<PAGE>

                                                                    Exhibit 10.1

                         5 YEAR NABISCO CREDIT AGREEMENT

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                                CREDIT AGREEMENT

                                      AMONG

                             NABISCO HOLDINGS CORP.,

                                  NABISCO, INC.

                                       AND

                             BANKERS TRUST COMPANY,
                            THE CHASE MANHATTAN BANK,
                                 CITIBANK, N.A.
                                       AND
                             THE FUJI BANK, LIMITED,
                            AS SENIOR MANAGING AGENTS

                                       AND

                          VARIOUS LENDING INSTITUTIONS


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

                          Dated as of October 31, 1996

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

                                 $1,500,000,000


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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

SECTION 1.   Amount and Terms of Credit......................................  1

      1.01  Commitments......................................................  1
      1.02  Minimum Amount of Each Borrowing; Maximum Number of
                  Borrowings.................................................  4
      1.03  Notice of Borrowing of Committed Loans...........................  4
      1.04  Competitive Bid Borrowings.......................................  5
      1.05  Disbursement of Funds............................................  7
      1.06  Notes; Register..................................................  8
      1.07  Conversions......................................................  8
      1.08  Pro Rata Borrowings..............................................  9
      1.09  Interest.........................................................  9
      1.10  Interest Periods................................................. 10
      1.11  Increased Costs, Illegality, etc................................. 11
      1.12  Compensation..................................................... 13
      1.13  Change of Lending Office......................................... 14
      1.14  Replacement of Banks............................................. 14
      1.15  Notice of Certain Costs.......................................... 15
      1.16  Commitment Increases............................................. 15
      1.17  Maturity Date Extensions......................................... 16

SECTION 2.   Letters of Credit............................................... 17

      2.01  Letters of Credit................................................ 17
      2.02  Letter of Credit Requests........................................ 17
      2.03  Letter of Credit Participations.................................. 18
      2.04  Agreement to Repay Letter of Credit Drawings..................... 20
      2.05  Increased Costs.................................................. 21
      2.06  Indemnification; Nature of Letter of Credit Issuers' Duties...... 22

SECTION 3.   Fees; Commitments............................................... 23

      3.01  Fees............................................................. 23
      3.02  Voluntary Reduction of Commitments............................... 24
      3.03  Mandatory Reduction of Commitments, etc.......................... 25


                                       (i)
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                                                                            Page
                                                                            ----

SECTION 4.   Payments........................................................ 25

      4.01  Voluntary Prepayments............................................ 25
      4.02  Mandatory Prepayments............................................ 26
      4.03  Method and Place of Payment...................................... 27
      4.04  Net Payments..................................................... 27

SECTION 5.   Conditions...................................................... 29

      5.01  Conditions Precedent to the Effective Date....................... 29
      5.02  Conditions Precedent to Each Credit Event........................ 31

SECTION 6.   Representations, Warranties and Agreements...................... 32

      6.01  Corporate Status................................................. 32
      6.02  Corporate Power and Authority.................................... 32
      6.03  No Violation..................................................... 32
      6.04  Litigation....................................................... 33
      6.05  Use of Proceeds; Margin Regulations.............................. 33
      6.06  Governmental Approvals........................................... 33
      6.07  Investment Company Act........................................... 33
      6.08  True and Complete Disclosure..................................... 34
      6.09  Financial Condition; Financial Statements........................ 34
      6.10  Tax Returns and Payments......................................... 34
      6.11  Compliance with ERISA............................................ 34
      6.12  Subsidiaries..................................................... 35
      6.13  Patents, etc..................................................... 35
      6.14  Pollution and Other Regulations.................................. 35
      6.15  Properties....................................................... 35

SECTION 7.  Affirmative Covenants............................................ 35

      7.01  Information Covenants............................................ 36
      7.02  Books, Records and Inspections................................... 38
      7.03  Insurance........................................................ 38
      7.04  Payment of Taxes................................................. 38
      7.05  Consolidated Corporate Franchises................................ 38
      7.06  Compliance with Statutes, etc.................................... 38
      7.07  ERISA............................................................ 39
      7.08  Good Repair...................................................... 39
      7.09  End of Fiscal Years; Fiscal Quarters............................. 39
      7.10  Commercial Paper and Competitive Bid Loan Outstandings........... 40


