a Lender with a Revolving
Credit Commitment or, if the Revolving Credit Commitments have terminated or
expired, a Lender with Revolving Credit Exposure.

                  "S&P" means Standard & Poor's Ratings Services, a Division of
The McGraw-Hill Companies, Inc.

                  "Standard Securitization Undertakings" means, collectively,
(i) customary arms-length servicing obligations (together with any related
performance guarantees), (ii) obligations (together with any related
performance guarantees) to refund the purchase price or grant purchase price
credits for dilutive events or misrepresentation (in each case unrelated to the
collectibility of receivables or creditworthiness of the associated account
debtors),
<PAGE>
                                     -19-


(iii) representations, warranties, covenants and indemnities (together with any
related performance guarantees) of a type that are reasonably customary in
accounts receivable securitizations (or, in the case of a QSPE, the
transactions described in Schedule V) and (iv) in the case of a QSPE, a
guarantee by members of the Bowater Group of any make-whole premium (but not
any principal or interest) on Indebtedness of the QSPE.

                  "Statutory Reserve Rate" means, for the Interest Period for
any Syndicated Eurodollar Borrowing, a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the arithmetic mean, taken over each day in such Interest Period, of
the aggregate of the maximum reserve percentages (including any marginal,
special, emergency or supplemental reserves) expressed as a decimal established
by the Board to which the Administrative Agent is subject for eurocurrency
funding (currently referred to as "Eurocurrency liabilities" in Regulation D of
the Board). Such reserve percentages shall include those imposed pursuant to
such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

                  "Subsidiary" means, for any Person, any corporation,
partnership or other entity of which at least a majority of the securities or
other ownership interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions of such corporation, partnership or other entity (irrespective of
whether or not at the time securities or other ownership interests of any other
class or classes of such corporation, partnership or other entity shall have or
might have voting power by reason of the happening of any contingency) is at
the time directly or indirectly owned or controlled by such Person or one or
more Subsidiaries of such Person or by such Person and one or more Subsidiaries
of such Person. "Wholly Owned Subsidiary" means any such corporation,
partnership or other entity of which all of the equity securities or other
ownership interests (other than, in the case of a corporation, directors'
qualifying shares) are so owned or controlled.

                  "Syndicated", when used in reference to any Loan or
Borrowing, refers to whether the Class of such Loan or Borrowing is Revolving
Credit or Term, as opposed to Competitive.

                  "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any
Governmental Authority.

                  "Term", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans constituting such Borrowing, are made
pursuant to Section 2.01(b).

                  "Term Loan Commitment" means, with respect to each Lender,
the commitment, if any, of such Lender to make one or more Term Loans hereunder
on the Effective Date,
<PAGE>
                                     -20-


expressed as an amount representing the maximum aggregate principal amount of
the Term Loans to be made by such Lender hereunder, as such commitment may be
(a) reduced from time to time pursuant to Section 2.08 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 10.04. The initial amount of each Lender's Term Loan
Commitment is set forth on Schedule I, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Term Loan Commitment, as
applicable. The initial aggregate amount of the Lenders' Term Loan Commitments
is $300,000,000.

                  "Term Loan Lender" means a Lender with a Term Loan Commitment
or an outstanding Term Loan.

                  "Term Loan Maturity Date" means April 28, 2005.

                  "Total Assets" means, at any time, the aggregate book value
of all of the assets of the Company and its Consolidated Subsidiaries at such
time determined on a consolidated basis (without duplication) in accordance
with GAAP.

                  "Total Capital" means, at any time, Consolidated Net Worth
plus Total Debt plus Minority Interests.

                  "Total Debt" means, at any time, the sum (without
duplication) of (a) the aggregate outstanding principal amount of all
Indebtedness of the Company and its Consolidated Subsidiaries at such time
determined on a consolidated basis (without duplication) in accordance with
GAAP to the extent required to be reflected on a balance sheet of the Company
and its Subsidiaries prepared in accordance with GAAP plus (b) the aggregate
outstanding principal amount of all Indebtedness of all Receivables Entities at
such time determined in accordance with GAAP; provided that the term "Total
Debt" shall (1) include any preferred stock that does not qualify as Preferred
Stock, (2) exclude Indebtedness in respect of commercial documentary letters of
credit and (3) exclude any increase or decrease in the Indebtedness of the
Company and its Consolidated Subsidiaries caused by any revaluation of the
"debt balances" acquired in connection with the Company's purchase of Newsprint
South Inc. and BCFPI.

                  "Transactions" means the execution, delivery and performance
by each Borrower of this Agreement and the other Loan Documents to which such
Borrower is intended to be a party, the borrowing of Loans, the use of the
proceeds thereof and the issuance of Letters of Credit hereunder.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans
constituting such Borrowing, is determined by reference to the Adjusted LIBO
Rate, the Alternate Base Rate or, in the case of a Competitive Loan or
Competitive Borrowing, the LIBO Rate or a Fixed Rate.
<PAGE>
                                     -21-


                  "Withdrawal Liability" means liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02.     Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Competitive Loan"), by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Competitive Eurodollar Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Competitive Borrowing"), by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Competitive
Eurodollar Borrowing").

                  SECTION 1.03.     Terms Generally. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase
"without limitation". The word "will" shall be construed to have the same
meaning and effect as the word "shall". Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person's successors and assigns, (c) the words
"herein", "hereof" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) the words "asset" and "property" shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

                  SECTION 1.04.     Accounting Terms; Determinations.

                  (a)      Accounting Principles. Except as otherwise expressly
provided herein, all accounting terms used herein shall be interpreted, and all
financial statements and certificates and reports as to financial matters
required to be delivered to the Lenders hereunder shall (unless otherwise
disclosed to the Banks in writing at the time of delivery thereof in the manner
described in subsection (b) below) be prepared, in accordance with generally
accepted accounting principles of the United States of America applied on a
basis consistent with those used in the preparation of the latest financial
statements furnished to the Lenders hereunder (which, prior to the delivery of
the first financial statements under Section 6.01 hereof, shall mean the
audited financial statements as at December 31, 2001 referred to in Section
4.02 hereof). All calculations made for the purposes of determining compliance
with this Agreement shall (except as otherwise expressly provided herein) be
made by application of generally accepted accounting principles of the United
States of America applied on a basis consistent with those used in the
preparation of the latest annual or quarterly financial statements furnished to
<PAGE>
                                     -22-


the Lenders pursuant to Section 6.01 hereof (or, prior to the delivery of the
first financial statements under Section 6.01 hereof, used in the preparation
of the audited financial statements as at December 31, 2001 referred to in
Section 4.02 hereof) unless

                  (i)      the Company shall have objected to determining such
         compliance on such basis at the time of delivery of such financial
         statements, or

                  (ii)     the Required Lenders shall so object in writing
         within 30 days after delivery of such financial statements,

in either of which events such calculations shall be made on a basis consistent
with those used in the preparation of the latest financial statements as to
which such objection shall not have been made (which, if objection is made in
respect of the first financial statements delivered under Section 6.01 hereof,
shall mean the audited financial statements as at December 31, 2001 referred to
in Section 4.02 hereof).

                  (b)      Statement of Variations in Accounting Principles.
The Company shall deliver to the Lenders at the same time as the delivery of
any annual or quarterly financial statement under Section 6.01 (i) a
description in reasonable detail of any material variation between the
application of accounting principles employed in the preparation of such
statement and the application of accounting principles employed in the
preparation of the next preceding annual or quarterly financial statements as
to which no objection has been made in accordance with the last sentence of
subsection (a) above and (ii) reasonable estimates of the difference between
such statements arising as a consequence thereof; provided that no separate or
additional description or estimates need be delivered to the Lenders if the
matters described in the foregoing clauses (i) and (ii) are contained in the
applicable statements furnished under Section 6.01.

                  (c)      Changes in Fiscal Year. To enable the ready and
consistent determination of compliance with the covenants set forth in Article
VII, the Company will not change the last day of its fiscal year from December
31 of each year, or the last days of the first three fiscal quarters in each of
its fiscal years from March 31, June 30 and September 30 of each year,
respectively, without the consent of the Required Lenders, such consent not to
be unreasonably withheld.

                                   ARTICLE II

                                  THE CREDITS

                  SECTION 2.01.     The Commitments.

                  (a)      Revolving Credit Loans. Subject to the terms and
conditions set forth herein, each Revolving Credit Lender agrees to make
Revolving Credit Loans to the Borrowers from time to time during the Revolving
Credit Availability Period in an aggregate principal amount that will not
result in (i) such Lender's
<PAGE>
                                     -23-


Revolving Credit Exposure exceeding such Lender's Revolving Credit Commitment
or (ii) the sum of the total Revolving Credit Exposures plus the aggregate
principal amount of outstanding Competitive Loans exceeding the total Revolving
Credit Commitments. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrowers may borrow, prepay and reborrow
Revolving Credit Loans.

                  (b)      Term Loans. Subject to the terms and conditions set
forth herein, each Term Loan Lender agrees to make one or more Term Loans to
the Company on the Effective Date in a principal amount not exceeding its Term
Loan Commitment. Amounts prepaid or repaid in respect of Term Loans may not be
reborrowed.

                  SECTION 2.02.     Loans and Borrowings.

                  (a)      Obligations of Lenders. Each Syndicated Loan shall
be made as part of a Borrowing consisting of Loans of the same Class and Type
made by the Lenders to a Borrower ratably in accordance with their respective
Commitments of the applicable Class. Each Competitive Loan shall be made in
accordance with the procedures set forth in Section 2.04. The failure of any
Lender to make any Loan required to be made by it shall not relieve any other
Lender of its obligations hereunder; provided that the Commitments and
Competitive Bids of the Lenders are several and no Lender shall be responsible
for any other Lender's failure to make Loans as required.

                  (b)      Type of Loans. Subject to Section 2.13, (i) each
Syndicated Borrowing shall be constituted entirely of ABR Loans or of
Eurodollar Loans as the relevant Borrower may request in accordance herewith,
and (ii) each Competitive Borrowing shall be constituted entirely of Eurodollar
Loans or Fixed Rate Loans as the relevant Borrower may request in accordance
herewith. Each Lender at its option may make any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation of
such Borrower to repay such Loan in accordance with the terms of this
Agreement.

                  (c)      Minimum Amounts; Limitation on Number of Borrowings.
Each Syndicated Eurodollar Borrowing shall be in an aggregate amount of
$3,000,000 or a larger multiple of $1,000,000. Each ABR Borrowing shall be in
an aggregate amount equal to $3,000,000 or a larger multiple of $1,000,000;
provided that an ABR Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the total Commitments of the applicable Class or
(in the case of a Revolving Credit ABR Borrowing) that is required to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.05(f).
Each Competitive Borrowing shall be in an aggregate amount equal to $5,000,000
or a larger multiple of $1,000,000. Borrowings of more than one Class and Type
may be outstanding at the same time; provided that there shall not at any time
be more than a total of eight Syndicated Eurodollar Borrowings outstanding.

                  (d)      Limitations on Interest Periods. Notwithstanding any
other provision of this Agreement, no Borrower shall be entitled to request (or
to elect to convert to or continue as a Syndicated Eurodollar Borrowing): (i)
any Revolving Credit Borrowing or Competitive
<PAGE>
                                     -24-


Borrowing if the Interest Period requested therefor would end after the
Revolving Credit Commitment Termination Date; (ii) any Term Borrowing if the
Interest Period requested therefor would end after the Term Loan Maturity Date;
or (iii) any Term Borrowing if the Interest Period requested therefor would
commence before and end after any Principal Payment Date unless, after giving
effect thereto, the aggregate principal amount of the Term Loans having
Interest Periods that end after such Principal Payment Date shall be equal to
or less than the aggregate principal amount of the Term Loans permitted to be
outstanding after giving effect to the payments of principal required to be
made on such Principal Payment Date.

                  SECTION 2.03.     Requests for Syndicated Borrowings.

                  (a)      Notice by Borrowers. To request a Syndicated
Borrowing, the relevant Borrower shall notify the Administrative Agent of such
request by telephone (i) in the case of a Syndicated Eurodollar Borrowing, not
later than 12:00 noon, New York City time, three Business Days before the date
of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later
than 12:00 noon, New York City time, on the date of the proposed Borrowing;
provided that any such notice of a Revolving Credit ABR Borrowing to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.05(f) may
be given not later than 12:00 noon, New York City time, on the date of the
proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable
and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Company.

                  (b)      Content of Borrowing Requests. Each telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.02:

                  (i)      whether the requested Borrowing is to be a Revolving
         Credit Borrowing or Term Borrowing;

                  (ii)     the aggregate amount of the requested Borrowing;

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

                  (iv)     whether such Borrowing is to be an ABR Borrowing or
         a Eurodollar Borrowing;

                  (v)      in the case of a Syndicated Eurodollar Borrowing,
         the Interest Period therefor, which shall be a period contemplated by
         the definition of the term "Interest Period" and permitted under
         Section 2.02(d); and

                  (vi)     the identity of the Borrower and the location and
         number of the Borrower's account to which funds are to be disbursed,
         which shall comply with the requirements of Section 2.06.
<PAGE>
                                     -25-


                  (c)      Notice by the Administrative Agent to the Lenders.
Promptly following receipt of a Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

                  (d)      Failure to Elect. If no election as to the Type of a
Syndicated Borrowing is specified, then the requested Borrowing shall be an ABR
Borrowing. If no Interest Period is specified with respect to any requested
Syndicated Eurodollar Borrowing, then the requested Borrowing shall be made
instead as an ABR Borrowing.

                  SECTION 2.04.     Competitive Bid Procedure.

                  (a)      Requests for Bids by Borrowers. Subject to the terms
and conditions set forth herein, from time to time during the Revolving Credit
Availability Period (other than during any period in which the Applicable Rate
with respect to Revolving Credit Loans is based on a "Category 5" Index Debt
rating pursuant to the definition of Applicable Rate set forth in Section 1.01)
any Borrower may request Competitive Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow Competitive Loans; provided
that the sum of the total Revolving Credit Exposures plus the aggregate
principal amount of outstanding Competitive Loans at any time shall not exceed
the total Revolving Credit Commitments. To request Competitive Bids, a Borrower
shall notify the Administrative Agent of such request by telephone, in the case
of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, four
Business Days before the date of the proposed Borrowing and, in the case of a
Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one
Business Day before the date of the proposed Borrowing; provided that a
Borrower may submit up to (but not more than) three Competitive Bid Requests in
the aggregate on the same day, but a Competitive Bid Request shall not be made
within five Business Days after the date of any previous Competitive Bid
Request (whether by such Borrower or by any other Borrower), unless any and all
such previous Competitive Bid Requests shall have been withdrawn or all
Competitive Bids received in response thereto rejected. Each such telephonic
Competitive Bid Request shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Competitive Bid Request
signed by the Company. Each such telephonic and written Competitive Bid Request
shall be substantially in the form of Exhibit D and shall specify the following
information in compliance with Section 2.02:

                  (i)      the aggregate amount of the requested Borrowing;

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

                  (iii)    whether such Borrowing is to be a Eurodollar
         Borrowing or a Fixed Rate Borrowing;

                  (iv)     the Interest Period for such Borrowing, which shall
         be a period contemplated by the definition of the term "Interest
         Period" and permitted under Section 2.02(d); and
<PAGE>
                                     -26-


                  (v)      the identity of the Borrower and the location and
         number of the Borrower's account to which funds are to be disbursed,
         which shall comply with the requirements of Section 2.06.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Revolving Credit Lenders of
the details thereof by telecopy, inviting the Revolving Credit Lenders to
submit Competitive Bids.

                  (b)      Making of Bids by Lenders. Each Revolving Credit
Lender may (but shall not have any obligation to) make one or more Competitive
Bids in response to a Competitive Bid Request. Each Competitive Bid by a
Revolving Credit Lender must be substantially in the form of Exhibit E and must
be received by the Administrative Agent by telecopy, in the case of a
Competitive Eurodollar Borrowing, not later than 9:30 a.m., New York City time,
three Business Days before the proposed date of such Borrowing, and in the case
of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the
proposed date of such Borrowing. Competitive Bids that do not conform
substantially to the form approved by the Administrative Agent may be rejected
by the Administrative Agent, and the Administrative Agent shall notify the
applicable Lender of such rejection as promptly as practicable. Each
Competitive Bid shall specify (i) the principal amount (which shall be
$5,000,000 or a larger multiple of $1,000,000 and which may equal the entire
principal amount of the Competitive Borrowing requested by the relevant
Borrower) of the Competitive Loan or Loans that the Lender is willing to make,
(ii) the Competitive Bid Rate or Competitive Bid Rates at which the Lender is
prepared to make such Loan or Loans (expressed as a percentage rate per annum
in the form of a decimal to no more than four decimal places) and (iii) the
Interest Period for each such Loan and the last day thereof.

                  (c)      Notification of Bids by Administrative Agent. The
Administrative Agent shall promptly notify the relevant Borrower by telecopy of
the Competitive Bid Rate and the principal amount specified in each Competitive
Bid and the identity of the Lender that shall have made such Competitive Bid.

                  (d)      Acceptance of Bids by Borrowers. Subject only to the
provisions of this paragraph, a Borrower may accept or reject any Competitive
Bid requested by such Borrower. The relevant Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept
or reject each Competitive Bid, in the case of a Competitive Eurodollar
Borrowing, not later than 10:30 a.m., New York City time, three Business Days
before the date of the proposed Competitive Borrowing, and in the case of a
Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the
proposed date of the Competitive Borrowing; provided, that (i) the failure of
such Borrower to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) such Borrower shall not accept a Competitive Bid made at
a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid
made at a lower Competitive Bid Rate, (iii) the aggregate amount of the
Competitive Bids accepted by such Borrower shall not exceed the aggregate
amount of the requested Competitive Borrowing
<PAGE>
                                     -27-


specified in the related Competitive Bid Request, (iv) to the extent necessary
to comply with clause (iii) of this proviso, such Borrower may accept
Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in
the case of multiple Competitive Bids at such Competitive Bid Rate, shall be
made pro rata in accordance with the amount of each such Competitive Bid, and
(v) except pursuant to clause (iv) of this proviso, no Competitive Bid shall be
accepted for a Competitive Loan unless such Competitive Loan is in a principal
amount of $5,000,000 or a larger multiple of $1,000,000; provided further that
if a Competitive Loan must be in an amount less than $5,000,000 because of the
provisions of clause (iv) of the first proviso of this paragraph, such
Competitive Loan may be in an amount of $1,000,000 or any multiple thereof, and
in calculating the pro rata allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate pursuant to such clause
(iv) the amounts shall be rounded to multiples of $1,000,000 in a manner
determined by the relevant Borrower. A notice given by a Borrower pursuant to
this paragraph shall be irrevocable.

                  (e)      Notification of Acceptances by the Administrative
Agent. The Administrative Agent shall promptly notify each bidding Lender by
telecopy whether or not its Competitive Bid has been accepted (and, if so, the
amount and Competitive Bid Rate so accepted), and each successful bidder will
thereupon become bound, subject to the terms and conditions hereof, to make the
Competitive Loan in respect of which its Competitive Bid has been accepted.

                  (f)      Bids by the Administrative Agent. If the
Administrative Agent shall elect to submit a Competitive Bid in its capacity as
a Lender, it shall submit such Competitive Bid directly to the relevant
Borrower at least one quarter of an hour earlier than the time by which the
other Lenders are required to submit their Competitive Bids to the
Administrative Agent pursuant to paragraph (b) of this Section.

                  (g)      Fee. The Company shall pay to the Administrative
Agent a fee of $1,250 each time a Borrower gives a Competitive Bid Request to
the Administrative Agent.

                  SECTION 2.05.     Letters of Credit.

                  (a)      General. Subject to the terms and conditions set
forth herein, in addition to the Loans provided for in Section 2.01, a Borrower
may request any Issuing Lender to issue, at any time and from time to time
during the Revolving Credit Availability Period, Letters of Credit for its own
account in such form as is acceptable to such Issuing Lender in its reasonable
determination. Letters of Credit issued hereunder shall constitute utilization
of the Revolving Credit Commitments.

                  (b)      Notice of Issuance, Amendment, Renewal or Extension.
To request the issuance of a Letter of Credit (or the amendment, renewal or
extension of an outstanding Letter of Credit), a Borrower shall hand deliver or
telecopy (or transmit by electronic communication, if arrangements for doing so
have been approved by the respective Issuing Lender) to an Issuing Lender
selected by it and the Administrative Agent (reasonably in advance of the
requested date
<PAGE>
                                     -28-


of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (d) of this Section),
the amount of such Letter of Credit, the name and address of the beneficiary
thereof, the name of such Borrower and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the respective Issuing Lender, the relevant Borrower also shall
submit a letter of credit application on such Issuing Lender's standard form in
connection with any request for a Letter of Credit. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the relevant Borrower to, or entered into by such Borrower with,
an Issuing Lender relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.

                  (c)      Limitations on Amounts. A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Company shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the aggregate LC Exposure of all of the Issuing
Lenders (determined for these purposes without giving effect to the
participations therein of the Revolving Credit Lenders pursuant to paragraph
(e) of this Section) shall not exceed $50,000,000 and (ii) the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans shall not exceed the total Revolving Credit Commitments.

                  (d)      Expiration Date. Each Letter of Credit shall expire
at or prior to the close of business on the earlier of (i) the date twelve or
thirteen months (as requested by the Company) after the date of the issuance of
such Letter of Credit (or, in the case of any renewal or extension of an
existing Letter of Credit, either (A) twelve months after the then-current
expiration date of such Letter of Credit, so long as such renewal or extension
occurs within three months of such then-current expiration date, or (B)
thirteen months after the date of the renewal or extension of such Letter of
Credit) and (ii) the date that is five Business Days prior to the Revolving
Credit Commitment Termination Date.

                  (e)      Participations. By the issuance of a Letter of
Credit (or an amendment to a Letter of Credit increasing the amount thereof) by
any Issuing Lender, and without any further action on the part of such Issuing
Lender or the Lenders, such Issuing Lender hereby grants to each Lender, and
each Lender hereby acquires from such Issuing Lender, a participation in such
Letter of Credit equal to such Lender's Applicable Percentage of the aggregate
amount available to be drawn under such Letter of Credit. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments.
<PAGE>
                                     -29-


                  In consideration and in furtherance of the foregoing, each
Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for account of the respective Issuing Lender, such
Lender's Applicable Percentage of each LC Disbursement made by an Issuing
Lender promptly upon the request of such Issuing Lender at any time from the
time of such LC Disbursement until such LC Disbursement is reimbursed by the
relevant Borrower or at any time after any reimbursement payment is required to
be refunded to such Borrower for any reason. Such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. Each such payment
shall be made in the same manner as provided in Section 2.06 with respect to
Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to
the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the respective Issuing Lender the amounts so received by it
from the Lenders. Promptly following receipt by the Administrative Agent of any
payment from a Borrower pursuant to the next following paragraph, the
Administrative Agent shall distribute such payment to the respective Issuing
Lender or, to the extent that the Lenders have made payments pursuant to this
paragraph to reimburse such Issuing Lender, then to such Lenders and such
Issuing Lender as their interests may appear. Any payment made by a Lender
pursuant to this paragraph to reimburse an Issuing Lender for any LC
Disbursement shall not constitute a Loan and shall not relieve the Borrowers of
their obligation to reimburse such LC Disbursement.