                                      (ii)
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                                                                            Page
                                                                            ----

SECTION 8.  Negative Covenants............................................... 40

      8.01  Changes in Business.............................................. 40
      8.02  Consolidation, Merger, Sale of Assets, etc....................... 40
      8.03  Liens............................................................ 41
      8.04  Indebtedness..................................................... 42
      8.05  Limitation on Restricted Payments................................ 43
      8.06  Transactions with Affiliates..................................... 44
      8.07  Consolidated Net Worth........................................... 45
      8.08  Leverage Ratio................................................... 45
      8.09  Cash Interest Coverage Ratio..................................... 45

SECTION 9.   Events of Default............................................... 45

      9.01  Payments......................................................... 45
      9.02  Representations, etc............................................. 45
      9.03  Covenants........................................................ 45
      9.04  Default Under Other Agreements................................... 45
      9.05  Bankruptcy, etc.................................................. 46
      9.06  ERISA............................................................ 47
      9.07  Judgments........................................................ 47
      9.08  Guaranty......................................................... 47

SECTION 10.  Definitions..................................................... 49

SECTION 11.  The Senior Managing Agents...................................... 70

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

SECTION 12.  Miscellaneous................................................... 74

      12.01  Payment of Expenses, etc........................................ 74
      12.02  Right of Setoff................................................. 74
      12.03  Notices......................................................... 75
      12.04  Benefit of Agreement............................................ 75
      12.05  No Waiver; Remedies Cumulative.................................. 78
      12.06  Payments Pro Rata............................................... 78


                                      (iii)
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                                                                            Page
                                                                            ----

      12.07  Calculations; Computations...................................... 79
      12.08  Governing Law; Submission to Jurisdiction; Venue................ 80
      12.09  Counterparts.................................................... 80
      12.10  Effectiveness................................................... 81
      12.11  Headings Descriptive............................................ 81
      12.12  Amendment or Waiver............................................. 81
      12.13  Survival........................................................ 81
      12.14  Domicile of Loans............................................... 82
      12.15  Confidentiality................................................. 82
      12.16  Waiver of Jury Trial............................................ 82

SECTION 13.  Guaranty........................................................ 82

      13.01  The Guaranty.................................................... 82
      13.02  Bankruptcy...................................................... 83
      13.03  Nature of Liability............................................. 83
      13.04  Independent Obligation.......................................... 83
      13.05  Authorization................................................... 84
      13.06  Reliance........................................................ 84
      13.07  Subordination................................................... 84
      13.08  Waiver.......................................................... 84
      13.09  Limitation on Enforcement....................................... 85

ANNEX I      --   List of Banks and Commitments
ANNEX II     --   Bank Addresses
ANNEX III    --   Schedule of Material Subsidiaries
ANNEX IV     --   Certain Litigation
ANNEX V      --   Specified Permitted Existing Debt

EXHIBIT A    --   Form of Note
EXHIBIT B    --   Form of Letter of Credit Request 
EXHIBIT C-1  --   Form of Opinion of General Counsel of the Borrower
EXHIBIT C-2  --   Form of Opinion of White & Case, Special Counsel to the Banks
EXHIBIT D-1  --   Form of Notice of Assignment
EXHIBIT D-2  --   Form of Assignment Agreement 
EXHIBIT D-3  --   Form of Agreement of Commitment Increase 
EXHIBIT E    --   Form of Confidentiality Agreement


                                      (iv)
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            CREDIT AGREEMENT, dated as of October 31, 1996, among NABISCO
HOLDINGS CORP., a Delaware corporation ("Holdings"), NABISCO, INC., a New Jersey
corporation (the "Borrower"), and the lending institutions listed from time to
time on Annex I hereto (each a "Bank" and, collectively, the "Banks"). Unless
otherwise defined herein, all capitalized terms used herein and defined in
Section 10 are used herein as so defined.

                         W I T N E S S E T H :

            WHEREAS, subject to and upon the terms and conditions herein set
forth, the Banks are willing to make available the credit facility provided for
herein.

            NOW, THEREFORE, IT IS AGREED:

            SECTION 1. Amount and Terms of Credit.

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

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

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

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

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


                                       -1-
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            (B) Subject to and upon the terms and conditions herein set forth,
each Swingline Lender severally agrees, at any time and from time to time on and
after the Effective Date and prior to the Swingline Maturity Date, to make a
loan or loans (each a "Swingline Loan" and, collectively, the "Swingline Loans")
to the Borrower, which Swingline Loans:

            (i) shall be Reference Rate Loans;

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

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

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

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

On (x) the Swingline Maturity Date, all Swingline Loans shall be repaid in full
and (y) the last Business Day of each calendar quarter, all Swingline Loans
shall be repaid in full and may not be reborrowed until the next succeeding
Business Day, provided that repayment of the Swingline Loans pursuant to this
clause (y) shall not be required to the extent that the aggregate outstanding
principal amount of Swingline Loans to be repaid is less than $25,000,000. No
Swingline Lender will make a Swingline Loan after it has received written notice
from the Required Banks that one or more of the applicable conditions to Credit
Events specified in Section 5.02 are not then satisfied.

            (C) On any Business Day, a Swingline Lender (the "Notifying SL
Lender") may, in its sole discretion, give notice to the Payments Administrator
that all then outstanding Swingline Loans shall be funded with a Borrowing of
Revolving Loans (provided that such notice shall be deemed to have been
automatically given by each Swingline Lender and each Swingline Lender shall
constitute a Notifying SL Lender upon the occurrence of an Event of Default
under Section 9.05), in which case a Borrowing of Revolving Loans constituting
Reference Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be
made on the immediately succeeding Business Day by all Banks pro rata based on
each Bank's Adjusted Percentage, and the proceeds thereof shall be applied
directly to repay all Swingline Lenders for their outstanding Swingline Loans.
Each Bank hereby irrevocably agrees to make Reference Rate Loans upon one
Business Day's notice


                                       -2-
<PAGE>

pursuant to each Mandatory Borrowing in the amount and in the manner specified
in the preceding sentence and on the date specified in writing by the Notifying
SL Lender notwithstanding:

            (i) that the amount of the Mandatory Borrowing may not comply with
      the Minimum Borrowing Amount otherwise required hereunder;

            (ii) whether any conditions specified in Section 5.02 are then
      satisfied;

            (iii) whether a Default or an Event of Default has occurred and is
      continuing;

            (iv) the date of such Mandatory Borrowing; and

            (v) any reduction in the Total Commitment after any such Swingline
      Loans were made.

In the event that any Mandatory Borrowing cannot for any reason be made on the
date otherwise required above (including, without limitation, as a result of the
commencement of a proceeding under the Bankruptcy Code in respect of the
Borrower), each Bank (other than each Swingline Lender with respect to its
Swingline Loans) hereby agrees that it shall forthwith purchase from each
Swingline Lender (without recourse or warranty) such assignment of its
outstanding Swingline Loans as shall be necessary to cause the Banks to share in
such Swingline Loans ratably based upon their respective Adjusted Percentages,
provided that all interest payable on such Swingline Loans shall be for the
account of the Swingline Lenders until the date the respective assignment is
purchased and, to the extent attributable to the purchased assignment, shall be
payable to the Bank purchasing same from and after such date of purchase.