                  (f)      Reimbursement. If an Issuing Lender shall make any
LC Disbursement in respect of a Letter of Credit, the Borrower for whose
account such Letter of Credit was issued shall reimburse such Issuing Lender in
respect of such LC Disbursement by paying to the Administrative Agent an amount
equal to such LC Disbursement not later than 12:00 noon, New York City time, on
(i) the Business Day that such Borrower receives notice of such LC
Disbursement, if such notice is received prior to 10:00 a.m., New York City
time, or (ii) the Business Day immediately following the day that such Borrower
receives such notice, if such notice is not received prior to such time,
provided that, if such LC Disbursement is not less than $3,000,000, such
Borrower may, subject to the conditions to borrowing set forth herein, request
in accordance with Section 2.03 that such payment be financed with a Revolving
Credit ABR Borrowing in an equivalent amount and, to the extent so financed,
such Borrower's obligation to make such payment shall be discharged and
replaced by the resulting Revolving Credit ABR Borrowing.

                  If the relevant Borrower fails to make such payment when due,
the Administrative Agent shall notify each Revolving Credit Lender of the
applicable LC Disbursement, the payment then due from such Borrower in respect
thereof and such Lender's Applicable Percentage thereof.

                  (g)      Obligations Absolute. Each Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (f) of this Section in
respect of Letters of Credit issued for its account shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit, or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit
<PAGE>
                                     -30-


proving to be forged, fraudulent or invalid in any respect or any statement
therein being untrue or inaccurate in any respect, (iii) payment by the
respective Issuing Lender under a Letter of Credit against presentation of a
draft or other document that does not comply strictly with the terms of such
Letter of Credit, and (iv) any other event or circumstance whatsoever, whether
or not similar to any of the foregoing, that might, but for the provisions of
this Section, constitute a legal or equitable discharge of such Borrower's
obligations hereunder.

                  Neither the Administrative Agent, the Lenders nor any Issuing
Lender, nor any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit by the respective Issuing Lender or any payment or failure
to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other
communication under or relating to any Letter of Credit (including any document
required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of
the respective Issuing Lender; provided that the foregoing shall not be
construed to excuse an Issuing Lender from liability to a Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by such Borrower to the extent permitted by
applicable law) suffered by such Borrower that are caused by such Issuing
Lender's or its agents' gross negligence or willful misconduct when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that:

                  (i)      an Issuing Lender may accept documents that appear
         on their face to be in substantial compliance with the terms of a
         Letter of Credit without responsibility for further investigation,
         regardless of any notice or information to the contrary, and may make
         payment upon presentation of documents that appear on their face to be
         in substantial compliance with the terms of such Letter of Credit;

                  (ii)     an Issuing Lender shall have the right, in its sole
         discretion, to decline to accept such documents and to make such
         payment if such documents are not in strict compliance with the terms
         of such Letter of Credit; and

                  (iii)    this sentence shall establish the standard of care
         to be exercised by an Issuing Lender when determining whether drafts
         and other documents presented under a Letter of Credit comply with the
         terms thereof (and the parties hereto hereby waive, to the extent
         permitted by applicable law, any standard of care inconsistent with
         the foregoing).

                  (h)      Disbursement Procedures. The Issuing Lender for any
Letter of Credit shall, within a reasonable time following its receipt thereof,
examine all documents purporting to represent a demand for payment under such
Letter of Credit. Such Issuing Lender shall promptly after such examination
notify the Administrative Agent and the relevant Borrower by telephone
(confirmed by telecopy) of such demand for payment and whether such Issuing
Lender has made or will make an LC Disbursement thereunder; provided that any
failure to give or delay in giving
<PAGE>
                                     -31-


such notice shall not relieve such Borrower of its obligation to reimburse such
Issuing Lender and the Lenders with respect to any such LC Disbursement.

                  (i)      Interim Interest. If the Issuing Lender for any
Letter of Credit shall make any LC Disbursement, then, unless the relevant
Borrower shall reimburse such LC Disbursement in full on the date such LC
Disbursement is made, the unpaid amount thereof shall bear interest, for each
day from and including the date such LC Disbursement is made to but excluding
the date that such Borrower reimburses such LC Disbursement, at the rate per
annum then applicable to ABR Loans; provided that, if such Borrower fails to
reimburse such LC Disbursement when due pursuant to paragraph (f) of this
Section, then Section 2.12(d) shall apply. Interest accrued pursuant to this
paragraph shall be for account of such Issuing Lender, except that interest
accrued on and after the date of payment by any Lender pursuant to paragraph
(f) of this Section to reimburse such Issuing Lender shall be for account of
such Lender to the extent of such payment.

                  (j)      Replacement of an Issuing Lender. Any Issuing Lender
may be replaced at any time by written agreement between the Company, the
Administrative Agent, the replaced Issuing Lender and the successor Issuing
Lender. The Administrative Agent shall notify the Lenders of any such
replacement of an Issuing Lender. At the time any such replacement shall become
effective, the Borrowers shall pay all unpaid fees accrued for account of the
replaced Issuing Lender pursuant to Section 2.11(c). From and after the
effective date of any such replacement, (i) the successor Issuing Lender shall
have all the rights and obligations of the replaced Issuing Lender under this
Agreement with respect to Letters of Credit to be issued by it thereafter and
(ii) references herein to the term "Issuing Lender" shall be deemed to include
such successor or any previous Issuing Lender, or such successor and all
previous Issuing Lenders, as the context shall require. After the replacement
of an Issuing Lender hereunder, the replaced Issuing Lender shall remain a
party hereto and shall continue to have all the rights and obligations of an
Issuing Lender under this Agreement with respect to Letters of Credit issued by
it prior to such replacement, but shall not be required to issue additional
Letters of Credit.

                  (k)      Cash Collateralization. If an Event of Default shall
occur and be continuing and the Company receives notice from the Administrative
Agent or the Required Lenders (or, if the maturity of the Loans has been
accelerated, Lenders with LC Exposure representing more than 50% of the total
LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph, or (if such Event of Default is of the type referred to in clause
(g) or (h) of Article VIII), without any demand or taking of any other action
by the Administrative Agent or Lenders, the relevant Borrower(s) shall
immediately deposit into an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Revolving Credit
Lenders, an amount in cash equal to the LC Exposure as of such date plus any
accrued and unpaid interest thereon; provided that the obligation to deposit
such cash collateral shall become effective immediately, and such deposit shall
become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default with respect to the Borrower
described in clause (g) or (h) of Article VIII. Such deposit shall be held by
the Administrative Agent as collateral for the payment and performance of the
obligations of the
<PAGE>
                                     -32-


relevant Borrower under this Agreement. The Administrative Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal,
over such account. Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole discretion of
the Administrative Agent and at the relevant Borrower's risk and expense, such
deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be
applied by the Administrative Agent to reimburse each Issuing Lender for LC
Disbursements of such Borrower for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of such Borrower for the LC Exposure at such time or, if the
maturity of the Loans has been accelerated (but subject to the consent of
Lenders with LC Exposure representing more than 50% of the total LC Exposure),
be applied to satisfy other obligations of such Borrower under this Agreement.
If a Borrower is required to provide an amount of cash collateral hereunder as
a result of the occurrence of an Event of Default, such amount (to the extent
not applied as aforesaid) shall be returned to such Borrower within three
Business Days after all Events of Default have been cured or waived.

                  SECTION 2.06.     Funding of Borrowings.

                  (a)      Funding by Lenders. Each Lender shall make each Loan
to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account
of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available
to the relevant Borrower by promptly crediting the amounts so received, in like
funds, to an account of such Borrower maintained with the Administrative Agent
in New York City and designated by such Borrower in the applicable Borrowing
Request or Competitive Bid Request; provided that Revolving Credit ABR
Borrowings made to finance the reimbursement of an LC Disbursement as provided
in Section 2.05(f) shall be remitted by the Administrative Agent to the
respective Issuing Lender.

                  (b)      Presumption by the Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender's share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the relevant Borrower a corresponding amount. In
such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the such Borrower severally agree to pay to the Administrative Agent forthwith
on demand such corresponding amount with interest thereon, for each day from
and including the date such amount is made available to such Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case
of such Lender, the Federal Funds Effective Rate or (ii) in the case of such
Borrower, the interest rate applicable to ABR Loans. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing.
<PAGE>
                                     -33-


                  SECTION 2.07.     Interest Elections.

                  (a)      Elections by a Borrower for Syndicated Borrowings.
The Loans constituting each Syndicated Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Syndicated
Eurodollar Borrowing, shall have the Interest Period specified in such
Borrowing Request. Thereafter, the relevant Borrower may elect to convert such
Borrowing to a Borrowing of a different Type or to continue such Borrowing as a
Borrowing of the same Type and, in the case of a Syndicated Eurodollar
Borrowing, may elect the Interest Period therefor, all as provided in this
Section. Such Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans constituting such
Borrowing, and the Loans constituting each such portion shall be considered a
separate Borrowing. This Section shall not apply to Competitive Borrowings,
which may not be converted or continued.

                  (b)      Notice of Elections. To make an election pursuant to
this Section, a Borrower shall notify the Administrative Agent of such election
by telephone by the time that a Borrowing Request would be required under
Section 2.03 if such Borrower were requesting a Syndicated Borrowing of the
Type resulting from such election to be made on the effective date of such
election. Each such telephonic Interest Election Request shall be irrevocable
and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Interest Election Request in a form approved
by the Administrative Agent and signed by the Company.

                  (c)      Content of Interest Election Requests. Each
telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:

                  (i)      the Borrowing to which such Interest Election
         Request applies and, if different options are being elected with
         respect to different portions thereof, the portions thereof to be
         allocated to each resulting Borrowing (in which case the information
         to be specified pursuant to clauses (iii) and (iv) of this paragraph
         shall be specified for each resulting Borrowing);

                  (ii)     the effective date of the election made pursuant to
         such Interest Election Request, which shall be a Business Day;

                  (iii)    whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv)     if the resulting Borrowing is a Eurodollar
         Borrowing, the Interest Period therefor after giving effect to such
         election, which shall be a period contemplated by the definition of
         the term "Interest Period" and permitted under Section 2.02(d).
<PAGE>
                                     -34-


                  (d)      Notice by the Administrative Agent to the Lenders.
Promptly following receipt of an Interest Election Request, the Administrative
Agent shall advise each Lender of the details thereof and of such Lender's
portion of each resulting Borrowing.

                  (e)      Failure to Elect; Events of Default. If a Borrower
fails to deliver a timely and complete Interest Election Request with respect
to a Syndicated Eurodollar Borrowing prior to the end of the Interest Period
therefor, then, unless such Borrowing is repaid as provided herein, at the end
of such Interest Period such Borrowing shall be converted to an ABR Borrowing.
Notwithstanding any contrary provision hereof, if an Event of Default has
occurred and is continuing and the Administrative Agent, at the request of the
Required Lenders, so notifies the relevant Borrower, then, so long as an Event
of Default is continuing (i) no outstanding Syndicated Borrowing may be
converted to or continued as a Syndicated Eurodollar Borrowing and (ii) unless
repaid, each Syndicated Eurodollar Borrowing shall be converted to an ABR
Borrowing at the end of the Interest Period therefor.

                  SECTION 2.08.     Termination and Reduction of the
Commitments.

                  (a)      Scheduled Termination. Unless previously terminated,
(i) the Term Loan Commitments shall terminate at 5:00 p.m., New York City time,
on the Effective Date, and (ii) the Revolving Credit Commitments shall
terminate on the Revolving Credit Commitment Termination Date.

                  (b)      Voluntary Termination or Reduction. The Company may
at any time terminate, or from time to time reduce, the Commitments of any
Class; provided that (i) each reduction of the Commitments of any Class shall
be in an amount that is $5,000,000 or a larger multiple of $5,000,000 and (ii)
the Company shall not terminate or reduce the Revolving Credit Commitments if,
after giving effect to any concurrent prepayment of the Revolving Credit Loans
in accordance with Section 2.10, the sum of the total Revolving Credit
Exposures plus the aggregate principal amount of outstanding Competitive Loans
would exceed the total Revolving Credit Commitments.

                  (c)      Notice of Voluntary Termination or Reduction. The
Company shall notify the Administrative Agent of any election to terminate or
reduce the Commitments of any Class under paragraph (b) of this Section at
least three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Company pursuant
to this Section shall be irrevocable; provided that a notice of termination of
the Revolving Credit Commitments delivered by the Company may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Company (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied.
<PAGE>
                                     -35-


                  (d)      Effect of Termination or Reduction. Any termination
or reduction of the Commitments of either Class shall be permanent. Each
reduction of the Commitments of either Class shall be made ratably among the
Lenders in accordance with their respective Commitments of such Class.

                  SECTION 2.09.     Repayment of Loans; Evidence of Debt.

                  (a)      Repayment. Each Borrower hereby unconditionally
promise to pay the Loans as follows:

                  (i)      to the Administrative Agent for account of the
         Revolving Credit Lenders the outstanding principal amount of the
         Revolving Credit Loans on the Revolving Credit Commitment Termination
         Date,

                  (ii)     to the Administrative Agent for account of the Term
         Loan Lenders the outstanding principal amount of the Term Loans on
         each Principal Payment Date set forth below in the aggregate principal
         amount set forth opposite such Principal Payment Date (subject to
         adjustment pursuant to paragraph (b) of this Section):


<TABLE>
<CAPTION>
                           Principal Payment Date                          Amount ($)
                           ----------------------                          ----------

                           <S>                                             <C>
                           May 22, 2003                                    $60,000,000

                           May 22, 2004                                    $60,000,000

                           Term Loan Maturity Date                        $180,000,000
</TABLE>

                  (iii)    to the Administrative Agent for account of the
         respective Lender the then unpaid principal amount of each Competitive
         Loan of such Lender on the last day of the Interest Period therefor.

                  (b)      Adjustment of Amortization Schedule. If the initial
aggregate amount of the Term Loan Commitments exceeds the aggregate principal
amount of Term Loans that are made on the Effective Date, then the scheduled
repayments of Borrowings to be made pursuant to this Section shall be reduced
ratably by an aggregate amount equal to such excess. Any prepayment of a Term
Borrowing shall be applied to reduce the next subsequent scheduled repayment of
the Term Borrowings to be made pursuant to this Section. To the extent not
previously paid, all Term Loans shall be due and payable on the Term Loan
Maturity Date.

                  (c)      Manner of Payment. Prior to any repayment or
prepayment of any Borrowings of either Class hereunder, the relevant Borrower
shall select the Borrowing or Borrowings of the applicable Class to be paid and
shall notify the Administrative Agent by telephone (confirmed by telecopy) of
such selection not later than 12:00 noon, New York City time, three Business
Days before the scheduled date of such repayment; provided that each
<PAGE>
                                     -36-


repayment of Borrowings of either Class shall be applied to repay any
outstanding ABR Borrowings of such Class before any other Borrowings of such
Class. If a Borrower fails to make a timely selection of the Borrowing or
Borrowings to be repaid or prepaid, such payment shall be applied, first, to
pay any outstanding ABR Borrowings of the applicable Class and, second, to
other Borrowings of such Class in the order of the remaining duration of their
respective Interest Periods (the Borrowing with the shortest remaining Interest
Period to be repaid first), and for these purposes, Competitive Loans shall be
deemed to be in the same Class as Revolving Credit Loans. Each payment of a
Syndicated Borrowing shall be applied ratably to the Loans included in such
Borrowing.

                  (d)      Maintenance of Records by Lenders. Each Lender shall
maintain in accordance with its usual practice records evidencing the
indebtedness of each Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid
to such Lender from time to time hereunder.

                  (e)      Maintenance of Records by the Administrative Agent.
The Administrative Agent shall maintain records in which it shall record (i)
the amount of each Loan made hereunder, the Class and Type thereof and each
Interest Period therefor, (ii) the amount of any principal or interest due and
payable or to become due and payable from each Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for account of the Lenders and each Lender's share thereof.

                  (f)      Effect of Entries. The entries made in the records
maintained pursuant to paragraph (d) or (e) of this Section shall be prima
facie evidence of the existence and amounts of the obligations recorded therein
absent any manifest arithmetical error in such records; provided that the
failure of any Lender or the Administrative Agent to maintain such records or
any error therein shall not in any manner affect the obligation of the
Borrowers to repay the Loans in accordance with the terms of this Agreement.

                  (g)      Promissory Notes. Any Lender may request that Loans
of either Class made by it be evidenced by a promissory note. In such event,
each Borrower shall prepare, execute and deliver to such Lender a promissory
note payable to such Lender (or, if requested by such Lender, to such Lender
and its registered assigns) and in a form reasonably approved by the
Administrative Agent. Thereafter, the Loans evidenced by such promissory note
and interest thereon shall at all times (including after assignment pursuant to
Section 10.04) be represented by one or more promissory notes in such form
payable to the payee named therein (or, if such promissory note is a registered
note, to such payee and its registered assigns).

                  SECTION 2.10.     Prepayment of Loans.

                  (a)      Right to Prepay Borrowings. The Borrowers shall have
the right at any time and from time to time to prepay any Borrowing in whole or
in part, subject to the requirements of this Section; provided that no Borrower
shall have the right to prepay any Competitive Loan
<PAGE>
                                     -37-


without the prior consent of the Lender thereof. Any prepayment of the Term
Loans pursuant to this paragraph shall be applied to the installments thereof
ratably.

                  (b)      Notices, Etc. The relevant Borrower shall notify the
Administrative Agent by telephone (confirmed by telecopy) of any prepayment
hereunder (i) in the case of prepayment of a Syndicated Eurodollar Borrowing or
of a Competitive Borrowing, not later than 12:00 noon, New York City time,
three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time,
one Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Revolving Credit Commitments as contemplated by Section 2.08, then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.08. Promptly following receipt of any such notice
relating to a Syndicated Borrowing or Competitive Borrowing, the Administrative
Agent shall advise the relevant Lenders of the contents thereof. Each partial
prepayment of any Borrowing shall be in an amount equal to $1,000,000 or larger
multiple of $500,000. Each prepayment of a Syndicated Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing. Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.12
and shall be made in the manner specified in Section 2.09(c).

                  SECTION 2.11.     Fees.

                  (a)      Facility Fee. The Company agrees to pay to the
Administrative Agent for account of each Revolving Credit Lender a facility
fee, which shall accrue at the Applicable Rate on the daily amount of the
Revolving Credit Commitment of such Lender (whether used or unused) during the
period from and including the date hereof to but excluding the earlier of the
date such Revolving Credit Commitment terminates and the Revolving Credit
Commitment Termination Date; provided that, if such Lender continues to have
any Revolving Credit Exposure after its Revolving Credit Commitment terminates,
then such facility fee shall continue to accrue on the daily amount of such
Lender's Revolving Credit Exposure from and including the date on which its
Revolving Credit Commitment terminates to but excluding the date on which such
Lender ceases to have any Revolving Credit Exposure. Accrued facility fees
shall be payable on each Quarterly Date and on the earlier of the date the
Revolving Credit Commitments terminate and the Revolving Credit Commitment
Termination Date, commencing on the first such date to occur after the date
hereof; provided that any facility fees accruing after the date on which the
Revolving Credit Commitments terminate shall be payable on demand. All facility
fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding
the last day).

                  (b)      Utilization Fee. The Company agrees to pay to the
Administrative Agent for account of each Revolving Credit Lender a utilization
fee at a rate per annum equal to 0.25% of the aggregate outstanding principal
amount of the Syndicated Revolving Credit Loans made by such Lender hereunder
during any period that the aggregate principal outstanding amount of all
<PAGE>
                                     -38-


Syndicated Revolving Credit Loans hereunder exceeds 33% of the net amount of
the Revolving Credit Commitments after deducting the aggregate outstanding
principal amount of all Competitive Loans hereunder at such time. Accrued
utilization fees shall be payable on each Quarterly Date and on the earlier of
the date the Revolving Credit Commitments terminate and the Revolving Credit
Commitment Termination Date, commencing on the first such date to occur after
the date hereof; provided that any utilization fees accruing after the date on
which the Revolving Credit Commitments terminate shall be payable on demand.
All utilization fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).

                  (c)      Letter of Credit Fees. Each Borrower agrees to pay
(i) to the Administrative Agent for account of each Revolving Credit Lender a
participation fee with respect to its participations in Letters of Credit
issued for account of such Borrower, which shall accrue at a rate per annum
equal to the Applicable Rate for Revolving Credit Eurodollar Loans on the
average daily amount of such Lender's LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) relating to such Letters
of Credit during the period from and including the Effective Date to but
excluding the later of the date on which such Lender's Revolving Credit
Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to the respective Issuing Lender a fronting fee, which shall
accrue at the rate of 0.125% per annum on the average daily amount of such LC
Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but
excluding the later of the date of termination of the Revolving Credit
Commitments and the date on which there ceases to be any LC Exposure, as well
as such Issuing Lender's standard fees with respect to the issuance, amendment,
renewal or extension of any such Letter of Credit or processing of drawings
thereunder. Participation fees and fronting fees accrued through and including
each Quarterly Date shall be payable on the third Business Day following such
Quarterly Date, commencing on the first such date to occur after the Effective
Date; provided that all such fees shall be payable on the date on which the
Revolving Credit Commitments terminate and any such fees accruing after the
date on which the Revolving Credit Commitments terminate shall be payable on
demand. Any other fees payable to any Issuing Lender pursuant to this paragraph
shall be payable within 10 days after demand. All participation fees and
fronting fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).

                  (d)      Administrative Agent Fees. The Company agrees to pay
to the Administrative Agent, for its own account, fees payable in the amounts
and at the times separately agreed upon between the Company and the
Administrative Agent.

                  (e)      Payment of Fees. All fees payable hereunder shall be
paid on the dates due, in immediately available funds, to the Administrative
Agent (or to the respective Issuing Lender, in the case of fees payable to it)
for distribution, in the case of facility fees, utilization fees and
participation fees, to the Lenders entitled thereto. Fees paid shall not be
refundable under any circumstances.
<PAGE>
                                      -39-


                  SECTION 2.12.     Interest.

                  (a)      ABR Loans. The Loans constituting each ABR Borrowing
shall bear interest at a rate per annum equal to the Alternate Base Rate plus
the Applicable Rate.

                  (b)      Eurodollar Loans. The Loans constituting each
Eurodollar Borrowing shall bear interest at a rate per annum equal to (i) in the
case of a Syndicated Eurodollar Borrowing, the Adjusted LIBO Rate for the
Interest Period for such Borrowing plus the Applicable Rate, or (ii) in the case
of a Competitive Eurodollar Borrowing, the LIBO Rate for the Interest Period for
such Borrowing plus (or minus, as applicable) the Margin applicable to such
Loan.