            (D) Subject to and upon the terms and conditions herein set forth,
each Bank severally agrees that the Borrower may incur a loan or loans (each a
"Competitive Bid Loan" and, collectively, the "Competitive Bid Loans") pursuant
to a Competitive Bid Borrowing from time to time on and after the Effective Date
and prior to the date which is the third Business Day preceding the date which
is 14 days prior to the Final Maturity Date, provided, that after giving effect
to any Competitive Bid Borrowing and the use of the proceeds thereof, the
aggregate outstanding principal amount of Competitive Bid Loans when combined
with the aggregate outstanding principal amount of all Revolving Loans and
Swingline Loans then outstanding, the aggregate Commercial Paper Outstandings
and the aggregate Letter of Credit Outstandings at such time shall not exceed
the Total Commitment at such time. Within the foregoing limits and subject to
the conditions set out in Section 1.04, Competitive Bid Loans may be repaid and
reborrowed in accordance with the provisions hereof.


                                      -3-
<PAGE>

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

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

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

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

            (d) Without in any way limiting the obligation of the Borrower to
confirm in writing any notice it may give hereunder by telephone, the Payments
Administrator may


                                      -4-
<PAGE>

act prior to receipt of written confirmation without liability upon the basis of
such telephonic notice, believed by the Payments Administrator in good faith to
be from the Chairman, Chief Financial Officer or Treasurer of the Borrower, or
from any other person designated in writing to the Payments Administrator by the
Chief Financial Officer or Treasurer of the Borrower as a person entitled to
give telephonic notices under this Agreement on behalf of the Borrower. In each
such case the Borrower hereby waives the right to dispute the Payments
Administrator's record of the terms of any such telephonic notice.

            1.04 Competitive Bid Borrowings. (a) Whenever the Borrower desires
to incur a Competitive Bid Borrowing, it shall deliver to the Payments
Administrator at the Payments Administrator's Office, prior to 11:00 A.M. (New
York time) (x) at least four Business Days prior to the date of such proposed
Competitive Bid Borrowing in the case of a Spread Borrowing, and (y) at least
one Business Day prior to the date of such proposed Competitive Bid Borrowing,
in the case of an Absolute Rate Borrowing, a written notice (a "Notice of
Competitive Bid Borrowing"), which notice shall specify in each case (i) the
date (which shall be a Business Day) and the aggregate amount of the proposed
Competitive Bid Borrowing, (ii) the maturity date for repayment of each and
every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing
(which maturity date may be (A) one, two, three or six months after the date of
such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) between
7 and 180 days, inclusive, after the date of such Competitive Bid Borrowing in
the case of an Absolute Rate Borrowing, provided that in no event shall the
maturity date of any Competitive Bid Borrowing be later than the third Business
Day preceding the Final Maturity Date), (iii) the interest payment date or dates
relating thereto, (iv) whether the proposed Competitive Bid Borrowing is to be
an Absolute Rate Borrowing or a Spread Borrowing, and if a Spread Borrowing, the
Interest Rate Basis, and (v) any other terms to be applicable to such
Competitive Bid Borrowing. The Payments Administrator shall promptly notify each
Bidder Bank of each such request for a Competitive Bid Borrowing received by it
from the Borrower by telecopying to each such Bidder Bank a copy of the related
Notice of Competitive Bid Borrowing.

            (b) Each Bidder Bank shall, if, in its sole discretion, it elects to
do so, irrevocably offer to make one or more Competitive Bid Loans to the
Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates
of interest (which shall be a specified Spread over or under the Interest Rate
Basis in the case of a Spread Borrowing or an Absolute Rate in the case of an
Absolute Rate Borrowing) specified by such Bank in its sole discretion and
determined by such Bank independently of each other Bank, by notifying the
Payments Administrator (which shall give prompt notice thereof to the Borrower)
before 10:00 A.M. (New York time) on the date (the "Reply Date") which is (x) in
the case of an Absolute Rate Borrowing, the date of such proposed Competitive
Bid Borrowing and (y) in the case of a Spread Borrowing, three Business Days
before the date of such proposed Competitive Bid Borrowing, of the minimum
amount and maximum


                                      -5-
<PAGE>

amount of each Competitive Bid Loan which such Bank would be willing to make as
part of such proposed Competitive Bid Borrowing (which amounts may, subject to
the proviso to Section 1.01(D), exceed such Bank's Commitment), the rate or
rates of interest therefor and such Bank's lending office with respect to such
Competitive Bid Loan, provided that if the Payments Administrator in its
capacity as a Bank shall, in its sole discretion, elect to make any such offer,
it shall notify the Borrower of such offer before 9:30 A.M. (New York time) on
the Reply Date. Any Bidder Bank not giving the Payments Administrator the notice
specified in the preceding sentence shall not be obligated to, and shall not,
make any Competitive Bid Loan as part of such Competitive Bid Borrowing.