                  (c)      Fixed Rate Loans. Each Fixed Rate Loan shall bear
interest at a rate per annum equal to the Fixed Rate applicable to such Loan.

                  (d)      Default Interest. Notwithstanding the foregoing, if
any principal of or interest on any Loan or any fee or other amount payable by
any Borrower hereunder is not paid when due, whether at stated maturity, upon
acceleration or otherwise, such overdue amount shall bear interest, after as
well as before judgment, at a rate per annum equal to (i) in the case of overdue
principal of any Loan, 2% plus the rate otherwise applicable to such Loan as
provided above or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Loans as provided in paragraph (a) of this Section.

                  (e)      Payment of Interest. Accrued interest on each Loan
shall be payable in arrears on each Interest Payment Date for such Loan and, in
the case of Revolving Credit Loans, upon termination of the Revolving Credit
Commitments; provided that (i) interest accrued pursuant to paragraph (d) of
this Section shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Loan (other than a prepayment of a Revolving Credit ABR Loan
prior to the Revolving Credit Commitment Termination Date), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Syndicated Eurodollar Borrowing prior to the end of the Interest Period
therefor, accrued interest on such Borrowing shall be payable on the effective
date of such conversion.

                  (f)      Computation. All interest hereunder shall be computed
on the basis of a year of 360 days, except that interest computed by reference
to the Alternate Base Rate at times when the Alternate Base Rate is based on the
Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in
a leap year), and in each case shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). The applicable
Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

                  SECTION 2.13.     Alternate Rate of Interest. If prior to the
commencement of the Interest Period for any Eurodollar Borrowing:

<PAGE>

                                      -40-


                  (a)      the Administrative Agent determines (which
         determination shall be conclusive absent manifest error) that adequate
         and reasonable means do not exist for ascertaining the Adjusted LIBO
         Rate (in the case of a Syndicated Eurodollar Borrowing) or the LIBO
         Rate (in the case of a Competitive Eurodollar Borrowing) for such
         Interest Period; or

                  (b)      if such Borrowing is of a particular Class of Loans,
         the Administrative Agent is advised by the Required Lenders of such
         Class (or, in the case of a Competitive Eurodollar Borrowing, any
         Lender that is required to make a Loan included in such Borrowing) that
         the Adjusted LIBO Rate (in the case of a Syndicated Eurodollar
         Borrowing) or the LIBO Rate (in the case of a Competitive Eurodollar
         Borrowing) for such Interest Period will not adequately and fairly
         reflect the cost to such Lenders (or Lender) of making or maintaining
         their respective Loans (or its Loan) included in such Borrowing for
         such Interest Period;

then the Administrative Agent shall give notice thereof to the Company and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Company and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Syndicated Borrowing to, or
the continuation of any Syndicated Borrowing as, a Syndicated Eurodollar
Borrowing shall be ineffective and such Syndicated Borrowing (unless prepaid)
shall be continued as, or converted to, an ABR Borrowing, (ii) if any Borrowing
Request requests a Syndicated Eurodollar Borrowing, such Borrowing shall be made
as an ABR Borrowing and (iii) any request by a Borrower for a Competitive
Eurodollar Borrowing shall be ineffective; provided that if the circumstances
giving rise to such notice do not affect all the Lenders, then requests by a
Borrower for Competitive Eurodollar Borrowings may be made to Lenders that are
not affected thereby.

                  SECTION 2.14.     Increased Costs.

                  (a)      Increased Costs Generally. If any Change in Law
         shall:

                  (i)      impose, modify or deem applicable any reserve,
         special deposit or similar requirement against assets of, deposits with
         or for account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing
         Lender; or

                  (ii)     impose on any Lender or any Issuing Lender or the
         London interbank market any other condition affecting this Agreement or
         Eurodollar Loans or Fixed Rate Loans made by such Lender or any Letter
         of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lenders of making or maintaining any Eurodollar Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to increase the cost to
such Lender or such Issuing Lender of participating in,

<PAGE>
                                      -41-


issuing or maintaining any Letter of Credit or to reduce the amount of any sum
received or receivable by such Lender or such Issuing Lender hereunder (whether
of principal, interest or otherwise), then the relevant Borrowers will pay to
such Lender or such Issuing Lender, as the case may be, such additional amount
or amounts as will compensate such Lender or such Issuing Lender, as the case
may be, for such additional costs incurred or reduction suffered.

                  (b)      Capital Requirements. If any Lender or any Issuing
Lender determines that any Change in Law regarding capital requirements has or
would have the effect of reducing the rate of return on such Lender's or such
Issuing Lender's capital or on the capital of such Lender's or such Issuing
Lender's holding company, if any, as a consequence of this Agreement or the
Loans made by, or participations in Letters of Credit held by, such Lender, or
the Letters of Credit issued by such Issuing Lender, to a level below that which
such Lender or such Issuing Lender or such Lender's or such Issuing Lender's
holding company could have achieved but for such Change in Law (taking into
consideration such Lender's or such Issuing Lender's policies and the policies
of such Lender's or such Issuing Lender's holding company with respect to
capital adequacy), then from time to time the Company will pay to such Lender or
such Issuing Lender, as the case may be, such additional amount or amounts as
will compensate such Lender or such Issuing Lender or such Lender's or such
Issuing Lender's holding company for any such reduction suffered.

                  (c)      Certificates from Lenders. A certificate of a Lender
or an Issuing Lender setting forth the amount or amounts necessary to compensate
such Lender or such Issuing Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be delivered to the
Company and shall be conclusive absent manifest error. The relevant Borrowers
shall pay such Lender or such Issuing Lender, as the case may be, the amount
shown as due on any such certificate within 10 days after receipt thereof.

                  (d)      Delay in Requests. Failure or delay on the part of
any Lender or any Issuing Lender to demand compensation pursuant to this Section
shall not constitute a waiver of such Lender's or such Issuing Lender's right to
demand such compensation; provided that no Borrower shall be required to
compensate a Lender or an Issuing Lender pursuant to this Section for any
increased costs or reductions incurred more than three months prior to the date
that such Lender or such Issuing Lender, as the case may be, notifies the
Company of the Change in Law giving rise to such increased costs or reductions
and of such Lender's or such Issuing Lender's intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the three-month period
referred to above shall be extended to include the period of retroactive effect
thereof.

                  (e)      Competitive Loans. Notwithstanding the foregoing
provisions of this Section, a Lender shall not be entitled to compensation
pursuant to this Section in respect of any Competitive Loan if the Change in Law
that would otherwise entitle it to such compensation shall have been publicly
announced prior to submission of the Competitive Bid pursuant to which such Loan
was made.

<PAGE>
                                      -42-


                  SECTION 2.15.     Break Funding Payments. In the event of (a)
the payment of any principal of any Eurodollar Loan or Fixed Rate Loan other
than on the last day of an Interest Period therefor (including as a result of an
Event of Default), (b) the conversion of any Syndicated Eurodollar Loan other
than on the last day of an Interest Period therefor, (c) the failure to borrow,
convert, continue or prepay any Syndicated Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice is permitted
to be revocable under Section 2.10(b) and is revoked in accordance herewith),
(d) the failure to borrow any Competitive Loan after accepting the Competitive
Bid to make such Loan, or (e) the assignment as a result of a request by the
Company pursuant to Section 2.18(b) of any Syndicated Eurodollar Loan other than
on the last day of an Interest Period therefor or of any Competitive Loan, then,
in any such event, the relevant Borrower shall compensate each Lender for the
loss, cost and expense attributable to such event.

                  In the case of a Eurodollar Loan, the loss to any Lender
attributable to any such event shall be deemed to include an amount determined
by such Lender to be equal to the excess, if any, of (i) the amount of interest
that such Lender would pay for a deposit equal to the principal amount of such
Loan for the period from the date of such payment, conversion, failure or
assignment to the last day of the then current Interest Period for such Loan
(or, in the case of a failure to borrow, convert or continue, the duration of
the Interest Period that would have resulted from such borrowing, conversion or
continuation) if the interest rate payable on such deposit were equal to the
Adjusted LIBO Rate (in the case of a Syndicated Eurodollar Loan) or the LIBO
Rate (in the case of a Competitive Eurodollar Loan) for such Interest Period,
over (ii) the amount of interest that such Lender would earn on such principal
amount for such period if such Lender were to invest such principal amount for
such period at the interest rate that would be bid by such Lender (or an
affiliate of such Lender) for Dollar deposits from other banks in the eurodollar
market at the commencement of such period. A certificate of any Lender setting
forth any amount or amounts that such Lender is entitled to receive pursuant to
this Section shall be delivered to the Company and shall be conclusive absent
manifest error. The relevant Borrower shall pay such Lender the amount shown as
due on any such certificate within 10 days after receipt thereof.

                  SECTION 2.16.     Taxes.

                  (a)      Payments Free of Taxes. Any and all payments by or on
account of any obligation of the Borrowers hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if any Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent, Lender or Issuing Lender (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions been made, (ii) such Borrower shall make such deductions and
(iii) such Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

<PAGE>
                                      -43-


                  (b)      Payment of Other Taxes. In addition, the Borrowers
shall pay any Other Taxes to the relevant Governmental

Authority in accordance with applicable law.

                  (c)      Indemnification. Each Borrower shall indemnify the
Administrative Agent, each Lender and each Issuing Lender, within 10 days after
written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or such Issuing Lender, as the case may be, and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
Company by a Lender or an Issuing Lender, or by the Administrative Agent on its
own behalf or on behalf of a Lender or an Issuing Lender, shall be conclusive
absent manifest error.

                  (d)      Evidence of Payments. As soon as practicable after
any payment of Indemnified Taxes or Other Taxes by any Borrower to a
Governmental Authority, such Borrower shall deliver to the Administrative Agent
the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment
or other evidence of such payment reasonably satisfactory to the Administrative
Agent.

                  (e)      Foreign Lenders. Any Foreign Lender that is entitled
to an exemption from or reduction of withholding tax under the law of the
jurisdiction(s) in which the Borrowers are located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall
deliver to the Company (with a copy to the Administrative Agent), at the time or
times prescribed by applicable law or reasonably requested by the Company, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate.

                  (f)      Foreign Borrowers. In addition to, and not in
limitation of, the foregoing:

                  (i)      Payment Free and Clear of Foreign Taxes. All payments
         on account of the principal of and interest on the Loans, fees and all
         other amounts payable hereunder by any Borrower organized in any
         jurisdiction other than the United States of America or a State thereof
         (any such Borrower being herein called a "Foreign Borrower") to or for
         the account of the Administrative Agent or any Lender, including
         amounts payable under paragraph (ii) of this Section 2.16(f), shall be
         made free and clear of and without reduction or liability for Foreign
         Taxes. Each Foreign Borrower will pay all Foreign Taxes applicable to
         it, without charge to or offset against any amount due to the
         Administrative Agent or any Lender, prior to the date on which
         penalties attach thereto, except for any such Foreign Taxes (other than
         Foreign Taxes imposed on or in respect of any amount payable by such
         Foreign Borrower hereunder) the payment of which is being contested in
         good faith and by proper proceedings and against which adequate
         reserves

<PAGE>
                                      -44-


         are being maintained, so long as no claim for such Foreign Taxes is
         made on the Administrative Agent or any Lender.

                  (ii)     Indemnification for Foreign Taxes. Each Foreign
         Borrower shall indemnify the Administrative Agent and each Lender
         against, and reimburse the Administrative Agent and each Lender on
         demand for, any Foreign Taxes applicable to it and any loss, liability,
         claim or expense, including interest, penalties and legal fees, that
         the Administrative Agent or such Lender may incur at any time arising
         out of or in connection with any failure of such Foreign Borrower to
         make any payment of Foreign Taxes when due.

                  (iii)    Gross-Up for Foreign Taxes. In the event that a
         Foreign Borrower is required by applicable law, decree or regulation to
         deduct or withhold Foreign Taxes from any amounts payable on, under or
         in respect of this Agreement or the Loans made to such Foreign
         Borrower, such Foreign Borrower shall (to the fullest extent permitted
         by applicable law) promptly pay the Person entitled to such amount such
         additional amounts as may be required, after the deduction or
         withholding of Foreign Taxes, to enable such Person to receive from
         such Foreign Borrower on the due date thereof, an amount equal to the
         full amount stated to be payable to such Person under this Agreement.
         Each Lender shall provide to a Foreign Borrower such forms or
         certificates as the Foreign Borrower may reasonably request to
         establish such Lender's entitlement to an exemption from or reduction
         of Foreign Taxes, but no Lender shall be required to provide any form
         or certificate if it determines in its discretion that the provision of
         such form or certificate could adversely affect it or it is not legally
         entitled to provide such form or certificate.

                  (iv)     Tax Receipts, Etc. Each Foreign Borrower shall
         furnish to the Administrative Agent, upon the request of any Lender
         (through the Administrative Agent), together with sufficient certified
         copies for distribution to each Lender requesting the same (identifying
         the Lenders that have so requested), original official tax receipts (or
         certified copies thereof) in respect of each payment of Foreign Taxes
         required under this Section made by such Foreign Borrower or such other
         information, documents and receipts that the Administrative Agent or
         such Lender may reasonably require to establish to its satisfaction
         that full and timely payment has been made of all Foreign Taxes
         required to be paid under this Section within 30 days after the date
         such payment is made.

                  SECTION 2.17.     Payments Generally; Pro Rata Treatment;
 Sharing of Set-offs.

                  (a)      Payments by the Borrowers. Each Borrower shall make
each payment required to be made by it hereunder (whether of principal,
interest, fees or reimbursement of LC Disbursements, or under Section 2.14, 2.15
or 2.16, or otherwise) or under any other Loan Document (except to the extent
otherwise provided therein) prior to 12:00 noon, New York City time, on the date
when due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of

<PAGE>
                                      -45-


calculating interest thereon. All such payments shall be made to the
Administrative Agent at an account designated by the Administrative Agent to the
Company, except as otherwise expressly provided in the relevant Loan Document
and except payments to be made directly to an Issuing Lender as expressly
provided herein and payments pursuant to Sections 2.14, 2.15, 2.16 and 10.03,
which shall be made directly to the Persons entitled thereto. The Administrative
Agent shall distribute any such payments received by it for account of any other
Person to the appropriate recipient promptly following receipt thereof. If any
payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day and, in the case
of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments hereunder or under any other Loan
Document (except to the extent otherwise provided therein) shall be made in
Dollars.

                  (b)      Application of Insufficient Payments. If at any time
insufficient funds are received by and available to the Administrative Agent to
pay fully all amounts of principal, unreimbursed LC Disbursements, interest and
fees then due hereunder, such funds shall be applied (i) first, to pay interest
and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and
(ii) second, to pay principal and unreimbursed LC Disbursements then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and unreimbursed LC Disbursements then due to such parties.

                  (c)      Pro Rata Treatment. Except to the extent otherwise
provided herein: (i) each Syndicated Borrowing of a particular Class shall be
made from the relevant Lenders, each payment of facility fee, utilization fee or
participation fee under Section 2.11 shall be made for account of the relevant
Lenders, and each termination or reduction of the amount of the Commitments of a
particular Class under Section 2.08 shall be applied to the respective
Commitments of such Class of the relevant Lenders, pro rata according to the
amounts of their respective Commitments of such Class; (ii) each Syndicated
Borrowing of any Class shall be allocated pro rata among the relevant Lenders
according to the amounts of their respective Commitments of such Class (in the
case of the making of Syndicated Loans) or their respective Loans of such Class
that are to be included in such Borrowing (in the case of conversions and
continuations of Loans); (iii) each payment or prepayment of principal of
Revolving Credit Loans and Term Loans by a Borrower shall be made for account of
the Lenders pro rata in accordance with the respective unpaid principal amounts
of the Syndicated Loans of such Class held by them; and (iv) each payment of
interest on Revolving Credit Loans and Term Loans by a Borrower shall be made
for account of the Lenders pro rata in accordance with the amounts of interest
on such Loans then due and payable to the respective Lenders.

                  (d)      Sharing of Payments by Lenders. If any Lender shall,
by exercising any right of set-off or counterclaim or otherwise, obtain payment
in respect of any principal of or interest on any of its Syndicated Loans or
participations in LC Disbursements resulting in such Lender receiving payment of
a greater proportion of the aggregate amount of its Syndicated Loans and
participations in LC Disbursements and accrued interest thereon then due than
the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase

<PAGE>
                                      -46-


(for cash at face value) participations in the Syndicated Loans and
participations in LC Disbursements of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Syndicated Loans and participations in LC Disbursements;
provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by a Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in LC Disbursements to any assignee or
participant, other than to a Borrower or any Subsidiary or Affiliate thereof (as
to which the provisions of this paragraph shall apply). Each Borrower consents
to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against a Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Borrower in the amount of such participation.

                  (e)      Presumptions of Payment. Unless the Administrative
Agent shall have received notice from a Borrower prior to the date on which any
payment is due to the Administrative Agent for account of the Lenders or an
Issuing Lender hereunder that a Borrower will not make such payment, the
Administrative Agent may assume that such Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or such Issuing Lender, as the case may be, the amount
due. In such event, if such Borrower has not in fact made such payment, then
each of the Lenders or such Issuing Lender, as the case may be, severally agrees
to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or such Issuing Lender with interest thereon, for
each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the Federal Funds
Effective Rate.

                  (f)      Certain Deductions by the Administrative Agent. If
any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.05(e), 2.06(b) or 2.17(e), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Administrative Agent for account of such Lender to
satisfy such Lender's obligations under such Sections until all such unsatisfied
obligations are fully paid.

                  SECTION 2.18.     Mitigation Obligations; Replacement of
 Lenders.

                  (a)      Designation of a Different Lending Office. If any
Lender requests compensation under Section 2.14, or if any Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for
account of any Lender pursuant to Section 2.16, then such Lender shall use
reasonable efforts to designate a different lending office for funding

<PAGE>
                                      -47-


or booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender. The Company hereby agree to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.

                  (b)      Replacement of Lenders. If any Lender requests
indemnification under Section 2.13 or compensation under Section 2.14, or if any
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for account of any Lender pursuant to Section 2.16, or if
any Lender defaults in its obligation to fund Loans hereunder, then the Company
may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 10.04), all its interests, rights and obligations under this Agreement
(other than any outstanding Competitive Loans held by it) to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Company shall have received the
prior written consent of the Administrative Agent (and, if a Revolving Credit
Commitment is being assigned, each Issuing Lender), which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans (other than Competitive
Loans) and participations in LC Disbursements, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder, from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the
Borrowers (in the case of all other amounts) and (iii) in the case of any such
assignment resulting from a claim for indemnification under Section 2.13,
compensation under Section 2.14 or payments required to be made pursuant to
Section 2.16, such assignment will result in a reduction in such
indemnification, compensation or payments. A Lender shall not be required to
make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Company to
require such assignment and delegation cease to apply.

                                   ARTICLE III

                                    GUARANTEE

                  SECTION 3.01.     The Guarantee. The Company hereby guarantees
to each Lender and the Administrative Agent and their respective successors and
assigns the prompt payment in full when due (whether at stated maturity, by
acceleration or otherwise) of the principal of and interest on the Loans made by
the Lenders to each Subsidiary Borrower and all other amounts from time to time
owing to the Lenders or the Administrative Agent by each Subsidiary Borrower
under this Agreement and by any Subsidiary Borrower under any of the other Loan
Documents, in each case strictly in accordance with the terms hereof and thereof

<PAGE>
                                      -48-


(such obligations being herein collectively called the "Guaranteed
Obligations"). The Company hereby further agrees that if any Subsidiary Borrower
shall fail to pay in full when due (whether at stated maturity, by acceleration
or otherwise) any of the Guaranteed Obligations, the Company will promptly pay
the same, without any demand or notice whatsoever, and that in the case of any
extension of time of payment or renewal of any of the Guaranteed Obligations,
the same will be promptly paid in full when due (whether at extended maturity,
by acceleration or otherwise) in accordance with the terms of such extension or
renewal.

                  SECTION 3.02.     Obligations Unconditional. The obligations
of the Company under Section 3.01 are absolute and unconditional, irrespective
of the value, genuineness, validity, regularity or enforceability of the
obligations of any Subsidiary Borrower under this Agreement or any other
agreement or instrument referred to herein, or any substitution, release or
exchange of any other guarantee of or security for any of the Guaranteed
Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section that the obligations of the Company
hereunder shall be absolute and unconditional under any and all circumstances.
Without limiting the generality of the foregoing, it is agreed that the
occurrence of any one or more of the following shall not alter or impair the
liability of the Company hereunder, which shall remain absolute and
unconditional as described above:

                  (i)      at any time or from time to time, without notice to
         the Company, the time for any performance of or compliance with any of
         the Guaranteed Obligations shall be extended, or such performance or
         compliance shall be waived;

                  (ii)     any of the acts mentioned in any of the provisions of
         this Agreement or any other agreement or instrument referred to herein
         shall be done or omitted;

                  (iii) the maturity of any of the Guaranteed Obligations shall
         be accelerated, or any of the Guaranteed Obligations shall be modified,
         supplemented or amended in any respect, or any right under this
         Agreement or any other agreement or instrument referred to herein shall
         be waived or any other guarantee of any of the Guaranteed Obligations
         or any security therefor shall be released or exchanged in whole or in
         part or otherwise dealt with; or

                  (iv)     any lien or security interest granted to, or in favor
         of, the Administrative Agent or any Lender or Lenders as security for
         any of the Guaranteed Obligations shall fail to be perfected.

The Company hereby expressly waives diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Administrative
Agent or any Lender exhaust any right, power or remedy or proceed against any
Subsidiary Borrower under this Agreement or any other agreement or instrument
referred to herein, or against any other Person under any other guarantee of, or
security for, any of the Guaranteed Obligations.

<PAGE>
                                      -49-


                  SECTION 3.03.     Reinstatement. The obligations of the
Company under this Article shall be automatically reinstated if and to the
extent that for any reason any payment by or on behalf of any Subsidiary
Borrower in respect of the Guaranteed Obligations is rescinded or must be
otherwise restored by any Lender, the Administrative Agent or any other holder
of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and the Company agrees that it will
indemnify the Administrative Agent and each Lender on demand for all reasonable
costs and expenses (including fees of counsel) incurred by the Administrative
Agent or such Lender in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any bankruptcy, insolvency or similar law.

                  SECTION 3.04.     Subrogation. The Company hereby agrees that
until the payment and satisfaction in full of all Guaranteed Obligations and the
expiration and termination of the Commitments of the Lenders under this
Agreement it shall not exercise any right or remedy arising by reason of any
performance by it of its guarantee in Section 3.01, whether by subrogation or
otherwise, against any Subsidiary Borrower or any other guarantor of any of the
Guaranteed Obligations or any security for any of the Guaranteed Obligations.

                  SECTION 3.05.     Remedies. The Company agrees that, as
between the Company and the Lenders, the obligations of the Subsidiary Borrowers
under this Agreement may be declared to be forthwith due and payable as provided
in Article VIII (and shall be deemed to have become automatically due and
payable in the circumstances provided in Article VIII) for purposes of Section
3.01 notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable) as
against the Subsidiary Borrowers and that, in the event of such declaration (or
such obligations being deemed to have become automatically due and payable),
such obligations (whether or not due and payable by the Subsidiary Borrowers)
shall forthwith become due and payable by the Company for purposes of Section
3.01.

                  SECTION 3.06.     Instrument for the Payment of Money. The
Company hereby acknowledges that the guarantee in this Article constitutes an
instrument for the payment of money, and consents and agrees that any Lender or
the Administrative Agent, at its sole option, in the event of a dispute by the
Company in the payment of any moneys due hereunder, shall have the right to
bring motion-action under New York CPLR Section 3213.

                  SECTION  3.07.    Continuing Guarantee. The guarantee in this
Article is a continuing guarantee, and shall apply to all Guaranteed Obligations
whenever arising.

<PAGE>
                                      -50-


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  The Company represents and warrants to the Administrative
Agent and the Lenders that:

                  SECTION 4.01.     Corporate Existence. Each of the Company and
its Subsidiaries: (a) is a corporation, partnership or other entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization; (b) has all requisite corporate or other
power, and has all material governmental licenses, authorizations, consents and
approvals necessary to own its assets and carry on its business as now being or
as proposed to be conducted; and (c) is qualified to do business and is in good
standing in all jurisdictions in which the nature of the business conducted by
it makes such qualification necessary and where failure so to qualify could have
a Material Adverse Effect.

                  SECTION 4.02.     Financial Condition.

                  (a)      Financial Condition. The Company has heretofore
furnished to each of the Lenders the following financial statements:

                  (i)      the audited consolidated balance sheets of the
         Company and its Consolidated Subsidiaries as at December 31, 2000 and
         December 31, 2001, respectively, and the related audited consolidated
         statements of operations, capital accounts and cash flows of the
         Company and its Consolidated Subsidiaries for the fiscal years ended on
         said respective dates, with the opinion thereon of KPMG Peat Marwick
         LLP; and

                  (ii)     the unaudited consolidated balance sheets of the
         Company and its Consolidated Subsidiaries as at March 31, 2002 and the
         related unaudited consolidated statements of operations, capital
         accounts and cash flows of the Company and its Consolidated
         Subsidiaries for the three month period ended on said date.

Such financial statements are complete and correct and fairly present the
respective consolidated actual financial condition of the Company and its
Consolidated Subsidiaries, as at said date and the actual consolidated results
of their operations for the fiscal year ended on said date, all in accordance
with generally accepted accounting principles and practices of the United States
of America applied on a consistent basis; and neither the Company nor any of its
Subsidiaries had on the date thereof any material contingent liabilities,
liabilities for taxes, unusual forward or long-term commitments or unrealized or
anticipated losses from any unfavorable commitments, except as referred to or
reflected or provided for in said balance sheets as at said date. There has been
no material adverse change in the Property, business, operations, financial
condition, liabilities or capitalization of the Company and its Consolidated
Subsidiaries taken as a whole since the last day of the fiscal year of the
Company as to which financial statements have most

<PAGE>
                                      -51-


recently been delivered pursuant to Section 6.01(b) (or, if no such financial
statements have yet been delivered, since December 31, 2001).

                  SECTION 4.03.     Litigation. Except as disclosed to the
Lenders in Schedule IV, there are no legal or arbitral proceedings, or any
proceedings by or before any Governmental Authority, or any labor disputes, now
pending or (to the knowledge of the Company) threatened against the Company or
any of its Subsidiaries that, if adversely determined, would have a Material
Adverse Effect.

                  SECTION 4.04.     No Breach. None of the execution and
delivery of this Agreement, the consummation of the transactions herein
contemplated or compliance with the terms and provisions hereof will conflict
with or result in a breach of, or require any consent under, the charter or
by-laws of the Company, or any applicable law or regulation in any material
respect, or any order, writ, injunction or decree of any Governmental Authority,
or any agreement or instrument in any material respect to which the Company or
any of its Subsidiaries is a party or by which any of them or any of their
Property is bound or to which any of them is subject, or constitute a default
under any such agreement or instrument, or result in the creation or imposition
of any Lien upon any Property of the Company or any of its Subsidiaries pursuant
to the terms of any such agreement or instrument.

                  SECTION 4.05.     Action. The Company has all necessary
corporate power, authority and legal right to execute, deliver and perform its
obligations under this Agreement and to borrow under this Agreement; the
execution, delivery and performance by the Company of this Agreement and the
borrowings by the Company under this Agreement have been duly authorized by all
necessary corporate action on its part (including any required shareholder
approvals); and this Agreement has been duly and validly executed and delivered
by the Company and constitutes, its legal, valid and binding obligation,
enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability affecting the enforcement of
creditors' rights and (b) the application of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

                  SECTION 4.06.     Approvals. No authorizations, approvals or
consents of, and no filings or registrations with, any Governmental Authority
are necessary for the execution, delivery or performance by the Company of this
Agreement or the other Loan Documents or for the legality, validity or
enforceability hereof or thereof, or for any borrowing by the Company under this
Agreement.

                  SECTION 4.07.     Use of Credit. Neither the Company nor any
of its Subsidiaries is engaged principally, or as one of its important
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 hereunder will be used to buy or
carry any Margin Stock. Not more than 25% of the value of the Properties of the
Company and its

<PAGE>
                                      -52-


Subsidiaries subject to the provisions of Section 7.01 or Section 7.02 is
represented by Property constituting Margin Stock.

                  SECTION 4.08.     ERISA; Canadian Plans. Each Plan, and, to
the knowledge of the Company, each Multiemployer Plan, is in compliance in all
material respects with, and has been administered in all material respects in
compliance with, the applicable provisions of ERISA, the Code and any other
Federal or state law, and no ERISA Event has occurred and is continuing. Each
Canadian Plan is and has been in all material respects, established, qualified,
registered, administered and invested in compliance with all applicable federal
and provincial laws (including the Income Tax Act (Canada) and the Supplemental
Pension Plans Act (Quebec)) and any applicable collective bargaining agreements,
and no event or condition has occurred and is continuing as to which the Company
would be under an obligation to furnish a report to the Lenders under Section
6.01(f). All material obligations of the Company and its Subsidiaries under each
Canadian Plan, including contribution obligations, have been satisfied and there
are no outstanding defaults or violations in respect thereof.

                  SECTION 4.09.     Taxes. The Company and its domestic
Subsidiaries (within the meaning of Section 7701(a)(4) of the Code) are members
of an affiliated group of corporations filing consolidated returns for Federal
income tax purposes, of which the Company is the "common parent" (within the
meaning of Section 1504 of the Code) of such group. The Company and its
Subsidiaries have filed all Federal income tax returns and all other material
tax returns that are required to be filed by them and have paid all taxes due
pursuant to such returns or pursuant to any assessment received by the Company
or any of its Subsidiaries. The charges, accruals and reserves on the books of
the Company and its Subsidiaries in respect of taxes and other governmental
charges are, in the opinion of the Company, adequate.

                  SECTION 4.10.     Investment Company Act.  Neither the Company
nor any of its Subsidiaries is an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended.

                  SECTION 4.11.     Public Utility Holding Company Act. Neither
the Company nor any of its Subsidiaries is a "holding company", or an
"affiliate" of a "holding company" or a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

                  SECTION 4.12.     Material Agreements and Liens.

                  (a)      Material Agreements. Part A of Schedule II is a
complete and correct list, as of the date of this Agreement, of each credit
agreement, loan agreement, indenture, guarantee, letter of credit or other
arrangement providing for or otherwise relating to any Indebtedness or any
extension of credit (or commitment for any extension of credit) to, or guarantee
by, the Company or any of its Subsidiaries the aggregate principal or face
amount of which equals or exceeds (or may equal or exceed) $50,000,000, and the
aggregate principal or face amount

<PAGE>
                                      -53-


outstanding or that may become outstanding under each such arrangement is
correctly described in Part A of Schedule II.

                  On the date hereof, the maximum aggregate principal or face
amount of all Indebtedness and all other extensions of credit outstanding (or
that may become outstanding) under each credit agreement, loan agreement,
indenture, guarantee, letter of credit or other arrangement to which the Company
or any of its Subsidiaries is a party, or guarantee by the Company or any of its
Subsidiaries, that is not listed in Part A of Schedule II does not exceed an
amount equal to $25,000,000.

                  (b)      Material Liens. Part B of Schedule II is a complete
and correct list, as of the date of this Agreement, of each Lien securing
Indebtedness of any Person the aggregate principal or face amount of which
equals or exceeds (or may equal or exceed) $50,000,000 and covering any Property
of the Company or any of its Subsidiaries, and the aggregate Indebtedness
secured (or which may be secured) by each such Lien and the Property covered by
each such Lien is correctly described in Part B of Schedule II.

                  SECTION 4.13.     Environmental Matters. Each of the Company
and its Subsidiaries has obtained all environmental, health and safety permits,
licenses and other authorizations required under all Environmental Laws to carry
on its business as now being or as proposed to be conducted, except to the
extent failure to have any such permit, license or authorization would not have
a Material Adverse Effect. Each of such permits, licenses and authorizations is
in full force and effect and each of the Company and its Subsidiaries is in
compliance with the terms and conditions thereof, and is also in compliance with
all other limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules and timetables contained in any applicable
Environmental Law or in any regulation, code, plan, order, decree, judgment,
injunction, notice or demand letter issued, entered, promulgated or approved
thereunder, except to the extent failure to comply therewith would not have a
Material Adverse Effect.

                  SECTION 4.14.     Subsidiaries, Etc. Set forth in Schedule V
is a complete and correct list, as of the date of this Agreement, of all of the
Subsidiaries of the Company (other than inactive Subsidiaries awaiting
dissolution) together with, for each such Subsidiary, (i) the jurisdiction of
organization of such Subsidiary, (ii) each Person holding ownership interests in
such Subsidiary and (iii) the nature of the ownership interests held by each
such Person and the percentage of ownership of such Subsidiary represented by
such ownership interests. Except as disclosed in Schedule V, (x) each of the
Company and its Subsidiaries owns, free and clear of Liens, and has the
unencumbered right to vote, all outstanding ownership interests in each Person
shown to be held by it in said Schedule V, (y) all of the issued and outstanding
capital stock of each such Person organized as a corporation is validly issued,
fully paid and nonassessable and (z) there are no outstanding Equity Rights with
respect to such Person.

<PAGE>
                                      -54-


                  Except as set forth on Schedule III, none of the Subsidiaries
of the Company is, on the date hereof, subject to any indenture, agreement,
instrument or other arrangement of the type described in Section 7.07.

                  SECTION 4.15.     True and Complete Disclosure. The
information, reports, financial statements, exhibits and schedules furnished in
writing by or on behalf of the Company to the Administrative Agent or any Lender
in connection with the negotiation, preparation or delivery of this Agreement or
included herein or delivered pursuant hereto, when taken as a whole do not
contain any untrue statement of material fact or omit to state any material fact
necessary to make the statements herein or therein, in light of the
circumstances under which they were made, not misleading. All written
information furnished after the date hereof by the Company and its Subsidiaries
to the Administrative Agent and the Lenders in connection with this Agreement
and the transactions contemplated hereby will be true, complete and accurate in
every material respect, or (in the case of projections) based on reasonable
estimates, on the date as of which such information is stated or certified.
There is no fact known to the Company that could have a Material Adverse Effect
that has not been disclosed herein or in a report, financial statement, exhibit,
schedule, disclosure letter or other writing furnished to the Lenders for use in
connection with the transactions contemplated hereby.

                                    ARTICLE V

                                   CONDITIONS

                  SECTION 5.01.     Effective Date. The obligations of the
Lenders to make Loans and of the Issuing Lenders to issue Letters of Credit
hereunder shall not become effective until the date on which the Administrative
Agent shall have received each of the following documents, each of which shall
be satisfactory to the Administrative Agent (and to the extent specified below,
to each Lender) in form and substance (or such condition shall have been waived
in accordance with Section 10.02):

                 (a)      Executed Counterparts. From each party hereto either
         (i) a counterpart of this Agreement signed on behalf of such party or
         (ii) written evidence satisfactory to the Administrative Agent (which
         may include telecopy transmission of a signed signature page to this
         Agreement) that such party has signed a counterpart of this Agreement.

                  (b)      Opinion of Counsel to the Company. A favorable
         written opinion (addressed to the Administrative Agent and the Lenders
         and dated the Effective Date) of Harry F. Geair, Associate General
         Counsel and Assistant Secretary of the Company, substantially in the
         form of Exhibit B, and covering such other matters relating to the
         Company, this Agreement or the Transactions as the Required Lenders
         shall reasonably request (and each Borrower hereby instructs such
         counsel to deliver such opinion to the Lenders and the Administrative
         Agent).

<PAGE>
                                      -55-


                  (c)      Opinion of Special New York Counsel to JPMCB. An
         opinion, dated the Effective Date, of Milbank, Tweed, Hadley & McCloy,
         LLP, special New York counsel to JPMCB, substantially in the form of
         Exhibit C (and JPMCB hereby instructs such counsel to deliver such
         opinion to the Lenders).

                  (d)      Corporate Documents. Such documents and certificates
         as the Administrative Agent or its counsel may reasonably request
         relating to the organization, existence and good standing of each
         Borrower, the authorization of the Transactions and any other legal
         matters relating to the Borrowers, this Agreement or the Transactions,
         all in form and substance satisfactory to the Administrative Agent and
         its counsel.

                  (e)      Officer's Certificate. A certificate, dated the
         Effective Date and signed by the President, a Vice President or a
         Financial Officer of the Company, confirming compliance with the
         conditions set forth in the lettered clauses of the first sentence of
         Section 5.03.

                  (f)      Repayment of Existing Indebtedness. Evidence that the
         principal of and interest on, and all other amounts owing in respect
         of, the Existing Credit Agreements shall have been (or shall be
         simultaneously) paid in full, that any commitments to extend credit
         under the Existing Credit Agreements shall have been canceled or
         terminated and that all Guarantees in respect of the Existing Credit
         Agreements shall have been released (or arrangements for such release
         satisfactory to the Administrative Agent shall have been made).

                  (g)      Other Documents. Such other documents as the
         Administrative Agent or any Lender or special New York counsel to JPMCB
         may reasonably request.

                  The obligation of each Lender to make its initial extension of
credit hereunder is also subject to the payment by the Company of such fees as
the Company shall have agreed to pay to any Lender or the Administrative Agent
in connection herewith, including the reasonable fees and expenses of Milbank,
Tweed, Hadley & McCloy LLP, special New York counsel to JPMCB, in connection
with the negotiation, preparation, execution and delivery of this Agreement and
the other Loan Documents and the extensions of credit hereunder (to the extent
that statements for such fees and expenses have been delivered to the Company).

                  The Administrative Agent shall notify the Company and the
Lenders of the Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans and
of the Issuing Lenders to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 10.02) on or prior to 3:00 p.m., New York City time, on June
19, 2002 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

<PAGE>
                                      -56-


                  SECTION 5.02.     Initial Extension of Credit to Subsidiary
Borrowers. The obligation of any Lender to make its initial Loan to any
Subsidiary Borrower and of each Issuing Lender to issue its initial Letter of
Credit for account of any Subsidiary Borrower hereunder is subject to the
receipt by the Administrative Agent of each of the following documents, each of
which shall be satisfactory to the Administrative Agent (and to the extent
specified below, to each Lender) in form and substance (or such condition shall
have been waived in accordance with Section 10.02):

                  (a)      Subsidiary Borrower Designation Letter. A completed
         Subsidiary Borrower Designation Letter for such Subsidiary Borrower,
         substantially in the form of Exhibit G hereto, executed by the Company
         and such Subsidiary Borrower, it being understood that the Required
         Lenders shall have first consented to the respective Subsidiary of the
         Company being so designated as a "Subsidiary Borrower" hereunder
         (provided that it is understood that each of Bowater Canadian Holdings
         Incorporated, Bowater Canada Inc. and BCFPI shall be a satisfactory for
         these purposes).

                  (b)      Corporate Documents. Such documents and certificates
         as the Administrative Agent or its counsel may reasonably request
         relating to the organization, existence and good standing of such
         Subsidiary Borrower, the authorization of the Transactions and any
         other legal matters relating to such Subsidiary Borrower, this
         Agreement, the Subsidiary Borrower Designation Letter or the
         Transactions, all in form and substance satisfactory to the
         Administrative Agent and its counsel.

                  (c)      Opinion of Counsel to the Subsidiary Borrower. A
         favorable written opinion of counsel, satisfactory to the
         Administrative Agent, for such Subsidiary Borrower, substantially in
         the form of Exhibit B, and covering such other matters relating to the
         such Subsidiary Borrower, this Agreement, the Subsidiary Borrower
         Designation Letter or the Transactions as the Required Lenders shall
         reasonably request (and such Subsidiary Borrower hereby instructs such
         counsel to deliver such opinion to the Lenders and the Administrative
         Agent).

                  (d)      Process Agent Acceptance. To the extent that such
         Subsidiary Borrower is a Foreign Borrower, an acceptance from the
         "Process Agent" under and as defined in such Subsidiary Borrower
         Designation Letter, duly executed and delivered by such Process Agent.

                  (e)      Other Documents. Such other documents as the
         Administrative Agent or any Lender or special New York counsel to JPMCB
         may reasonably request.

                  SECTION 5.03.     Each Credit Event. The obligation of each
Lender to make any Loan, and of the Issuing Lenders to issue, amend, renew or
extend any Letter of Credit, is additionally subject to the satisfaction of the
following conditions:

<PAGE>
                                      -57-


                  (a)      the representations and warranties of the Company set
         forth in Article IV and Section 2.05(c) of this Agreement, and of each
         Borrower in each of the other Loan Documents to which it is a party,
         shall be true and correct on and as of the date of such Loan or the
         date of issuance, amendment, renewal or extension of such Letter of
         Credit (or, if any such representation or warranty is expressly stated
         to have been made as of a specific date, as of such specific date), as
         applicable; and

                  (b)      at the time of and immediately after giving effect to
         such Loan or the issuance, amendment, renewal or extension of such
         Letter of Credit, as applicable, no Default shall have occurred and be
         continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Company to the effect set forth in the preceding sentence.

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, the Company covenants and
agrees with the Administrative Agent and the Lenders that:

                  SECTION 6.01.     Financial Statements and Other Information.
The Company will furnish to the Administrative Agent and each Lender:

                  (a)      as soon as available and in any event within 60 days
         after the end of each of the quarterly fiscal periods of each fiscal
         year of the Company, consolidated statements of operations, capital
         accounts and cash flows of the Company and its Consolidated
         Subsidiaries for such period and for the period from the beginning of
         the respective fiscal year to the end of such period, and the related
         consolidated balance sheet of the Company and its Consolidated
         Subsidiaries as at the end of such period, setting forth in each case
         in comparative form the corresponding consolidated figures for the
         corresponding period in the preceding fiscal year;

                  (b)      as soon as available and in any event within 120 days
         after the end of each fiscal year of the Company, consolidated
         statements of operations, capital accounts and cash flows of the
         Company and its Consolidated Subsidiaries for such fiscal year and the
         related consolidated balance sheet of the Company and its Consolidated
         Subsidiaries as at the end of such fiscal year, setting forth in each
         case in comparative form the corresponding consolidated figures for the
         preceding fiscal year, and accompanied by an opinion thereon of
         independent certified public accountants of recognized national

<PAGE>
                                      -58-


         standing, which opinion shall state that said consolidated financial
         statements fairly present the consolidated financial condition and
         results of operations of the Company and its Consolidated Subsidiaries
         as at the end of, and for, such fiscal year in accordance with
         generally accepted accounting principles of the United States of
         America;

                  (c)      promptly upon their becoming available, copies of all
         registration statements (other than on Form S-8) and regular periodic
         reports on Forms 10-K, 10-Q and 8-K that the Company or any of its
         Subsidiaries shall have filed with the Securities and Exchange
         Commission (or any Governmental Authority substituted therefor), or any
         similar periodic reports filed with the comparable agency in Canada;

                  (d)      promptly upon the mailing thereof to the shareholders
         of the Company generally, copies of all financial statements, reports
         and proxy statements so mailed;

                  (e)      as soon as possible, and in any event within ten days
         after the Company knows or has reason to believe that any ERISA Event
         has occurred or exists, a statement signed by a financial officer of
         the Company setting forth details respecting such ERISA Event and the
         action, if any, that the Company or its ERISA Affiliate proposes to
         take with respect thereto (and a copy of any report or notice required
         to be filed with or given to PBGC by the Company or an ERISA Affiliate
         with respect to such ERISA Event);

                  (f)      as soon as possible, and in any event within ten days
         after the Company or any of its Subsidiaries knows or has reason to
         believe that any of the events or conditions specified below with
         respect to any Canadian Plan has occurred or exists, a statement signed
         by a financial officer of the Company setting forth details respecting
         such event or condition and the action, if any, that the Company or its
         Subsidiary proposes to take with respect thereto (and a copy of any
         notice required to be filed with or given to any Governmental Authority
         in Canada by the Company or any Subsidiary with respect to such event
         or condition):

                           (i)      the Company or any of its subsidiaries
                  declares, or any Governmental Authority orders, or proposes to
                  order, a full or partial termination or wind up of a Canadian
                  Plan;

                           (ii)     a failure by the Company or any Subsidiary
                  to make a contribution to a Canadian Plan in accordance with
                  the terms thereof, any collective bargaining agreement or
                  under applicable federal or provincial laws, which failure has
                  not been remedied within 30 days after the Company or the
                  Subsidiary is notified of such event and which failure could
                  result in a Material Adverse Effect;

                           (iii)    the adoption of any amendment to any
                  Canadian Plan that would result in a loss of tax exempt status
                  of the Plan or the trust or other funding medium maintained in
                  respect of such Plan, or that increases the funding

<PAGE>
                                      -59-


                  obligations under any Canadian Plan, which increase could
                  reasonably be expected to result in a Material Adverse Effect;

                           (iv)     the institution of any proceeding, action,
                  suit or claim (other than routine claims for payment of
                  benefits) involving any Canadian Plan or its assets that could
                  reasonably be expected to result in a Material Adverse Effect;
                  or

                           (v)      any event occurring or condition existing
                  with respect to any Canadian Plan that has resulted or could
                  reasonably be expected to result in any Canadian Plan having
                  its registration revoked or refused or being placed under the
                  administration of any Governmental Authority (or their
                  representatives);

                  (g)      promptly after the Company knows or has reason to
         believe that any Default has occurred, a notice of such Default stating
         that such notice is a "Notice of Default" and describing the same in
         reasonable detail and, together with such notice or as soon thereafter
         as possible, a description of the action that the Company has taken or
         proposes to take with respect thereto; and

                  (h)      from time to time such other information regarding
         the financial condition, operations, business or prospects of the
         Company or any of its Subsidiaries (including any accountants letters
         delivered to management, and any Plan or Multiemployer Plan and any
         reports or other information required to be filed under ERISA) as any
         Lender or the Administrative Agent may reasonably request.