            (c) The Borrower shall, in turn, before 11:00 A.M. (New York time)
(x) on the Reply Date in the case of a proposed Absolute Rate Borrowing and (y)
on the Business Day following the Reply Date in the case of a proposed Spread
Borrowing, either:

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

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


                                      -6-
<PAGE>

            (d) If the Borrower notifies the Payments Administrator that such
Competitive Bid Borrowing is cancelled, the Payments Administrator shall give
prompt notice thereof to the Bidder Banks and such Competitive Bid Borrowing
shall not be made.

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

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

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

            (b) Each Bank shall make available all amounts it is to fund under
any Borrowing in U.S. dollars and immediately available funds to the Payments
Administrator at the Payments Administrator's Office and the Payments
Administrator will (except in the case of Mandatory Borrowings) make available
to the Borrower by depositing to its account at the Payments Administrator's
Office the aggregate of the amounts so made available in U.S. dollars and the
type of funds received. Unless the Payments Administrator shall have been
notified by any Bank prior to the date of any such Borrowing that such Bank does
not intend to make available to the Payments Administrator its portion of the
Borrowing or Borrowings to be made on such date, the Payments Administrator may
assume that such Bank has made such amount available to the Payments
Administrator on such date of Borrowing, and the Payments Administrator, in
reliance upon such assumption, may (in its sole discretion and without any
obligation to do so) make available to the Borrower a corresponding amount. If
such corresponding amount is not in fact made available to the Payments
Administrator by such Bank and the Payments Administrator has made available
same to the Borrower, the Payments Administrator shall be entitled to recover
such corresponding amount from such Bank. If such Bank does not pay such
corresponding amount forthwith upon the Payments Administrator's demand
therefor, the Payments Administrator shall promptly notify the Borrower, and the
Borrower shall immediately pay such corresponding amount to the Payments
Administrator. The Payments Administrator shall also be entitled to recover from
such Bank or the Borrower, as the case may be, interest on such corresponding
amount in respect of each day from the date such


                                      -7-
<PAGE>

corresponding amount was made available by the Payments Administrator to the
Borrower to the date such corresponding amount is recovered by the Payments
Administrator, at a rate per annum equal to (x) if paid by such Bank, the
overnight Federal Funds Rate or (y) if paid by the Borrower, the then applicable
rate of interest, calculated in accordance with Section 1.09, for the respective
Loans.

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

            1.06 Notes; Register. (a) The Borrower's obligation to pay the
principal of, and interest on, the Revolving Loans made by each Bank shall,
except as provided in Sections 1.14 and 12.04, be evidenced by a promissory note
duly executed and delivered by the Borrower substantially in the form of Exhibit
A with blanks appropriately completed in conformity herewith (each a "Note" and,
collectively, the "Notes").

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

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

            (d) The Payments Administrator shall maintain at the Payments
Administrator's Office a register for the recordation of the names and addresses
of the Banks, the Commitments of the Banks from time to time, and the principal
amount of the Revolving Loans, Swingline Loans and Competitive Bid Loans, owing
to each Bank from time to time (the "Register"). The entries in the Register
shall be conclusive and binding for all purposes, absent manifest error. The
Register shall be available for inspection by the Borrower or any Bank at any
reasonable time and from time to time upon reasonable prior notice.