The Company will furnish to the Administrative Agent (with sufficient copies for
each Lender, which the Administrative Agent shall promptly furnish to such
Lender), at the time it furnishes each set of financial statements pursuant to
paragraph (a) or (b) above, a certificate of a financial officer of the Company
(i) to the effect that no Default has occurred and is continuing (or, if any
Default has occurred and is continuing, describing the same in reasonable detail
and describing the action that the Company has taken or proposes to take with
respect thereto) and (ii) setting forth in reasonable detail the computations
necessary to determine whether the Company is in compliance with Sections 7.04
and 7.05 as of the end of the respective quarterly fiscal period or fiscal year.

                  SECTION 6.02.     Litigation. The Company will promptly give
to the Administrative Agent (which shall promptly furnish the same to each
Lender) notice of all legal or arbitral proceedings, and of all proceedings by
or before any Governmental Authority, and of all labor disputes, and any
material development in respect of such legal or other proceedings or disputes,
affecting the Company or any of its Subsidiaries, except proceedings or disputes
that, if adversely determined, would not have a Material Adverse Effect. Without
limiting the generality of the foregoing, the Company will give to the
Administrative Agent (which shall promptly furnish the same to each Lender)
notice of the assertion of any environmental claim by any Person against, or
with respect to the activities of, the Company or any of its Subsidiaries and
notice of any alleged violation of or non-compliance with any Environmental Laws
or any

<PAGE>
                                      -60-


permits, licenses or authorizations, other than any environmental claim or
alleged violation that, if adversely determined, would not have a Material
Adverse Effect.

                  SECTION 6.03.     Existence, Etc.  The Company will, and will
cause each of its Subsidiaries to:

                  (a)      preserve and maintain its legal existence and all of
         its material rights, privileges, licenses and franchises (provided that
         nothing in this Section shall prohibit any transaction expressly
         permitted under Section 7.01, or any transaction by a Receivables
         Entity or a QSPE);

                  (b)      comply with the requirements of all applicable laws,
         rules, regulations and orders of Governmental Authorities (including
         any of the foregoing relating to environmental matters) if failure to
         comply with such requirements could have a Material Adverse Effect;

                  (c)      pay and discharge all taxes, assessments and
         governmental charges or levies imposed on it or on its income or
         profits or on any of its Property prior to the date on which penalties
         attach thereto, except for any such tax, assessment, charge or levy the
         payment of which is being contested in good faith and by proper
         proceedings and against which adequate reserves are being maintained in
         accordance with generally accepted accounting principles of the United
         States of America;

                  (d)      maintain all of its Properties used or useful in its
         business in good working order and condition, ordinary wear and tear
         excepted;

                  (e)      keep adequate records and books of account, in which
         complete entries will be made in accordance with generally accepted
         accounting principles of the United States of America consistently
         applied; and

                  (f)      permit representatives of any Lender or the
         Administrative Agent, during normal business hours, to examine, copy
         and make extracts from its books and records, to inspect any of its
         Properties, and to discuss its business and affairs with its officers,
         all to the extent reasonably requested by such Lender or the
         Administrative Agent (as the case may be).

                  SECTION 6.04.     Insurance. The Company will, and will cause
each of its Subsidiaries to, keep insured by financially sound and reputable
insurers all Property of a character usually insured by corporations engaged in
the same or similar business similarly situated against loss or damage of the
kinds and in the amounts customarily insured against by such corporations and
carry such other insurance as is usually carried by such corporations.

                  SECTION 6.05.     Use of Proceeds and Letters of Credit. The
proceeds of the Loans, and the issuance of the Letters of Credit, will be used
solely to refinance existing

<PAGE>
                                      -61-


Indebtedness of the Company and for the general corporate purposes of the
Company and its Subsidiaries; provided that none of the Administrative Agent,
the Issuing Lenders or any Lender shall have any responsibility as to the use of
any of such proceeds or issuances.

                                   ARTICLE VII

                               NEGATIVE COVENANTS

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, the Company covenants and agrees with
the Lenders that:

                  SECTION 7.01.     Prohibition of Fundamental Changes. The
Company will not, nor will it permit any of its Subsidiaries to, enter into any
transaction of merger or consolidation or amalgamation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution). The Company will
not, nor will it permit any of its Subsidiaries (other than any QSPE, as to
which this Section shall not be applicable) to, convey, sell, lease, transfer or
otherwise dispose of, in one transaction or a series of transactions, all or a
substantial part of its business or Property, whether now owned or hereafter
acquired (including receivables and leasehold interests, but excluding any
inventory or other Property sold or disposed of in the ordinary course of
business and on ordinary business terms). Notwithstanding the foregoing
provisions of this Section:

                  (a)      any Subsidiary of the Company may be merged,
         amalgamated or consolidated with or into: (i) the Company if the
         Company shall be the continuing or surviving corporation or (ii) any
         other such Subsidiary (other than a QSPE); provided that if any such
         transaction shall be between a Subsidiary and a Wholly Owned
         Subsidiary, the Wholly Owned Subsidiary (or in the case of an
         amalgamation, a new Wholly Owned Subsidiary formed thereby) shall be
         the continuing or surviving corporation;

                  (b)      any Subsidiary of the Company may sell, lease,
         transfer or otherwise dispose of any or all of its Property (upon
         voluntary liquidation or otherwise) to the Company or a Wholly Owned
         Subsidiary of the Company (other than a QSPE);

                  (c)      the Company or any Subsidiary of the Company may
         merge or consolidate (and any such Subsidiary may amalgamate) with any
         other Person (other than a QSPE) if (i) in the case of a merger or
         consolidation of the Company, the Company is the surviving corporation
         and, in any other case, the surviving corporation is a Wholly Owned
         Subsidiary of the Company and (ii) after giving effect thereto no
         Default would exist;

                  (d)      any Wholly Owned Subsidiary of the Company may be
         dissolved or liquidated, so long as any assets of such Wholly Owned
         Subsidiary (after settlement of all

<PAGE>
                                      -62-


         claims against such Wholly Owned Subsidiary) shall be transferred in
         such dissolution or liquidation to the Company or to another Wholly
         Owned Subsidiary of the Company (other than a QSPE);

                  (e)      the Company and/or any Subsidiary of the Company may
         enter into any Permitted Securitization; and

                  (f)      in addition to the dispositions permitted pursuant to
         clauses (a) through (e) of this Section, the Company and/or any
         Subsidiary of the Company may sell or otherwise dispose of Property
         (including by merger or consolidation) if, after giving effect to any
         such sale or disposition, the book value of such Property, together
         with the aggregate book value of the Property so sold or disposed of
         since December 31, 2001, does not exceed 20% of Total Assets at the
         date of (and before giving effect to) such sale or disposition,
         provided that in any event the dispositions set forth in Schedule VI
         shall in any event be permitted and shall not to be included in the
         calculation of aggregate dispositions otherwise permitted under the
         foregoing provisions of this clause (f).

                  SECTION 7.02.     Limitation on Liens. The Company will not,
nor will it permit any of its Subsidiaries to, create, incur, assume or suffer
to exist any Lien upon any of its Property, whether now owned or hereafter
acquired, except:

                  (a)      Liens in existence on the date hereof and listed in
         Part B of Schedule II;

                  (b)      Liens imposed by any Governmental Authority for
         taxes, assessments or charges not yet due or which are being contested
         in good faith and by appropriate proceedings if adequate reserves with
         respect thereto are maintained on the books of the Company or the
         affected Subsidiaries, as the case may be, in accordance with GAAP;

                  (c)      carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business which are not overdue for a period of more than 30 days or
         which are being contested in good faith and by appropriate proceedings
         and Liens securing judgments but only to the extent for an amount and
         for a period not resulting in an Event of Default under clause (i) of
         Article VIII;

                  (d)      pledges or deposits under worker's compensation,
         unemployment insurance and other social security legislation;

                  (e)      deposits to secure the performance of bids, trade
         contracts (other than for borrowed money), leases, statutory
         obligations, surety and appeal bonds, performance bonds and other
         obligations of a like nature, in each case incurred in the ordinary
         course of business;

                  (f)      easements, rights-of-way, restrictions and other
         similar encumbrances incurred in the ordinary course of business and
         encumbrances consisting of zoning

<PAGE>
                                      -63-


         restrictions, easements, licenses, restrictions on the use of Property
         or minor imperfections in title thereto which, in the aggregate, are
         not material in amount, and which do not in any case materially detract
         from the value of the Property subject thereto or interfere with the
         ordinary conduct of the business of the Company or any of its
         Subsidiaries;

                  (g)      Liens on Property of any corporation that becomes a
         Subsidiary of the Company after the date of this Agreement; provided
         that such Liens are in existence at the time such corporation becomes a
         Subsidiary of the Company and were not created in anticipation thereof;

                  (h)      Liens upon real and/or tangible personal Property
         acquired after the date hereof (by purchase, construction or otherwise)
         by the Company or any of its Subsidiaries, each of which Liens either
         (A) existed on such Property before the time of its acquisition and was
         not created in anticipation thereof, or (B) was created solely for the
         purpose of securing Indebtedness representing, or incurred to finance,
         refinance or refund, the cost (including the cost of construction) of
         such Property; provided that no such Lien shall extend to or cover any
         Property of the Company or such Subsidiary other than the Property so
         acquired and improvements thereon;

                  (i)      Liens securing obligations of the Company or any of
         its Subsidiaries incurred in conjunction with industrial revenue bonds
         or pollution control bonds of any facilities used by the Company or any
         of its Subsidiaries;

                  (j)      customary Liens on the purchased Property under a
         Permitted Securitization or Liens resulting from the characterization
         of the sale of such purchased Property as secured Indebtedness;

                  (k)      Liens on any Property owned by any QSPE;

                  (l)      additional Liens upon real and/or personal Property
         created after the date hereof, provided that the aggregate outstanding
         principal amount of Indebtedness secured by such Liens, together with
         the aggregate principal amount of Indebtedness permitted under Section
         7.03(h), shall not at any time exceed 15% of Total Assets at such time;
         and

                  (m)      any extension, renewal or replacement of the
         foregoing; provided that the Liens permitted hereunder shall not be
         spread to cover any additional Indebtedness or Property (other than a
         substitution of like Property).

<PAGE>
                                      -64-


                  SECTION 7.03.     Indebtedness. The Company will not permit
any of its Subsidiaries to create, incur, assume or permit to exist any
Indebtedness (including any Indebtedness incurred pursuant to a sale or
leaseback transaction), except:

                  (a)  Indebtedness of Subsidiaries of the Company existing on
         the date hereof and (to the extent exceeding the minimum threshold
         requirements set forth in Section 4.12(a)) set forth in Part A of
         Schedule II (excluding, however, following the making of the initial
         Loans hereunder, any Indebtedness in respect of the Existing Credit
         Agreements), any assumption or Guarantee thereof by any other
         Subsidiary, and any extensions, renewals and replacements thereof, so
         long as (i) the weighted average life of the maturity of such
         Indebtedness as so extended, renewed or refinanced, taken as a whole,
         is not shorter than such weighted average life prior to such extension,
         renewal or refinancing and (ii) any terms of subordination set forth in
         such Indebtedness are not adversely affected thereby in any material
         respect;

                  (b)  Indebtedness of Subsidiary Borrowers hereunder;

                  (c)  Indebtedness of any Subsidiary to the Company or any
         other Subsidiary;

                  (d)  Indebtedness of any Subsidiary as an account party in
         respect of trade letters of credit;

                  (e)  Guarantees by Subsidiaries of Indebtedness of other
         Subsidiaries;

                  (f)  Indebtedness under any Permitted Securitization;

                  (g)  Indebtedness of any QSPE; and

                  (h)  other unsecured Indebtedness, provided that the aggregate
         outstanding principal amount of such Indebtedness, together with the
         aggregate amount of Indebtedness secured by Liens permitted under
         Section 7.02(l), shall not at any time exceed 15% of Total Assets at
         such time.

                  SECTION 7.04.     Consolidated Net Worth. The Company will not
permit Consolidated Net Worth at any time to be less than (a) $1,620,000,000
plus (b) 50% of the consolidated net income of the Company and its Consolidated
Subsidiaries for each fiscal quarter of the Company from and including the first
fiscal quarter in 2002 to and including the fiscal quarter ending on (or most
recently ended prior to) such time; provided that, if there is a consolidated
net loss for any such fiscal quarter, consolidated net income for such fiscal
quarter shall, for the purposes of clause (b) of this Section, be deemed to be
zero.

                  SECTION 7.05.     Total Debt to Total Capital Ratio.  The
Company will not permit the ratio of (a) Total Debt to (b) Total Capital to
exceed 0.60 to 1 at any time.

<PAGE>
                                      -65-


                  SECTION 7.06.     Transactions with Affiliates. Except as
expressly permitted by this Agreement, the Company will not, nor will it permit
any of its Subsidiaries to, directly or indirectly: (a) make any Investment in
an Affiliate; (b) transfer, sell, lease, assign or otherwise dispose of any
Property to an Affiliate; (c) merge into or consolidate with or purchase or
acquire Property from an Affiliate; or (d) enter into any other transaction
directly or indirectly with or for the benefit of an Affiliate (including
guarantees and assumptions of obligations of an Affiliate); provided that (1)
any Affiliate who is an individual may serve as a director, officer or employee
of the Company or any of its Subsidiaries and receive reasonable compensation
for his or her services in such capacity, (2) the Company and its Subsidiaries
may enter into transactions (other than extensions of credit by the Company or
any of its Subsidiaries to an Affiliate) so long as the monetary or business
consideration arising therefrom would be substantially as advantageous to the
Company and its Subsidiaries as the monetary or business consideration which it
would obtain in a comparable transaction with a Person not an Affiliate, (3) the
Company and its Subsidiaries may enter into any of the transactions described in
this Section with Ponderay, so long as, in the case of any Guarantee by the
Company of the Indebtedness of Ponderay, the ratio, expressed as a percentage,
of such Indebtedness that is Guaranteed by the Company to the aggregate
outstanding principal amount of all Indebtedness of Ponderay shall not exceed
the ownership percentage of the Company in Ponderay held through the Company's
Wholly Owned Subsidiary, Lake Superior Forest Products Inc., a corporation
existing under the laws of the State of Delaware, and (4) the Company and its
Subsidiaries may extend credit to any Affiliate in an aggregate principal amount
as to all Affiliates not exceeding $30,000,000, so long as the monetary or
business consideration arising from each such extension of credit would be
substantially as advantageous to the Company and its Subsidiaries as the
monetary or business consideration which it would obtain in a comparable
transaction with a Person not an Affiliate. Notwithstanding the foregoing, the
Company and any of its Subsidiaries may enter into transactions with Receivables
Entities pursuant to Permitted Securitizations.

                  SECTION 7.07.     Restrictive Agreements. The Company will
not, and will not permit any of its Subsidiaries (other than the QSPE's and
Receivables Entities) to, directly or indirectly, enter into, incur or permit to
exist any agreement or other arrangement that prohibits, restricts or imposes
any condition upon the ability of any such Subsidiary to pay dividends or other
distributions with respect to any shares of its capital stock or to make or
repay loans or advances to the Company or any other such Subsidiary or to
Guarantee Indebtedness of the Company or any other such Subsidiary; provided
that the foregoing shall not apply to (x) restrictions and conditions imposed by
law or by this Agreement, (y) restrictions and conditions existing on the date
hereof identified on Schedule III (but shall apply to any extension or renewal
of, or any amendment or modification expanding the scope of, any such
restriction or condition) and (z) customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary or its assets
pending such sale, provided such restrictions and conditions apply only to the
Subsidiary that is to be sold and such sale is permitted hereunder.

                  SECTION 7.08.     Limitation on Lines of Business. The Company
will not enter into any business, either directly or through any Subsidiary, to
any substantial extent other than those businesses in which the Company and its
Subsidiaries are engaged on the date of this

<PAGE>
                                      -66-


Agreement and, in each case, activities directly related thereto or ancillary,
complementary or reasonably related thereto as reasonably determined by the
Company in its sole judgment, including Permitted Securitizations.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

                  If one or more of the following events (herein called "Events
of Default") shall occur and be continuing:

                  (a)      Any Borrower shall default in the payment when due
         (whether at stated maturity or upon optional prepayment) of any
         principal of any Loan or any reimbursement obligation in respect of any
         LC Disbursement payable by it hereunder, or shall default for three or
         more Business Days in the payment when due (whether at stated maturity
         or upon optional prepayment) of any interest on any Loan or any fee or
         any other amount payable under this Agreement; or

                  (b)      Any representation, warranty or certification made or
         deemed made herein (or in any modification or supplement hereto) by the
         Company, or by any Subsidiary Borrower in its Subsidiary Borrower
         Designation Letter, or in any certificate furnished to any Lender or
         the Administrative Agent pursuant to the provisions hereof, shall prove
         to have been false or misleading as of the time made or deemed made or
         furnished in any material respect; or

                  (c)      The Company or any of its Subsidiaries shall fail to
         make any payment (whether of principal or interest and regardless of
         amount) in respect of any Material Indebtedness, when and as the same
         shall become due and payable; or

                  (d)      Any event or condition occurs that results in any
         Material Indebtedness becoming due prior to its scheduled maturity or
         that enables or permits (with or without the giving of notice, the
         lapse of time or both) the holder or holders of any Material
         Indebtedness or any trustee or agent on its or their behalf to cause
         any Material Indebtedness to become due, or to require the prepayment,
         repurchase, redemption or defeasance thereof, prior to its scheduled
         maturity; provided that this clause (d) shall not apply to secured
         Indebtedness that becomes due as a result of the voluntary sale or
         transfer of the Property or assets securing such Indebtedness;

                  (e)      The Company shall default in the performance of any
         of its obligations under any of Sections 6.01(g), 7.01, 7.02, 7.04 or
         7.05; or any Borrower shall default in the performance of any of its
         other obligations in this Agreement or any other Loan Document and such
         default shall continue unremedied for a period of 30 days after notice

<PAGE>
                                      -67-


         thereof to the Company by the Administrative Agent or any Lender
         (through the Administrative Agent); or

                  (f)      The Company or any of its Subsidiaries (other than
         any QSPE) shall admit in writing its inability to, or be generally
         unable to, pay its debts as such debts become due; or

                  (g)      The Company or any of its Subsidiaries (other than
         any QSPE) shall (i) apply for or consent to the appointment of, or the
         taking of possession by, a receiver, custodian, trustee, examiner or
         liquidator of itself or of all or a substantial part of its Property,
         (ii) make a general assignment for the benefit of its creditors, (iii)
         commence a voluntary case under the Bankruptcy Code, (iv) file a
         petition seeking to take advantage of any other law relating to
         bankruptcy, insolvency, reorganization, liquidation, dissolution,
         arrangement or winding-up, or composition or readjustment of debts, (v)
         fail to controvert in a timely and appropriate manner, or acquiesce in
         writing to, any petition filed against it in an involuntary case under
         the Bankruptcy Code, (vi) take any corporate action for the purpose of
         effecting any of the foregoing or (vii) do the equivalent of any of the
         foregoing under the laws of any non-U.S. jurisdiction (including, in
         the case of Canada, the Bankruptcy and Insolvency Act (Canada), the
         Companies Creditors Arrangement Act (Canada) or the Winding Up Act
         (Canada)); or

                  (h)      A proceeding or case shall be commenced, without the
         application or consent of the Company or any of its Subsidiaries (other
         than any QSPE), in any court of competent jurisdiction, seeking (i) its
         reorganization, liquidation, dissolution, arrangement or winding-up, or
         the composition or readjustment of its debts, (ii) the appointment of a
         receiver, custodian, trustee, examiner, liquidator or the like of the
         Company or such Subsidiary or of all or any substantial part of its
         Property, or (iii) similar relief in respect of the Company or such
         Subsidiary under any law relating to bankruptcy, insolvency,
         reorganization, winding-up, or composition or adjustment of debts, and
         such proceeding or case shall continue undismissed for a period of 60
         or more days or (iv) the equivalent of any of the foregoing under any
         non-U.S. jurisdiction (including, in the case of Canada, the Bankruptcy
         and Insolvency Act (Canada), the Companies Creditors Arrangement Act
         (Canada) or the Winding Up Act (Canada)); or an order, judgment or
         decree approving or ordering any of the foregoing shall be entered
         against the Company or such Subsidiary in an involuntary case under the
         Bankruptcy Code; or

                  (i)      A final judgment or judgments for the payment of
         money in excess of $10,000,000 in the aggregate (exclusive of judgment
         amounts fully covered by insurance where the insurer has admitted
         liability in respect of such judgment) or in excess of $50,000,000 in
         the aggregate (regardless of insurance coverage) shall be rendered by
         one or more courts, administrative tribunals or other bodies having
         jurisdiction against the Company or any of its Subsidiaries (other than
         any QSPE) and the same shall not be discharged (or provision shall not
         be made for such discharge), or a stay of execution

<PAGE>
                                      -68-


         thereof shall not be procured, within 30 days from the date of entry
         thereof and the Company or the relevant Subsidiary shall not, within
         said 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; or

                  (j)      An ERISA Event shall have occurred that, in the
         opinion of the Required Lenders, when taken together with all other
         ERISA Events that have occurred, could reasonably be expected to result
         in a Material Adverse Effect; or

                  (k)      A reasonable basis shall exist for the assertion
         against the Company or any of its Subsidiaries of (or there shall have
         been asserted against the Company or any of its Subsidiaries) claims or
         liabilities, whether accrued, absolute or contingent, based on or
         arising from the generation, storage, transport, handling or disposal
         of hazardous materials (within the meaning of any Environmental Law) by
         the Company or any of its Subsidiaries, or any predecessor in interest
         of the Company or any of its Subsidiaries, or relating to any site or
         facility owned, operated or leased by the Company or any of its
         Subsidiaries, which claims or liabilities (insofar as they are payable
         by the Company or any of its Subsidiaries but after deducting any
         portion thereof which is reasonably expected to be paid by other
         creditworthy Persons jointly and severally liable therefor), in the
         judgment of the Required Lenders are reasonably likely to be determined
         adversely to the Company or any of its Subsidiaries, and the amount
         thereof is, singly or in the aggregate, reasonably likely to have a
         Material Adverse Effect; or

                  (l)      During any period of 25 consecutive calendar months,
         a majority of the Board of Directors of the Company shall no longer be
         composed of individuals (i) who were members of said Board on the first
         day of such period, (ii) whose election or nomination to said Board was
         approved by individuals referred to in clause (i) above constituting at
         the time of such election or nomination at least a majority of said
         Board or (iii) whose election or nomination to said Board was approved
         by individuals referred to in clauses (i) and (ii) above constituting
         at the time of such election or nomination at least a majority of said
         Board;

THEREUPON: (1) in the case of an Event of Default other than one referred to in
clause (g) or (h) of this Article VIII with respect to any Borrower, (A) the
Administrative Agent may and, upon request of the Required Lenders, shall, by
notice to the Borrowers, terminate the Commitments and they shall thereupon
terminate, and (B) the Administrative Agent may and, upon request of the
Required Lenders shall, by notice to the Borrowers declare the principal amount
then outstanding of, and the accrued interest on, the Loans and all other
amounts payable by the Borrowers hereunder (including any amounts payable under
Section 2.15) to be forthwith due and payable, whereupon such amounts shall be
immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by the
Borrowers; and (2) in the case of the occurrence of an Event of Default referred
to in clause (g) or (h) of this Article with respect to any Borrower, the
Commitments shall automatically be terminated and the principal amount then
outstanding of, and the accrued

<PAGE>
                                      -69-


interest on, the Loans and all other amounts payable by the Borrowers hereunder
(including any amounts payable under Section 2.15) shall automatically become
immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by the
Borrowers.

                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

                  Each of the Lenders and the Issuing Lenders hereby irrevocably
appoints the Administrative Agent as its agent hereunder and under the other
Loan Documents and authorizes the Administrative Agent to take such actions on
its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof or thereof, together with such actions and powers as
are reasonably incidental thereto.

                  The Person serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such Person and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with any Borrower or any Subsidiary or
other Affiliate thereof as if it were not the Administrative Agent hereunder.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan
Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the
Administrative Agent is required to exercise in writing by the Required Lenders,
and (c) except as expressly set forth herein and in the other Loan Documents,
the Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to any Borrower or
any of its Subsidiaries that is communicated to or obtained by the bank serving
as Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders or in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until written notice
thereof is given to the Administrative Agent by the Company or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or
therein, (iv) the validity, enforceability, effectiveness or

<PAGE>
                                      -70-


genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article V or elsewhere herein or therein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for a Borrower), independent accountants
and other experts selected by it, and shall not be liable for any action taken
or not taken by it in accordance with the advice of any such counsel,
accountants or experts.

                  The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

                  The Administrative Agent may resign at any time by notifying
the Lenders, the Issuing Lenders and the Company. Upon any such resignation, the
Required Lenders shall have the right, in consultation with the Company, to
appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent's resignation shall nonetheless become effective
and (1) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and (2) the Required Lenders shall perform the duties
of the Administrative Agent (and all payments and communications provided to be
made by, to or through the Administrative Agent shall instead be made by or to
each Lender directly) until such time as the Required Lenders appoint a
successor agent as provided for above in this paragraph. Upon the acceptance of
its appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring (or retired) Administrative Agent and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder (if not already discharged therefrom as provided above in this
paragraph). The fees payable by the Company to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Company and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 10.03 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

<PAGE>
                                      -71-


                  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

                  Except as otherwise provided in Section 10.02(b) with respect
to this Agreement, the Administrative Agent may, with the prior consent of the
Required Lenders (but not otherwise), consent to any modification, supplement or
waiver under any of the Loan Documents.

                                    ARTICLE X

                                  MISCELLANEOUS

                  SECTION 10.01.    Notices. Except in the case of notices and
other communications expressly permitted to be given by telephone, all notices
and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (a)      if to the Company or any of the Subsidiary Borrowers,
         to Bowater Incorporated at 55 East Camperdown Way, Greenville, South
         Carolina 29602, Attention of Treasurer (Telecopy No. 864-282-9219;
         Telephone No. 864-282-9413);

                  (b)      if to the Administrative Agent, to it at JPMorgan
         Chase Bank, 1 Chase Manhattan Plaza, New York, New York 10081,
         Attention of Agency Services Group (Telecopy No. 212-552-7490;
         Telephone No. 212-552-7277);

                  (c)      if to the JPMCB as Issuing Lender, to it at JPMorgan
         Chase Bank, Agent Services Group, 1 Chase Manhattan Plaza, New York,
         New York 10081, Attention of Luann DeStefano (Telecopy No.
         212-270-5777); and

                  (d)      if to any other Issuing Lender (as Issuing Lender) or
         to a Lender, to it at its address (or telecopy number) set forth in its
         Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto (or, in the case
of any such change by a Lender, by notice to the Company and the Administrative
Agent), provided that notwithstanding the foregoing, all notices to any Borrower
by the Administrative Agent or any

<PAGE>
                                      -72-


Lender may be given to the Company, and the Administrative Agent and each Lender
is authorized to rely on any notice (including notices of borrowing) given by
the Company with respect to matters relating to any Borrower (and shall not be
required to receive a notice from the relevant Borrower to which such matter
relates). All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.

                  SECTION 10.02.    Waivers; Amendments.

                  (a)      No Deemed Waivers; Remedies Cumulative. No failure or
delay by the Administrative Agent, any Issuing Lender or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the Issuing
Lenders and the Lenders hereunder are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision of
this Agreement or consent to any departure by any Borrower therefrom shall in
any event be effective unless the same shall be permitted by paragraph (b) of
this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether
the Administrative Agent, any Lender or any Issuing Lender may have had notice
or knowledge of such Default at the time.

                  (b)      Amendments. Neither this Agreement nor any provision
hereof may be waived, amended or modified except pursuant to an agreement or
agreements in writing entered into by the Borrowers and the Required Lenders or
by the Borrowers and the Administrative Agent with the consent of the Required
Lenders; provided that no such agreement shall

                  (i)      increase any Commitment of any Lender without the
         written consent of such Lender,

                  (ii)     reduce the principal amount of any Loan or LC
         Disbursement or reduce the rate of interest thereon, or reduce any fees
         payable hereunder, without the written consent of each Lender affected
         thereby,

                  (iii)    postpone the scheduled date of payment of the
         principal amount of any Loan or LC Disbursement, or any interest
         thereon, or any fees payable hereunder, or reduce the amount of, waive
         or excuse any such payment, or postpone the scheduled date of
         expiration of any Commitment, without the written consent of each
         Lender affected thereby,

                  (iv)     change Section 2.17(d) without the consent of each
         Lender affected thereby,

<PAGE>
                                      -73-


                  (v)      change any of the provisions of this Section or the
         percentage in the definition of the term "Required Lenders" or any
         other provision hereof specifying the number or percentage of Lenders
         required to waive, amend or modify any rights hereunder or make any
         determination or grant any consent hereunder, without the written
         consent of each Lender, or

                  (vi)     release the Company from its guarantee obligations
         under Article III without the written consent of each Lender; and
         provided further that no such agreement shall amend, modify or
         otherwise affect the rights or duties of the Administrative Agent or
         any Issuing Lender hereunder without the prior written consent of the
         Administrative Agent or such Issuing Lender, as the case may be.

                  Anything in this Agreement to the contrary notwithstanding, no
waiver or modification of any provision of this Agreement that has the effect
(either immediately or at some later time) of enabling the Borrowers to satisfy
a condition precedent to the making of a Loan of any Class shall be effective
against the Lenders of such Class for purposes of the Commitments of such Class
unless the Required Lenders of such Class shall have concurred with such waiver
or modification, and no waiver or modification of any provision of this
Agreement or any other Loan Document that could reasonably be expected to
adversely affect the Lenders of any Class in a manner that does not affect all
Classes equally shall be effective against the Lenders of such Class unless the
Required Lenders of such Class shall have concurred with such waiver or
modification.

                  SECTION 10.03.    Expenses; Indemnity; Damage Waiver.

                  (a)      Costs and Expenses. The Company (and, in the case of
clauses (ii) and (iii) below, each Subsidiary Borrower) shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of this
Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by any Issuing Lender in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred
by the Administrative Agent, any Issuing Lender or any Lender, including the
fees, charges and disbursements of any counsel for the Administrative Agent, any
Issuing Lender or any Lender, in connection with the enforcement or protection
of its rights in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or in connection with the Loans made or
Letters of Credit issued hereunder, including in connection with any workout,
restructuring or negotiations in respect thereof.

<PAGE>
                                      -74-


                  (b)      Indemnification by the Borrowers. Each Borrower shall
indemnify the Administrative Agent, each Issuing Lender and each Lender, and
each Related Party of any of the foregoing Persons (each such Person being
called an "Indemnitee") against, and hold each Indemnitee harmless from, any and
all losses, claims, damages, liabilities and related expenses, including the
fees, charges and disbursements of any counsel for any Indemnitee, incurred by
or asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement or any agreement or
instrument contemplated hereby, the performance by the parties hereto of their
respective obligations hereunder or the consummation of the Transactions or any
other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the
use of the proceeds therefrom (including any refusal by any Issuing Lender to
honor a demand for payment under a Letter of Credit if the documents presented
in connection with such demand do not strictly comply with the terms of such
Letter of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any Property owned or operated by the Company or any of its
Subsidiaries, or any Environmental Liability related in any way to the Company
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee.

                  (c)      Reimbursement by Lenders. To the extent that any
Borrower fails to pay any amount required to be paid by it to the Administrative
Agent or an Issuing Lender under paragraph (a) or (b) of this Section, each
Lender severally agrees to pay to the Administrative Agent or such Issuing
Lender, as the case may be, such Lender's Applicable Percentage (determined as
of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount; provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent or such Issuing
Lender in its capacity as such.

                  (d)      Waiver of Consequential Damages, Etc. To the extent
permitted by applicable law, no Borrower shall assert, and each Borrower hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof.

                  (e)      Payments. All amounts due under this Section shall be
payable promptly after written demand therefor.

<PAGE>
                                      -75-


                  SECTION 10.04.    Successors and Assigns.

                  (a)      Assignments Generally. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of an Issuing Lender that issues any Letter of Credit), except that
(i) no Borrower may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by any Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of an Issuing Lender that issues any
Letter of Credit) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Issuing Lenders and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

                  (b)      Assignments by Lenders.

                  (i)      Assignments Generally. Subject to the conditions set
forth in clause (ii) below, any Lender may assign to one or more assignees all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitment and the Loans at the time owing to it) with the
prior written consent (such consent not to be unreasonably withheld or delayed)
of:

                  (A)      the Company, provided that no consent of the Company
         shall be required for an assignment to a Lender, an Affiliate of a
         Lender, an Approved Fund or, if an Event of Default under clause (a),
         (g) or (h) of Article VIII has occurred and is continuing, any other
         assignee; and

                  (B)      the Administrative Agent, provided that no consent of
         the Administrative Agent shall be required for an assignment of any
         Revolving Credit Commitment to an assignee that is a Lender with a
         Revolving Credit Commitment immediately prior to giving effect to such
         assignment.

                  (ii)     Certain Conditions to Assignments. Assignments shall
be subject to the following additional conditions:

                  (A)      except in the case of an assignment to a Lender or an
         Affiliate of a Lender or an assignment of the entire remaining amount
         of the assigning Lender's Commitment or Loans of any Class, the amount
         of the Commitment or Loans of the assigning Lender subject to each such
         assignment (determined as of the date the Assignment and Acceptance
         with respect to such assignment is delivered to the Administrative
         Agent) shall not be less than $10,000,000 unless each of the Company
         and the Administrative Agent otherwise consent, provided that no such
         consent of the Company shall be required

<PAGE>
                                      -76-


         if an Event of Default under clause (a), (g) or (h) of Article VIII has
         occurred and is continuing;

                  (B)      each partial assignment of any Class of Commitments
         or Loans shall be made as an assignment of a proportionate part of all
         the assigning Lender's rights and obligations under this Agreement in
         respect of such Class of Commitments and Loans;

                  (C)      the parties to each assignment shall execute and
         deliver to the Administrative Agent an Assignment and Acceptance,
         together with a processing and recordation fee of $3,500;

                  (D)      the assignee, if it shall not already be a Lender,
         shall deliver to the Administrative Agent an Administrative
         Questionnaire; and

                  (E)      in the case of an assignment to a CLO, the assigning
         Lender shall retain the sole right to approve any amendment,
         modification or waiver of any provision of this Agreement, provided
         that the Assignment and Acceptance between such Lender and such CLO may
         provide that such Lender will not, without the consent of such CLO,
         agree to any amendment, modification or waiver described in the first
         proviso to Section 10.02(b) that affects such CLO.

                  (iii)    Effectiveness of Assignments. Subject to acceptance
and recording thereof pursuant to paragraph (c) of this Section, from and after
the effective date specified in each Assignment and Acceptance the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 10.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 10.04 shall be treated for purposes of
this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section.

                  (c)      Maintenance of Register by the Administrative Agent.
The Administrative Agent, acting for this purpose as an agent of the Borrowers,
shall maintain at one of its offices in New York City a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal amount of
the Loans and LC Disbursements owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent, the Issuing Lenders and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be

<PAGE>
                                      -77-


available for inspection by the Borrowers, any Issuing Lender and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

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

                  (e)      Participations. Any Lender may, without the consent
of the Borrowers, the Administrative Agent or any Issuing Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement and
the other Loan Documents (including all or a portion of its Commitments and the
Loans owing to it); provided that (i) such Lender's obligations under this
Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations and (iii) the Borrowers, the Administrative Agent, the
Issuing Lenders and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under
this Agreement and the other Loan Documents. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and the other Loan
Documents and to approve any amendment, modification or waiver of any provision
of this Agreement or any other Loan Document; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the
first proviso to Section 10.02(b) that affects such Participant. Subject to
paragraph (f) of this Section, each Borrower agrees that each Participant shall
be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 10.08 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.17(d) as
though it were a Lender hereunder.

                  (f)      Limitations on Rights of Participants. A Participant
shall not be entitled to receive any greater payment under Section 2.14, 2.15 or
2.16 than the applicable Lender would have been entitled to receive with respect
to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Company's prior written
consent. A Participant that would be a Foreign Lender if it were a Lender shall
not be entitled to the benefits of Section 2.16 unless the Company is notified
of the participation sold to such Participant and such Participant agrees, for
the benefit of the Company, to comply with Section 2.16(e) as though it were a
Lender.

<PAGE>
                                      -78-


                  (g)      Certain Pledges. Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including any such pledge or
assignment to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such assignee for such Lender as a party
hereto.

                  (h)      No Assignments to the Company or Affiliates. Anything
in this Section to the contrary notwithstanding, no Lender may assign or
participate any interest in any Loan or LC Exposure held by it hereunder to the
Company or any of its Affiliates or Subsidiaries without the prior consent of
each Lender.

                  SECTION 10.05.    Survival. All covenants, agreements,
representations and warranties made by the Borrowers herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, any Issuing Lender or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
or any Letter of Credit is outstanding and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.14, 2.15, 2.16, 3.03 and
10.03 and Article IX shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the expiration or termination of the Letters of Credit
and the Commitments or the termination of this Agreement or any provision
hereof.

                  SECTION 10.06.    Counterparts; Integration; Effectiveness.
This Agreement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This Agreement
and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract between and among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 5.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page to this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

                  SECTION 10.07.    Severability. Any provision of this
Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to

<PAGE>
                                      -79-


the extent of such invalidity, illegality or unenforceability without affecting
the validity, legality and enforceability of the remaining provisions hereof;
and the invalidity of a particular provision in a particular jurisdiction shall
not invalidate such provision in any other jurisdiction.

                  SECTION 10.08.    Right of Setoff. If an Event of Default
shall have occurred and be continuing, each Lender is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by such
Lender to or for the credit or the account of any Borrower against any of and
all the obligations of any Borrower now or hereafter existing under this
Agreement held by such Lender, irrespective of whether or not such Lender shall
have made any demand under this Agreement and although such obligations may be
unmatured. The rights of each Lender under this Section are in addition to other
rights and remedies (including other rights of setoff) which such Lender may
have.

                  SECTION 10.09.    Governing Law; Jurisdiction; Etc.

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

                  (b)      Submission to Jurisdiction. Each Borrower hereby
irrevocably and unconditionally submits, for itself and its Property, to the
nonexclusive jurisdiction of the Supreme Court of the State of New York sitting
in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the
Administrative Agent, any Issuing Lender or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement against any Borrower
or its Properties in the courts of any jurisdiction.

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

                  (d)      Service of Process. Each party to this Agreement
irrevocably consents to service of process in the manner provided for notices in
Section 10.01. Nothing in this

<PAGE>
                                      -80-


Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

                  SECTION 10.10.    WAIVER OF JURY TRIAL. EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

                  SECTION 10.11.    Headings. Article and Section headings and
the Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION  10.12.   Treatment of Certain Information.

                  (a)      Use of Information. The Borrowers acknowledge that
from time to time financial advisory, investment banking and other services may
be offered or provided to the Company, any of the Subsidiary Borrowers or one or
more of their respective Subsidiaries (in connection with this Agreement or
otherwise) by any Lender or by one or more subsidiaries or affiliates of such
Lender and the Borrowers hereby authorize each Lender to share any information
delivered to such Lender by the Company, any Subsidiary Borrower or any of their
respective Subsidiaries pursuant to this Agreement, or in connection with the
decision of such Lender to enter into this Agreement, to any such subsidiary or
affiliate of such Lender, it being understood that any such subsidiary or
affiliate receiving such information shall be bound by the provisions of
paragraph (b) below as if it were a Lender hereunder. Such authorization shall
survive the repayment of the Loans, the expiration or termination of the Letters
of Credit and the Commitments or the termination of this Agreement or any
provision hereof.

                  (b)      Confidentiality. Each of the Lenders, the Issuing
Lenders and the Administrative Agent will, and will cause its affiliates,
directors, officers, employees and representatives to, keep confidential, and
not publish, disclose or otherwise divulge and use only in connection with this
Agreement any non-public information furnished to it by the Company, any
Subsidiary or any of their respective agents in respect of this Agreement that
the Company (or such other Person) identifies as being confidential at the time
it furnishes the same, directly or indirectly (including through J.P. Morgan
Securities Inc.), including a Confidential Information Memorandum relating to
the Company (collectively, the "Information"), provided that nothing herein
shall limit the disclosure of the Information (i) after the Information shall

<PAGE>
                                      -81-


have become public (other than through a violation of this Section 10.12), (ii)
to the extent required by statute, rule, regulation or judicial process, (iii)
to counsel for any of the Lenders, any Issuing Lender or the Administrative
Agent, (iv) to bank examiners (or any other regulatory authority having
jurisdiction over any Lender, any Issuing Lender or the Administrative Agent),
or to auditors or accountants, (v) to any Issuing Lender, the Administrative
Agent or any other Lender (or to J.P. Morgan Securities Inc.), (vi) in
connection with any litigation to which any one or more of the Lenders, the
Issuing Lenders or the Administrative Agent is a party, or in connection with
the enforcement of rights or remedies hereunder, (vii) to a subsidiary or
affiliate of such Lender as provided in paragraph (a) above or (viii) after J.P.
Morgan Securities Inc. has advised the Administrative Agent in writing that it
has completed its syndication efforts in respect of this Agreement, to any
assignee or participant (or prospective assignee or participant) so long as such
assignee or participant (or prospective assignee or participant) first executes
and delivers to the respective Lender a Confidentiality Agreement substantially
in the form of Exhibit F hereto (or executes and delivers to such Lender an
acknowledgement to the effect that it is bound by the provisions of this Section
10.12(b), which acknowledgement may be included as part of the respective
assignment or participation agreement pursuant to which such assignee or
participant acquires an interest in the Loans or Letters of Credit hereunder);
provided, further, that (x) unless specifically prohibited by applicable law or
court order, each Lender, each Issuing Lender and the Administrative Agent
shall, prior to disclosure thereof, notify the Company of any request for
disclosure of the Information (A) by any Governmental Authority or
representative thereof (other than any such request in connection with an
examination of the financial condition of such Lender or such Issuing Lender by
such Governmental Authority) or (B) pursuant to legal process and (y) in no
event shall any Lender, any Issuing Lender or the Administrative Agent be
obligated or required to return the Information furnished by the Company. The
obligations of each Lender under this Section 10.12 shall supersede and replace
the obligations of such Lender under the confidentiality letter in respect of
this financing signed and delivered by such Lender to the Company prior to the
date hereof; in addition, the obligations of any assignee that has executed a
Confidentiality Agreement in the form of Exhibit F hereto shall be superseded by
this Section 10.12 upon the date upon which such assignee becomes a Lender
hereunder pursuant to Section 10.04(b) hereof.

<PAGE>


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


                                    BOWATER INCORPORATED



                                    By    /s/ William G. Harvey
                                      ---------------------------------------
                                      Name:  William G. Harvey
                                      Title: Vice President and Treasurer


                                    JPMORGAN CHASE BANK,
                                      individually and as Administrative Agent



                                    By    /s/ Peter S. Predun
                                      ---------------------------------------
                                      Name:  Peter S. Predun
                                      Title: Vice President

<PAGE>


                                    SUNTRUST BANK



                                    By:    /s/ Nathan Bickford
                                      ---------------------------------------
                                      Name:  Nathan Bickford
                                      Title: Vice President


                                    WACHOVIA BANK, N.A.



                                    By:    /s/ Shawn Janko
                                      ---------------------------------------
                                      Name:  Shawn Janko
                                      Title: Vice President



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


                                    BANK OF AMERICA, N.A.



                                    By:    /s/ Kevin F. Sullivan
                                      ---------------------------------------
                                      Name:  Kevin F. Sullivan
                                      Title: Managing Director


                                    BANK OF MONTREAL



                                    By:    /s/ Bruno Jarry
                                      ---------------------------------------
                                      Name:  Bruno Jarry
                                      Title: Director - Asset Portfolio
                                             Management



                                    By:    /s/ Bruce A. Pietka
                                      ---------------------------------------
                                      Name:  Bruce A. Pietka
                                      Title: Vice President

<PAGE>


                                    THE BANK OF NEW YORK



                                    By:    /s/ David C. Siegel
                                      ---------------------------------------
                                      Name:  David C. Siegel
                                      Title: Vice President


                                    THE BANK OF NOVA SCOTIA



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


                                    UBS AG, STAMFORD BRANCH



                                    By:    /s/ Barbara Ezell-McMichael
                                      ---------------------------------------
                                      Name:  Barbara Ezell-McMichael
                                      Title: Associate Director -
                                             Banking Product Services, US



                                    By:    /s/ Luke Goldsworthy
                                      ---------------------------------------
                                      Name:  Luke Goldsworthy
                                      Title:  Associate Director
                                              Banking Products Services, US


                                    CIBC INC.



                                    By:    /s/ Nora Q. Catiis
                                      ---------------------------------------
                                      Name:  Nora Q. Catiis
                                      Title: Authorized Signatory

<PAGE>


                                    TORONTO DOMINION (TEXAS), INC.