            1.07 Conversions. The Borrower shall have the option to convert on
any Business Day all or a portion equal to at least the Minimum Borrowing Amount
of the outstanding principal amount of Revolving Loans of one Type into a
Borrowing or Borrowings of another Type, provided that: (i) no partial
conversion of Eurodollar Loans


                                      -8-
<PAGE>

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

            1.08 Pro Rata Borrowings. All Borrowings of Revolving Loans under
this Agreement shall be loaned by the Banks pro rata on the basis of their
Percentages, provided that all Borrowings of Revolving Loans made pursuant to a
Mandatory Borrowing shall be loaned by the Banks pro rata on the basis of their
Adjusted Percentages. All Borrowings of Swingline Loans shall be loaned by the
Swingline Lenders pro rata on the basis of their Swingline Commitments. It is
understood that no Bank shall be responsible for any default by any other Bank
in its obligation to make Loans hereunder and that each Bank shall be obligated
to make the Loans provided to be made by it hereunder, regardless of the failure
of any other Bank to fulfill its commitments hereunder.

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

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

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


                                      -9-
<PAGE>

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

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

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

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

            1.10 Interest Periods. At the time the Borrower gives a Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, a Borrowing of Eurodollar Loans (in the case of the initial Interest
Period applicable thereto) or prior to 11:00 A.M. (New York time) on the third
Business Day prior to the expiration of an Interest Period applicable to a
Borrowing of Eurodollar Loans, it shall have the right to elect the Interest
Period applicable to such Borrowing by giving the Payments Administrator written
notice (or telephonic notice promptly confirmed in writing) thereof, which
Interest Period shall, at the option of the Borrower, be a one, two, three or
six month period. Notwithstanding anything to the contrary contained above:

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


                                      -10-
<PAGE>

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

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

            (iv) no Interest Period in respect of Eurodollar Loans shall extend
      beyond the Final Maturity Date.

Notwithstanding the foregoing, if an Event of Default is in existence at the
time any Interest Period in respect of any Eurodollar Loans is to expire, such
Eurodollar Loans may not be continued as Eurodollar Loans but instead shall be
automatically converted on the last day of such Interest Period into Reference
Rate Loans. If upon the expiration of any Interest Period in respect of
Eurodollar Loans, the Borrower has failed to elect a new Interest Period to be
applicable thereto as provided above, the Borrower shall be deemed to have
elected to convert such Borrowing into a Borrowing of Reference Rate Loans
effective as of the expiration date of such current Interest Period.

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

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

            (ii) at any time, that such Bank shall incur increased costs or
      reductions in the amounts received or receivable hereunder with respect to
      any Eurodollar Loans or Competitive Bid Loans because of (x) any change
      since the date of this Agreement (or, in the case of any such cost or
      reduction with respect to any Competitive Bid Loan, since the date of the
      making of such Competitive Bid Loan)


                                      -11-
<PAGE>

      in any applicable law, governmental rule, regulation, guideline or order
      (or in the interpretation or administration thereof and including the
      introduction of any new law or governmental rule, regulation, guideline or
      order) (such as, for example, but not limited to, a change in official
      reserve requirements, but, in all events, excluding reserves required
      under Regulation D to the extent included in the computation of the
      Eurodollar Rate) and/or (y) other circumstances affecting the interbank
      Eurodollar market; or

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

then, and in any such event, such Bank (or the Majority SMA, in the case of
clause (i) above) shall on such date give notice (if by telephone confirmed in
writing) to the Borrower and to the Payments Administrator of such determination
(which notice the Payments Administrator shall promptly transmit to each of the
other Banks). Thereafter (x) in the case of clause (i) above, Eurodollar Loans
shall no longer be available until such time as the Payments Administrator
notifies the Borrower and the Banks that the circumstances giving rise to such
notice by the Majority SMA no longer exist, and any Notice of Borrowing or
Notice of Conversion given by the Borrower with respect to Eurodollar Loans
which have not yet been incurred shall be deemed rescinded by the Borrower, (y)
in the case of clause (ii) above, the Borrower shall pay to such Bank, upon
written demand therefor, such additional amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such
Bank in its sole discretion shall determine) as shall be required to compensate
such Bank for such increased costs or reductions in amounts receivable hereunder
(a written notice as to the additional amounts owed to such Bank, showing in
reasonable detail the basis for the calculation thereof, submitted to the
Borrower by such Bank shall, absent manifest error, be final and conclusive and
binding upon all parties hereto) and (z) in the case of clause (iii) above, the
Borrower shall take one of the actions specified in Section 1.11(b) as promptly
as possible and, in any event, within the time period required by law.