                                    By:    /s/ Alva J. Jones
                                      ---------------------------------------
                                      Name:  Alva J. Jones
                                      Title: Vice President


                                    NATIONAL BANK OF CANADA



                                    By:    /s/ Jeffrey Fargech
                                      ---------------------------------------
                                      Name:  Jeffrey Fargech
                                      Title: Assistant Vice President



                                    By:    /s/ Yvon LaPlante
                                      ---------------------------------------
                                      Name:  Yvon LaPlante
                                      Title: Vice President and Manager
                                             Cross Border Financing Group


                                    BRANCH BANKING AND TRUST
                                    COMPANY OF SOUTH CAROLINA



                                    By:    /s/ Harry Jeffcoat
                                      ---------------------------------------
                                      Name:  Harry Jeffcoat
                                      Title: Senior Vice President


                                    ING CAPITAL LLC



                                    By:    /s/ Daniel W. Lamprecht
                                      ---------------------------------------
                                      Name:  Daniel W. Lamprecht
                                      Title: Managing Director


                                    REGIONS BANK



                                    By:    /s/ David L. Waller
                                      ---------------------------------------
                                    Name:  David L. Waller
                                    Title: Vice President
<PAGE>
                                                                     SCHEDULE I


                                  Commitments

        [See definitions of "Lenders", "Revolving Credit Commitment" and
                    "Term Loan Commitment" in Section 1.01]


<TABLE>
<CAPTION>
                                                              Revolving Credit                    Term Loan
Name of Lender                                                  Commitments                      Commitments
--------------                                                ----------------                   -----------

<S>                                                           <C>                                <C>
JPMorgan Chase Bank                                             $ 59,375,000                     $ 35,625,000
SunTrust Bank                                                   $ 53,125,000                     $ 31,875,000
Wachovia Bank, N.A.                                             $ 53,125,000                     $ 31,875,000
Bank of America, N.A.                                           $ 43,750,000                     $ 26,250,000
Bank of Montreal                                                $ 43,750,000                     $ 26,250,000
The Bank of New York                                            $ 43,750,000                     $ 26,250,000
The Bank of Nova Scotia                                         $ 43,750,000                     $ 26,250,000
UBS AG, Stamford Branch                                         $ 43,750,000                     $ 26,250,000
CIBC Inc.                                                       $ 28,125,000                     $ 16,875,000
Toronto Dominion (Texas), Inc.                                  $ 28,125,000                     $ 16,875,000
National Bank of Canada                                         $ 18,750,000                     $ 11,250,000
Branch Banking and Trust
  Company of South Carolina                                     $ 15,625,000                     $  9,375,000
ING Capital LLC                                                 $ 12,500,000                     $  7,500,000
Regions Bank                                                    $ 12,500,000                     $  7,500,000
                                                                ------------                     ------------
Total                                                           $500,000,000                     $300,000,000
</TABLE>


<PAGE>

                                                                    SCHEDULE II


                         Material Agreements and Liens

            [See Section 4.12, Section 7.02(a) and Section 7.03(a)]


Part A - Material Agreements

(US millions, unless otherwise noted)

Note: Intercompany indebtedness, which is consolidated to zero, is excluded
from this listing.


<TABLE>
         <S>                                                                            <C>
         BOWATER INCORPORATED

         Public Bonds
           9.0% Debentures due 8/1/09                                                   $250.0
           9.375% Debentures due 12/15/21                                               $200.0
           9.5% Debentures due 10/15/12                                                 $125.0

         Tax Exempt Bonds
           7.75% Solid Waste Recycling Facilities Revenue Bond due 10/1/22              $ 62.0
           7.4% Solid Waste Recycling Facilities Revenue Bond due 12/1/22               $ 39.5
           7.625% Solid Waste Recycling Facilities Revenue Bond due 3/1/16              $ 30.0
           Variable Rate Solid Waste Recycling Facilities Revenue Bond due 6/1/29       $ 33.5
           7.625% Solid Waste Recycling Facilities Revenue Bond due 3/1/06              $  6.9
           7.4% Solid Waste Recycling Facilities Revenue Bond due 1/1/10                $  6.5

         Letters of Credit
           Supporting Various Insurance Programs                                        $ 12.4
           Supporting Variable Rate Solid Waste Recycling Facilities                    $ 34.8

         Bank Agreements
           $10 Million Cash Management uncommitted line of credit (as of 4/30/02)       $  0.0
           $450 Million 364-day Credit Agreement (being replaced) (as of 4/30/02)       $ 70.0
           $350 Million 5-year Credit Agreement (being replaced) (as of 4/30/02)        $303.0

         Guarantees
           In connection with Ponderay Newsprint Company                                $ 50.0
           In connection with the monetization of a timberland note                     $ 12.8
           In connection with a synthetic lease                                         $115.0
           In connection with a credit facility for Bowater Canadian
             Forest Products Inc.                                                       $100.0
           In connection with notes issued by Bowater Canada Finance Corp.              $600.0
</TABLE>
<PAGE>
                                      -2-


<TABLE>
         <S>                                                                           <C>
         Synthetic Lease
           $115 Million Facility due April 30, 2006 (as of 4/30/02)                     $ 65.0


         BOWATER CANADIAN FOREST PRODUCTS INC.

         Public Bonds
           10.85% Indenture due 11/30/14                                               C$125.0
           9.25% Indenture due 6/15/02                                                  $ 59.1
           10.25% Indenture due 1/15/03                                                 $  7.4

         Private Placement Notes
           10.625% Series A Note Agreement due 6/15/10                                  $ 98.0
           10.5% Series B Note Agreement at various dates with a final
             maturity of 2010                                                           $ 91.8
           10.6% Series C Note Agreement due 1/15/11                                    $ 70.0
           10.26% Series D Note Agreement with a final maturity of 2011                 $ 19.8

         Government Loans
           0% Government of Quebec due 4/20/08                                          $  9.2
           Other miscellaneous non-interest bearing government notes due 2003           $  0.3

         Letters of Credit
           Lumber Duty                                                                  $  2.5
           Electricity Contract (to IMO for Thunder Bay)                               C$  7.5
           Supporting employment matters                                               C$ 22.0

         Bank Agreements
           C$10 Million Cash Management line of credit (as of 4/30/02)                 C$  0.0
           C$5 Million Cash Management line of credit (as of 4/30/02)                  C$  1.1
           $100 Million Credit Facility (as of 4/30/02)                                 $  0.0
                  (The above letters of credit are under this facility)


         BOWATER CANADA FINANCE CORPORATION

         Public Notes
           7.95% Notes due 2011                                                         $600.0


         BOWATER TRUST 2001-A

         $115 Synthetic Lease due 2006 (as of 4/30/02)                                  $65.0
</TABLE>
<PAGE>
                                      -3-


<TABLE>
         <S>                                                                           <C>
         NEWSPRINT SOUTH INC.

         UDAG Loan Agreement due 2010 with interest rates from 5-6.5%                   $  7.3


         BOWATER MARITIMES INC.

         Bank Agreements
           C$20 Million Cash Management line of credit (as of 4/30/02)                 C$  0.0

         Partnership Debt
           11% Subordinated debt due 2003                                               $  3.7


         QUALIFIED SPECIAL PURPOSE ENTITIES

         Timber Note Holding, LLC
                  Loan Agreement due 2009                                               $ 45.1

         Calhoun Note Holdings AT LLC
                  Note Agreement due 2014                                               $ 64.1

         Calhoun Note Holdings TI LLC
                  Note Agreement due 2014                                               $ 61.6

         Bowater Catawba Note Holdings I LLC
                  Note Agreement due 2016                                               $ 17.4

         Bowater Catawba Note Holdings II LLC
                  Note Agreement due 2016                                               $ 86.8

         Bowater Saluda Note Holdings LLC
                  Note Agreement due 2017                                               $ 89.2
</TABLE>
<PAGE>
                                      -4-


Part B - Material Liens

(US millions, unless otherwise noted)


<TABLE>
         <S>                                                                                    <C>
         BOWATER INCORPORATED

         Timber Note Monetizations                                                               $364.2
                  (secured by notes payable by the purchasers of various timberlands)


         BOWATER TRUST 2001-A

         Synthetic Lease                                                                         $115.0
                  (secured by new facilities of Bowater Nuway Inc.)


         BOWATER MARITIMES INC.

         C$20 Million Cash Management uncommitted line of credit                                C$ 20.0
                  (secured by inventory and book debts, accounts receivable,
                   claims and demands of Bowater Maritimes Inc.)
</TABLE>
<PAGE>
                                                                   SCHEDULE III


                             Restrictive Agreements

                               [See Section 7.07]


                  The Bowater Canada Inc. ("BCI") Exchangeable Shares contain
certain restrictions designed to assure the payment of dividends on the
Exchangeable Shares. Among other things, unless all dividends on the
Exchangeable Shares corresponding to dividends declared and paid to date on the
Bowater Incorporated Common Shares have been declared and paid in full on the
Exchangeable Shares, BCI shall not, without the prior approval of the holders
of the Exchangeable Shares, pay any dividends on the BCI Common Shares or BCI
Preferred Shares (or any other shares ranking junior to the Exchangeable
Shares), or redeem or purchase or make any capital distribution in respect of
such shares or any other shares of BCI ranking equally with the Exchangeable
Shares with respect to the payment of dividends or any liquidation
distribution.

                  The Support Agreement between Bowater Incorporated, Bowater
Canadian Holdings Inc. ("BCHI") and BCI contains restrictions on the payment of
dividends and other restrictions that are designed to ensure that the holders
of the Bowater Canada Exchangeable Shares are treated the same as the holders
of Bowater Common stock.

                  The provisions attached to the Preferred Shares of each of
Bowater Canadian Forest Products Inc. ("BCFP"), BCI and BCHI contain
restrictions on the payment of dividends in that no dividends may be paid on
the respective common shares of those corporations (or other shares ranking
junior to the Preferred Shares) unless all dividends are up-to-date on such
Preferred Shares.

                  In addition the indentures, agreements, instruments or other
arrangements described below contain certain terms and/or conditions that must
be satisfied in the context of any payment of dividends or other distribution
of property or assets by BCFP with respect to any shares of its capital stock,
or any action taken by BCFP to make or repay loans or advances to the Company
or any other Subsidiary or to Guarantee Indebtedness of the Company or any
other Subsidiary, to ensure, in each case, that any such payment, distribution
or action taken by BCFP does not (i) constitute a default under, or a breach or
contravention of, any provision of such indentures, agreements, instruments or
other arrangements, or (ii) result in a redemption, repurchase or similar right
being granted to or in favor of the holders of the debt instruments issued
pursuant to such indentures, agreements, instruments or other arrangements
which, if exercised, would require BCFP to redeem, repurchase or otherwise
acquire such debt instruments.
<PAGE>
                                      -2-


                  Trust Indenture dated as of December 12, 1989 between
Canadian Pacific Forest Products Limited (now BCFP) and Montreal Trust Company
in respect of the US$125,000,000 10.85% debentures due November 30, 2014.

                  Note Agreement dated as of June 1, 1990 by Canadian Pacific
Forest Products Limited (now BCFP) in respect of the US$98,000,000 10.625%
Senior Notes, Series A, and the US$102,000,000 10.50% Senior Notes, Series B,
each due June 15, 2010.

                  Note Agreement dated as of November 1, 1990 by Canadian
Pacific Forest Products Limited (now BCFP) in respect of the US$70,000,000
10.60% Senior Notes, Series C, and the US$22,000,000 10.26% Senior Notes,
Series D, each due January 15, 2011.

                  US$75,000,000 10.25% Debentures due January 15, 2003 dated as
of January 13, 1993 issued by Canadian Pacific Forest Products Limited (now
BCFP) pursuant to a prospectus supplement dated January 13, 1993 to the
prospectus of Canadian Pacific Forest Products Limited (now BCFP) dated June 9,
1992.
<PAGE>
                                                                    SCHEDULE IV


                                   Litigation

                               [See Section 4.03]




                                     None.




<PAGE>
                                                                     SCHEDULE V


                                  Subsidiaries

          [See definition of "QSPE" in Section 1.01, and Section 4.14]


<TABLE>
<CAPTION>
Subsidiary                                           Jurisdiction of Incorporation

<S>                                                  <C>
9068-9050 Quebec Inc.                                Quebec
Alliance Forest Products (2001) Inc.                 Canada
Alliance Forest Products-Joists Inc.                 New Brunswick
Bowater Alabama Inc.                                 Alabama
Bowater America Inc.                                 Delaware
Bowater Asia Pte Ltd                                 Singapore
Bowater Baie-Trinite Inc.                            Quebec
Bowater Belledune Inc.                               Canada
Bowater Canada Finance Corporation                   Nova Scotia
Bowater Canada Finance Limited Partnership           New Brunswick
Bowater Canada Inc. (1)                              Canada
Bowater Canada Treasury Corp.                        Nova Scotia
Bowater Canadian Forest Products Inc. (1)            Canada
Bowater Canadian Holdings Incorporated (1)           Nova Scotia
Bowater Canadian Limited                             Canada
Bowater Europe Limited                               United Kingdom
Bowater Finance Company Inc.                         Delaware
Bowater Foreign Sales Corporation                    Barbados
Bowater Japan Limited                                Japan
Bowater Maritimes Inc. (2)                           New Brunswick
Bowater Mersey Paper Company Limited (3)             Nova Scotia
Bowater Mississippi Holdings Inc.                    Delaware
Bowater Mississippi LLC                              Delaware
Bowater Newsprint South LLC                          Delaware
Bowater Nuway Inc.                                   Delaware
Bowater Pulp and Paper Canada Holdings LP            New Brunswick
Bowater S. America Ltda.                             Brazil
Bowater South American Holdings Incorporated         Delaware
Bowater US Holdings Inc.                             Delaware
Bowater Ventures Inc.                                Delaware
Bowater-Couturier Inc.                               New Brunswick
Bowater-Guerette Inc.                                Quebec
Bowater-Halla Paper Co., Ltd                         Korea
Bowater-Mitis Inc.                                   Quebec
Bowater-Treated Wood Inc.                            Quebec
</TABLE>
<PAGE>
                                      -2-


<TABLE>
<S>                                                  <C>
Calhoun Newsprint Company (4)                        Delaware
Carolina Export Corporation                          Delaware
Cascapedia Booming Company Inc. (5)                  Quebec
Coosa Pines Golf Club, Incorporated                  Alabama
Enerpap Inc.                                         Canada
Lake Superior Construction Inc.                      Delaware
Lake Superior Forest Products Inc.                   Delaware
Lake Superior Holdings Inc.                          Delaware
Manifor Inc.                                         Quebec
Newsprint South, Inc.                                Delaware
Rich Timber Holdings, LLC                            Delaware
9032-4286 Quebec Inc. (6)                            Quebec

Qualified Special Purpose Entities:

Calhoun Note Holdings AT LLC                         Delaware
  (subsidiary of Calhoun Newsprint
  Company, see Note 4)
Calhoun Note Holdings TI LLC                         Delaware
  (subsidiary of Calhoun Newsprint
  Company, see Note 4)
Bowater Catawba Note Holdings I LLC                  Delaware
Bowater Catawba Note Holdings II LLC                 Delaware
Bowater Saluda Note Holdings LLC                     Delaware
Timber Note Holding, LLC                             Delaware
</TABLE>


         Note: Except as otherwise indicated, each of the above entities is a
wholly owned direct or indirect subsidiary of the Company.

                  (1)      100% of the common stock of each of these
corporations is owned directly or indirectly by the Company. In addition, each
of these corporations has issued C$100,000 of preferred stock to the law firm
of Fraser Milner Casgrain and Bowater Canada Inc. has 1,686,406 outstanding
Exchangeable Shares (at May 8, 2002), which are exchangeable on a one-for-one
basis into shares of Bowater Incorporated Common Stock.

                  (2)      67% owned. The remaining interest is owned 25% by
Oji Paper Co., Ltd and 8% by Mitsui & Co., Ltd.

                  (3)      51% owned. The remaining interest is owned by The
Washington Post Company.

                  (4)      Approximately 51% owned. The remaining interest is
owned by Herald Company, Inc.

                  (5)      Approximately 50% owned. The remaining interests are
owned by Stone Consolidated(approximately 50%) and 1 share is owned by each of
the six directors.

                  (6)      50% owned. The remaining interest is owned by
Cooperative de travailleurs actionnaire de serres et pepiniere Girardville.
<PAGE>


                                                                    SCHEDULE VI


                             Permitted Dispositions

                             [See Section 7.01(f)]




                                     None.




<PAGE>


                                                                      EXHIBIT A


                      [Form of Assignment and Acceptance]

                           ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the Credit Agreement dated as of
[_______], 2002 (as amended and in effect on the date hereof, the "Credit
Agreement"), between Bowater Incorporated, the Subsidiary Borrowers party
thereto, the Lenders party thereto and JPMorgan Chase Bank, as Administrative
Agent for the Lenders. Terms defined in the Credit Agreement are used herein
with the same meanings.

                  The Assignor named below hereby sells and assigns, without
recourse, to the Assignee named below, and the Assignee hereby purchases and
assumes, without recourse, from the Assignor, effective as of the Assignment
Date set forth below, the interests set forth below (the "Assigned Interest")
in the Assignor's rights and obligations under the Credit Agreement, including
the interests set forth below in the Commitment of the Assignor on the
Assignment Date and Competitive Loans and Syndicated Loans owing to the
Assignor which are outstanding on the Assignment Date, together with unpaid
interest accrued on the assigned Loans to the Assignment Date, the
participations in Letters of Credit and LC Disbursements held by the Assignor
on the Assignment Date, and the amount, if any, set forth below of the fees
accrued to the Assignment Date for account of the Assignor. The Assignee hereby
acknowledges receipt of a copy of the Credit Agreement. From and after the
Assignment Date (i) the Assignee shall be a party to and be bound by the
provisions of the Credit Agreement and, to the extent of the interests assigned
by this Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and (ii) the Assignor shall, to the extent of the interests assigned
by this Assignment and Acceptance, relinquish its rights and be released from
its obligations under the Credit Agreement.

                  This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is a Foreign Lender, any
documentation required to be delivered by the Assignee pursuant to Section
2.16(e) of the Credit Agreement, duly completed and executed by the Assignee,
and (ii) if the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire in the form supplied by the Administrative Agent,
duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee
payable to the Administrative Agent pursuant to Section 10.04(b) of the Credit
Agreement.

                  This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.
<PAGE>
                                     - 2 -


Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment
("Assignment Date")(1):

                                                             Principal Amount
                                                             Assigned (and
                                                             identifying
                                                             information as to
                                                             individual
Facility                                                     Competitive Loans)


Commitment Assigned:                                         $

Syndicated Loans:

Competitive Loans:

Fees Assigned (if any):


The terms set forth above and below are hereby agreed to:

                                    [NAME OF ASSIGNOR]      , as Assignor


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


                                    [NAME OF ASSIGNEE]      , as Assignee


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


---------
(1)      Must be at least five Business Days after execution hereof by all
         required parties.
<PAGE>
                                      -3-


The undersigned hereby consent to the within assignment:(2)


BOWATER INCORPORATED


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


JPMORGAN CHASE BANK,
  as Administrative Agent
  and as Issuing Lender


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


[ADD ANY OTHER ISSUING LENDER],
  as Issuing Lender


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


---------
(2)      Consents to be included to the extent required by Section 10.04(b) of
         the Credit Agreement.
<PAGE>
                                                                      EXHIBIT B


                  [Form of Opinion of Counsel to the Company]


                                 May [__], 2002

To the Lenders party to the Credit Agreement
    referred to below and JPMorgan Chase Bank,
    as Administrative Agent


Ladies and Gentlemen:

                  I am the Assistant General Counsel and Assistant Secretary of
Bowater Incorporated, a corporation organized under the laws of Delaware (the
"Company"), and have acted as counsel to the Company in connection with the
Credit Agreement (the "Credit Agreement") dated as of May [__], 2002 between
the Company, the lenders party thereto and JPMCB, as Administrative Agent,
providing for extensions of credit to be made by said lenders to the Company in
an aggregate principal or face amount not exceeding $800,000,000. Terms defined
in the Credit Agreement are used herein as defined therein. This opinion letter
is being delivered pursuant to Section 5.01(b) of the Credit Agreement.

                  In rendering the opinions expressed below, I have examined
the following agreements, instruments and other documents:

                  (a)      the Credit Agreement; and

                  (b)      such corporate records, agreements and instruments
                           of the Company and such other documents and records
                           as I have deemed necessary as a basis for the
                           opinions expressed below.

                  In my examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals and
the conformity with authentic original documents of all documents submitted to
me as copies. When relevant facts were not independently established, I have
relied upon statements of governmental officials and upon representations made
in or pursuant to the Credit Agreement and certificates of appropriate
representatives of the Company.

                  In rendering the opinions expressed below, I have assumed,
with respect to all of the documents referred to in this opinion letter, that
(except, to the extent set forth in the opinions expressed below, as to the
Company):
<PAGE>
                                      -2-


                  (i)      such documents have been duly authorized by, have
                           been duly executed and delivered by, and constitute
                           legal, valid, binding and enforceable obligations
                           of, all of the parties to such documents;

                  (ii)     all signatories to such documents have been duly
                           authorized; and

                  (iii)    all of the parties to such documents are duly
                           organized and validly existing and have the power
                           and authority (corporate or other) to execute,
                           deliver and perform such documents.

                  Based upon and subject to the foregoing and subject also to
the comments and qualifications set forth below, and having considered such
questions of law as I have deemed necessary as a basis for the opinions
expressed below, I am of the opinion that:

                  1.       The Company is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware.

                  2.       The Company has all requisite corporate power to
         execute and deliver, and to perform its obligations under the Credit
         Agreement and has all requisite corporate power to borrow under the
         Credit Agreement.

                  3.       The execution, delivery and performance by the
         Company of the Credit Agreement and the borrowings by the Company
         under the Credit Agreement have been duly authorized by all necessary
         corporate action on the part of the Company.

                  4.       The Credit Agreement has been duly executed and
         delivered by the Company.

                  5.       The Credit Agreement constitutes the legal, valid
         and binding obligation of the Company, enforceable against the Company
         in accordance with its terms, except as may be limited by bankruptcy,
         insolvency, reorganization, fraudulent conveyance or transfer,
         moratorium or other similar laws relating to or affecting the rights
         of creditors generally and except as the enforceability of the Credit
         Agreement is subject to the application of general principles of
         equity (regardless of whether considered in a proceeding in equity or
         at law), including (a) the possible unavailability of specific
         performance, injunctive relief or any other equitable remedy and (b)
         concepts of materiality, reasonableness, good faith and fair dealing.

                  6.       No authorization, approval or consent of, and no
         filing or registration with, any governmental or regulatory authority
         or agency is required on the part of the Company for the execution,
         delivery or performance by the Company of, or for the legality,
         validity or enforceability of, the Credit Agreement or for any
         borrowing by the Company under the Credit Agreement.
<PAGE>
                                      -3-


                  7.       The execution, delivery and performance by the
         Company of, and the consummation by the Company of the transactions
         contemplated by, the Credit Agreement do not and will not (a) violate
         any provision of the charter or by-laws of the Company, (b) violate
         any applicable law, rule or regulation in any material respect, (c)
         violate any order, writ, injunction or decree of any court or
         governmental authority or agency or any arbitral award applicable to
         the Company of which I have knowledge (after due inquiry) or (d)
         result in a breach of, constitute a default under, require any consent
         under, or result in the acceleration or required prepayment of any
         indebtedness pursuant to the terms of, any agreement or instrument of
         which I have knowledge (after due inquiry) to which the Company is a
         party or by which the Company is bound or to which the Company is
         subject or result in the creation or imposition of any Lien upon any
         Property of the Company or any of its Subsidiaries pursuant to the
         terms of any such agreement or instrument.

                  8.       Except as set forth in Schedule IV to the Credit
         Agreement, I have no knowledge (after due inquiry) of any legal or
         arbitral proceedings, or any proceedings by or before any governmental
         or regulatory authority or agency, now pending or threatened against
         the Company or any of its Subsidiaries or any of their respective
         Properties that, if adversely determined, could have a Material
         Adverse Effect.

                  The foregoing opinions are subject to the following comments
and qualifications:

                  (A)      The enforceability of Sections 3.03 and 10.03 of the
         Credit Agreement may be limited by (i) laws rendering unenforceable
         indemnification contrary to Federal or state securities laws and the
         public policy underlying such laws and (ii) laws limiting the
         enforceability of provisions exculpating or exempting a party, or
         requiring indemnification of a party for, liability for its own action
         or inaction, to the extent the action or inaction involves gross
         negligence, recklessness, willful misconduct or unlawful conduct.

                  (B)      Clause (iii) of the second sentence of Section 3.02
         of the Credit Agreement may not be enforceable to the extent that the
         Guaranteed Obligations are materially altered.

                  (C)      The enforceability of provisions in the Credit
         Agreement to the effect that terms may not be waived or modified
         except in writing may be limited under certain circumstances.

                  (D)      I express no opinion as to (i) the effect of the
         laws of any jurisdiction in which any Lender is located (other than
         the State of New York) that limit the interest, fees or other charges
         such Lender may impose, (ii) the last sentence of Section 2.17(d) or
         Section 3.06 of the Credit Agreement, (iii) the first sentence of
         Section 10.09(b) of the
<PAGE>
                                      -4-


         Credit Agreement, insofar as such sentence relates to the subject
         matter jurisdiction of the United States District Court for the
         Southern District of New York to adjudicate any controversy related to
         the Credit Agreement and (iv) the waiver of inconvenient forum set
         forth in Section 10.09(c) of the Credit Agreement with respect to
         proceedings in the United States District Court for the Southern
         District of New York.

                  The foregoing opinions are limited to matters involving the
Federal laws of the United States of America, the Delaware General Corporation
Law and the law of the State of New York and I do not express any opinion as to
the laws of any other jurisdiction.

                  At the request of my client, this opinion letter is, pursuant
to Section 5.01(b) of the Credit Agreement, provided to you by me in my
capacity as Assistant General Counsel and Assistant Secretary of the Company
and may not be relied upon, used, published or communicated by any Person for
any purpose other than in connection with the transactions contemplated by the
Credit Agreement without, in each instance, my prior written consent.


                                             Very truly yours,
<PAGE>


                                                                      EXHIBIT C


             [Form of Opinion of Special New York Counsel to JPMCB]

                                 May [__], 2001


To the Lenders party to the Credit Agreement
  referred to below and JPMorgan Chase Bank,
  as Administrative Agent


Ladies and Gentlemen:

                  We have acted as special New York counsel to JPMorgan Chase
Bank ("JPMCB") in connection with the Credit Agreement (the "Credit Agreement")
dated as of May [__], 2002 between Bowater Incorporated (the "Company"), the
lenders party thereto and JPMCB, as Administrative Agent, providing for
extensions of credit to be made by said lenders to the Company in an aggregate
principal or face amount not exceeding $800,000,000. Terms defined in the
Credit Agreement are used herein as defined therein. This opinion letter is
being delivered pursuant to Section 5.01(c) of the Credit Agreement.

                  In rendering the opinions expressed below, we have examined
the following agreements, instruments and other documents:

                  (a)      the Credit Agreement; and

                  (b)      such records of the Company and such other documents
                           as we have deemed necessary as a basis for the
                           opinions expressed below.

                  In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with authentic original documents of all documents submitted to
us as copies. When relevant facts were not independently established, we have
relied upon certificates of governmental officials and appropriate
representatives of the Company and upon representations made in or pursuant to
the Credit Agreement.

                  In rendering the opinions expressed below, we have assumed,
with respect to all of the documents referred to in this opinion letter, that:

                  (i)      such documents have been duly authorized by, have
                  been duly executed and delivered by, and (except to the
                  extent set forth in the opinions expressed below as to the
                  Company) constitute legal, valid, binding and enforceable
                  obligations of, all of the parties to such documents;

                  (ii)     all signatories to such documents have been duly
                  authorized; and
<PAGE>
                                      -2-


                  (iii)    all of the parties to such documents are duly
                  organized and validly existing and have the power and
                  authority (corporate or other) to execute, deliver and
                  perform such documents.

                  Based upon and subject to the foregoing and subject also to
the comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that the Credit Agreement constitutes
the legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
other similar laws relating to or affecting the rights of creditors generally
and except as the enforceability of the Credit Agreement is subject to the
application of general principles of equity (regardless of whether considered
in a proceeding in equity or at law), including (a) the possible unavailability
of specific performance, injunctive relief or any other equitable remedy and
(b) concepts of materiality, reasonableness, good faith and fair dealing.

                  The foregoing opinions are subject to the following comments
and qualifications:

                  (A)      The enforceability of Sections 3.03 and 10.03 of the
         Credit Agreement may be limited by (i) laws rendering unenforceable
         indemnification contrary to Federal or state securities laws and the
         public policy underlying such laws and (ii) laws limiting the
         enforceability of provisions exculpating or exempting a party, or
         requiring indemnification of a party for, liability for its own action
         or inaction, to the extent the action or inaction involves gross
         negligence, recklessness, willful misconduct or unlawful conduct.

                  (B)      Clause (iii) of the second sentence of Section 3.02
         of the Credit Agreement may not be enforceable to the extent that the
         Guaranteed Obligations are materially altered.

                  (C)      The enforceability of provisions in the Credit
         Agreement to the effect that terms may not be waived or modified
         except in writing may be limited under certain circumstances.

                  (D)      We express no opinion as to (i) the effect of the
         laws of any jurisdiction in which any Lender is located (other than
         the State of New York) that limit the interest, fees or other charges
         such Lender may impose, (ii) the last sentence of Section 2.17(d) or
         Section 3.06 of the Credit Agreement, (iii) the first sentence of
         Section 10.09(b) of the Credit Agreement, insofar as such sentence
         relates to the subject matter jurisdiction of the United States
         District Court for the Southern District of New York to adjudicate any
<PAGE>
                                      -3-


         controversy related to the Credit Agreement and (iv) the waiver of
         inconvenient forum set forth in Section 10.09(c) of the Credit
         Agreement with respect to proceedings in the United States District
         Court for the Southern District of New York.

                  The foregoing opinions are limited to matters involving the
Federal laws of the United States of America and the law of the State of New
York, and we do not express any opinion as to the laws of any other
jurisdiction.

                  At the request of our client, this opinion letter is,
pursuant to Section 5.01(c) of the Credit Agreement, provided to you by us in
our capacity as special New York counsel to JPMCB and may not be relied upon by
any Person for any purpose other than in connection with the transactions
contemplated by the Credit Agreement without, in each instance, our prior
written consent.


                                             Very truly yours,
<PAGE>
                                                                      EXHIBIT D


                       [Form of Competitive Bid Request]


                                                  [Date]

To:      JPMorgan Chase Bank, as Administrative Agent

From:    Bowater Incorporated [on behalf of [Name of Subsidiary Borrower](1)


Re:      Competitive Bid Request

                  Pursuant to Section 2.04(a) of the Credit Agreement dated as
of May [__], 2002 (as modified and supplemented and in effect from time to
time, the "Credit Agreement"; terms used herein have the meanings assigned to
them in the Credit Agreement) between Bowater Incorporated, the Subsidiary
Borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, as
Administrative Agent, we hereby give notice that we request Competitive Bids
for the following proposed Competitive Loan Borrowing(s) [on behalf of [Name of
Subsidiary Borrower]]:


<TABLE>
<CAPTION>
Borrowing                                                                         Interest
  Date               Bid Date(2)           Amount(3)            Type(4)           Period(5)
---------            -----------           ---------            -------           ---------
<S>                  <C>                   <C>                  <C>               <C>

</TABLE>

---------
(1)      If applicable.
(2)      For use if a Fixed Rate is requested to be submitted before the
         Borrowing Date.
(3)      Each amount must be $5,000,000 or a larger integral multiple of
         $1,000,000.
(4)      Insert Eurodollar (in the case of Eurodollar Loans) or Fixed Rate (in
         the case of Fixed Rate Loans).
(5)      One, two, three or six months, in the case of a Eurodollar Loan or, in
         the case of a Fixed Rate Loan, not less than seven or more than 360
         days after the making of such Loan and ending on a Business Day.
<PAGE>
                                      -2-


                  Kindly make any Loans made in respect of this Competitive Bid
Request available to [the Company] [Name of Subsidiary Borrower] at the
following account: [Describe account maintained with the Administrative Agent
in New York City].


                                             BOWATER INCORPORATED


                                             By:
                                                ------------------------------
                                                Name:
                                                Title:
<PAGE>


                                                                      EXHIBIT E


                           [Form of Competitive Bid]


To:      JPMorgan Chase Bank,
         as Administrative Agent
         Attention: [____________]

Re:      Competitive Bid to [Name of Applicable Borrower] (the "Requesting
         Borrower")

               This Competitive Bid is given in accordance with Section 2.04(b)
of the Credit Agreement dated as of May [__], 2002 (as modified and
supplemented and in effect from time to time, the "Credit Agreement") between
Bowater Incorporated, the Subsidiary Borrowers party thereto, the lenders party
thereto and JPMorgan Chase Bank, as Administrative Agent. Terms defined in the
Credit Agreement are used herein as defined therein.

               In response to the Requesting Borrower's invitation dated
__________, 200__, we hereby make the following Competitive Bid(s) on the
following terms:

                  1.       Bidding Lender:

                  2.       Person to contact at bidding Lender:

                  3.       We hereby offer to make Competitive Loan(s) in the
         following principal amount(s), for the following Interest Period(s)
         and at the following rate(s):


<TABLE>
<CAPTION>
Borrowing                                                                         Interest
  Date               Bid Date(1)           Amount(2)            Type(3)           Period(4)          Rate(5)
---------            -----------           ---------            -------           ---------          -------
<S>                  <C>                   <C>                  <C>               <C>                <C>

</TABLE>


--------
(1)      As specified in the related Competitive Bid Request.
(2)      The principal amount bid for each Interest Period may not exceed the
         principal amount requested. Bids must be made for at least $5,000,000
         (or a larger integral multiple of $1,000,000).
(3)      Insert Eurodollar (in the case of Eurodollar Loans) or Fixed Rate (in
         the case of Fixed Rate Loans).
(4)      One, two, three or six months, in the case of a Eurodollar Loan or, in
         the case of a Fixed Rate Loan, not less than seven or more than 360
         days after the making of such Loan and ending on a Business Day, as
         specified in the related Competitive Bid Request.
(5)      For a LIBO Rate Loan, specify margin over or under the LIBO Rate
         determined for the applicable Interest Period. Specify percentage
         (rounded to the nearest 1/10,000 of 1%) and specify whether "PLUS" or
         "MINUS". For a Fixed Rate Loan, specify rate of interest per annum
         (rounded to the nearest 1/10,000 of 1%).
<PAGE>
                                      -2-


               We understand and agree that the offer(s) set forth above,
subject to the satisfaction of the applicable conditions set forth in the
Credit Agreement, irrevocably obligate(s) us to make the Competitive Loan(s)
for which any offer(s) (is/are) accepted, in whole or in part (subject to
Section 2.04(d) of the Credit Agreement).


                                             Very truly yours,

                                             [NAME OF BANK]

                                             By
                                               --------------------------------
                                               Authorized Officer


Dated:                   ,
      ------------------   --------
<PAGE>


                                                                      EXHIBIT F


                      [Form of Confidentiality Agreement]


                           CONFIDENTIALITY AGREEMENT


                                                                [Date]


[Insert Name and
  Address of Prospective
  Participant or Assignee]


                  Re:      Credit Agreement dated as of [_______], 2002 (as
                           modified and supplemented and in effect from time to
                           time, the "Credit Agreement"), between Bowater
                           Incorporated (the "Company"), the Subsidiary
                           Borrowers party thereto, the lenders party thereto
                           and JPMorgan Chase Bank, as Administrative Agent.

Dear Ladies and Gentlemen:

                  As a Lender party to the Credit Agreement, we have agreed
with the Company pursuant to Section 10.12 of the Credit Agreement to use
reasonable precautions to keep confidential, except as otherwise provided
therein, all non-public information identified by the Company, any Subsidiary
or any of their respective agents as being confidential at the time the same is
delivered to us pursuant to the Credit Agreement, including a Confidential
Information Memorandum relating to the Company (collectively, the
"Information").

                  As provided in said Section 10.12, we are permitted to
provide you, as a prospective [holder of a participation in the Loans and/or
the Letters of Credit (as each such term is defined in the Credit Agreement)]
[assignee Lender], with the Information subject to the execution and delivery
by you, prior to receiving the Information, of a Confidentiality Agreement in
this form. The Information will not be made available to you until your
execution and return to us of this Confidentiality Agreement.

                  Accordingly, in consideration of the foregoing, you agree for
the benefit of the Company and us to keep confidential, and to not publish,
disclose or otherwise divulge, the Information (and to cause your officers,
directors, employees, agents and representatives to keep confidential, and to
not publish, disclose or otherwise divulge, the Information) and, at the
Company's request (except as provided below), promptly to return to the Company
or destroy the Information and all copies thereof, extracts therefrom and
analyses or other materials based
<PAGE>
                                      -2-


thereon, except that you shall be permitted to disclose Information (i) to such
of your officers, directors, employees, agents and representatives as need to
know such Information in connection with the proposed [participation]
[assignment] mentioned above; (ii) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, or requested by any
bank regulatory authority, provided that, unless specifically prohibited by
applicable law or court order, you agree, prior to disclosure thereof, to
notify the Company of any request for disclosure of any Information (A) by any
Governmental Authority or representative thereof (other than any such request
in connection with an examination of your financial condition by a Governmental
Authority) or (B) pursuant to legal process; (iii) to the extent such
Information (A) becomes publicly available other than as a result of a breach
of this Confidentiality Agreement, (B) becomes available to you on a
non-confidential basis from a source other than the Administrative Agent, any
Issuing Lender, any Lender or us (C) was available to you on a non-confidential
basis prior to its disclosure to you by us; (iv) to the extent the Company
shall have consented to such disclosure in writing; or (v) pursuant to the
immediately succeeding paragraph of this Confidentiality Agreement. You further
agree that you will use the Information (except to the extent the conditions
referred to in subclauses (A), (B) and (C) of clause (iii) above have been met
and as otherwise provided in this paragraph) only to evaluate the proposed
[participation] [assignment] in respect of the Credit Agreement.

                  Notwithstanding anything to the contrary contained above, if
you become [a holder of a participation in the Loans and/or Letters of Credit
under the Credit Agreement, you will be entitled (subject to the requirements
hereof) to retain all Information and to use it in monitoring and servicing
such participation and in exercising your rights with respect thereto] [an
assignee Lender pursuant to Section 10.04(b) of the Credit Agreement, you will
be able to retain all Information pursuant and subject to Section 10.12 of the
Credit Agreement, which shall supersede your obligations under this
Confidentiality Agreement on the date upon which you become such a Lender].

                  This Agreement shall be governed by the laws of the State of
New York.
<PAGE>
                                      -3-


                  Please indicate your agreement to the foregoing by signing as
provided below the enclosed copy of this Confidentiality Agreement and
returning the same to us.


                                    Very truly yours,


                                    [INSERT NAME OF LENDER]


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


The foregoing is agreed
to as of the date of
this letter.

[INSERT NAME OF PROSPECTIVE
 PARTICIPANT OR ASSIGNEE]


By:
   -------------------------------
   Name:
   Title:
<PAGE>

                                                                      EXHIBIT G


                [Form of Subsidiary Borrower Designation Letter]


                     SUBSIDIARY BORROWER DESIGNATION LETTER


                                                                [Date]


To:   JPMorgan Chase Bank,
      as Administrative Agent
      Attention: [__________]


                  Re:      Credit Agreement dated as of [_______], 2002 (as
                           modified and supplemented and in effect from time to
                           time, the "Credit Agreement"), between Bowater
                           Incorporated (the "Company"), the Subsidiary
                           Borrowers party thereto, the lenders party thereto
                           and JPMorgan Chase Bank, as Administrative Agent.

Dear Ladies and Gentlemen:

                  This letter is a "Subsidiary Borrower Designation Letter"
being delivered to you pursuant to the above-referenced Credit Agreement.
Except as otherwise provided herein, terms defined in the Credit Agreement are
used herein as defined therein.

                  By its signature below, the Company hereby designates
_________________ (the "New Subsidiary Borrower") as a "Subsidiary Borrower"
under the Credit Agreement. By its signature below, the New Subsidiary Borrower
hereby agrees to be bound by all of the provisions of the Credit Agreement
applicable to it in its capacity as a "Subsidiary Borrower" thereunder. In
addition, the New Subsidiary Borrower hereby represents and warrants to the
Administrative Agent and the Lenders that:

                  (a)      it is a ______________ duly organized, validly
         existing and in good standing under the laws of _____________;

                  (b)      none of the execution and delivery of this
         Subsidiary Borrower Designation Letter, the consummation of the
         transactions herein or in the Credit Agreement contemplated or
         compliance with the terms and provisions hereof or thereof will
         conflict with or result in a breach of, or require any consent under,
         the charter or by-laws or other organizational documents of the New
         Subsidiary Borrower, or any applicable law or regulation in any
         material respect, or any order, writ, injunction or decree of any
         Governmental Authority, or any agreement or instrument in any material
         respect to which the New Subsidiary Borrower or any of its
         Subsidiaries is a party or by which any of
<PAGE>
                                      -2-


         them or any of their Property is bound or to which any of them is
         subject, or constitute a default under any such agreement or
         instrument, or result in the creation or imposition of any Lien upon
         any Property of the New Subsidiary Borrower or any of its Subsidiaries
         pursuant to the terms of any such agreement or instrument;

                  (c)      the New Subsidiary Borrower has all necessary
         corporate (or, if the New Subsidiary Borrower is not a corporation,
         other) power, authority and legal right to execute and deliver this
         Subsidiary Borrower Designation Letter, to perform its obligations
         under the Credit Agreement and to borrow and request extensions of
         credit under the Credit Agreement; the execution and delivery by the
         New Subsidiary Borrower of this Subsidiary Borrower Designation
         Letter, and performance by the New Subsidiary Borrower of the Credit
         Agreement and the borrowings by, and other extensions of credit to,
         the New Subsidiary Borrower under the Credit Agreement have been duly
         authorized by all necessary corporate (or, if the New Subsidiary
         Borrower is not a corporation, other) action on its part (including
         any required shareholder approvals); and this Subsidiary Borrower
         Designation Letter has been duly and validly executed and delivered by
         the New Subsidiary Borrower and, together with the Credit Agreement,
         constitutes, its legal, valid and binding obligation, enforceable
         against the New Subsidiary Borrower in accordance with its terms,
         except as such enforceability may be limited by (a) bankruptcy,
         insolvency, reorganization, moratorium or similar laws of general
         applicability affecting the enforcement of creditors' rights and (b)
         the application of general principles of equity (regardless of whether
         such enforceability is considered in a proceeding in equity or at
         law);

                  (d)      no authorizations, approvals or consents of, and no
         filings or registrations with, any Governmental Authority are
         necessary for the execution and delivery by the New Subsidiary
         Borrower of this Subsidiary Borrower Designation Letter, or for the
         performance by the New Subsidiary Borrower of the Credit Agreement, or
         for the legality, validity or enforceability hereof or thereof, or for
         any borrowing by, or other extension of credit to, the New Subsidiary
         Borrower under the Credit Agreement; and

                  (e) to the extent the New Subsidiary Borrower is a Foreign
         Borrower, on and as of the date hereof, none of this Subsidiary
         Borrower Designation Letter, the Credit Agreement or the execution or
         delivery by the New Subsidiary Borrower of this Subsidiary Borrower
         Designation Letter, is subject to any Foreign Taxes, and no payment to
         be made by the New Subsidiary Borrower under the Credit Agreement is
         subject to any Foreign Taxes, except for _________________.

                  The New Subsidiary Borrower hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York state court sitting in New York City
for the purposes of all legal proceedings arising out of or relating to this
Subsidiary Designation Letter, the Credit Agreement, the other Loan Documents
or the transactions contemplated hereby or thereby. The New Subsidiary Borrower
irrevocably waives, to the fullest extent permitted by applicable law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any
<PAGE>
                                      -3-


claim that any such proceeding brought in such a court has been brought in an
inconvenient forum.

                  To the extent the New Subsidiary Borrower is a Foreign
Borrower, the New Subsidiary Borrower hereby agrees that service of all writs,
process and summonses in any such suit, action or proceeding brought hereunder
may be made upon Corporation Service Company, with an office on the date hereof
at 1177 Avenue of the Americas, 17th Floor, New York, New York 10036, U.S.A.
(the "Process Agent"), and the New Subsidiary Borrower hereby confirms and
agrees that the Process Agent has been duly and irrevocably appointed as its
agent and true and lawful attorney-in-fact in its name, place and stead to
accept such service of any and all such writs, process and summonses, and
agrees that the failure of the Process Agent to give any notice of any such
service of process to the New Subsidiary Borrower shall not impair or affect
the validity of such service or of any judgment based thereon. The New
Subsidiary Borrower hereby further irrevocably consents to the service of
process in any suit, action or proceeding in said courts by the mailing thereof
by the Administrative Agent or any Lender by registered or certified mail,
postage prepaid, at its address set forth beneath its signature hereto.

                  Nothing herein shall in any way be deemed to limit the
ability of the Administrative Agent or any Lender to serve any such writs,
process or summonses in any other manner permitted by applicable law or to
obtain jurisdiction over the New Subsidiary Borrower in such other
jurisdictions, and in such manner, as may be permitted by applicable law.

                  This Subsidiary Borrower Designation Letter shall be governed
by and construed in accordance with the law of the State of New York.
<PAGE>
                                      -4-


                  IN WITNESS WHEREOF, the Company and the New Subsidiary
Borrower have caused this Subsidiary Borrower Designation Letter to be duly
executed and delivered as of the day and year first above written.


                                    BOWATER INCORPORATED


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


                                    [NAME OF NEW SUBSIDIARY BORROWER]


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


Accepted and Agreed:

JPMORGAN CHASE BANK,
  as Administrative Agent


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