            (b) At any time that any Eurodollar Loan or Competitive Bid Loan is
affected by the circumstances described in Section 1.11(a)(ii) (for Eurodollar
Loans only) or (iii), the Borrower may (and in the case of a Eurodollar Loan or
Competitive Bid Loan affected pursuant to Section 1.11(a)(iii) shall) either (x)
if the affected Eurodollar Loan or Competitive Bid Loan is then being made
pursuant to a Borrowing, cancel said Borrowing


                                      -12-
<PAGE>

by giving the Payments Administrator telephonic notice (confirmed promptly in
writing) thereof as promptly as practicable after the Borrower was notified by a
Bank pursuant to Section 1.11(a)(ii) or (iii), (y) if the affected Eurodollar
Loan is then outstanding, upon at least three Business Days' notice to the
Payments Administrator, require the affected Bank to convert each such
Eurodollar Loan into a Reference Rate Loan or (z) if the affected Competitive
Bid Loan is then outstanding, prepay such Competitive Bid Loan in full, provided
that if more than one Bank is affected in a similar manner at any time, then all
such similarly affected Banks must be treated the same pursuant to this Section
1.11(b).

            (c) If after the date hereof, the adoption of any applicable law,
rule or regulation regarding capital adequacy, or any change therein, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by a Bank or its parent with any request
or directive made or adopted after the date hereof regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on such Bank's or its parents' capital or assets as a consequence of such Bank's
commitments or obligations hereunder to a level below that which such Bank or
its parent could have achieved but for such adoption, effectiveness, change or
compliance (taking into consideration such Bank's or its parent's policies with
respect to capital adequacy), then from time to time, within 15 days after
demand by such Bank (with a copy to the Payments Administrator), the Borrower
shall pay to such Bank such additional amount or amounts as will compensate such
Bank or its parent for such reduction. Each Bank, upon determining in good faith
that any additional amounts will be payable pursuant to this Section 1.11(c),
will give prompt written notice thereof to the Borrower, which notice shall set
forth in reasonable detail the basis of the calculation of such additional
amounts, although the failure to give any such notice shall not, subject to
Section 1.15, release or diminish any of the Borrower's obligations to pay
additional amounts pursuant to this Section 1.11(c) upon receipt of such notice.

            1.12 Compensation. The Borrower shall compensate each Bank, upon its
written request (which request shall set forth in reasonable detail the basis
for requesting such compensation), for all reasonable losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Bank to fund its Eurodollar Loans or Competitive Bid Loans but
excluding any loss of anticipated profit with respect to such Loans) which such
Bank may sustain: (i) if for any reason (other than a default by such Bank or
the Payments Administrator) a Borrowing of Eurodollar Loans or Competitive Bid
Loans accepted by the Borrower in accordance with Section 1.04(c)(ii) does not
occur on a date specified therefor in a Notice of Borrowing, Notice of
Competitive Bid Borrowing or Notice of Conversion (whether or not withdrawn by
the Borrower or deemed withdrawn pursuant to Section 1.11); (ii) if any
repayment or conversion of any of its Eurodollar


                                      -13-
<PAGE>

Loans or any repayment of Competitive Bid Loans occurs on a date which is not
the last day of an Interest Period applicable thereto; (iii) if any prepayment
of any of its Eurodollar Loans is not made on any date specified in a notice of
prepayment given by the Borrower; or (iv) as a consequence of (x) any other
default by the Borrower to repay its Eurodollar Loans or Competitive Bid Loans
when required by the terms of this Agreement or (y) an election made pursuant to
Section 1.11(b). Calculation of all amounts payable to a Bank under this Section
1.12 in respect of Eurodollar Loans shall be made as though that Bank had
actually funded its relevant Eurodollar Loan through the purchase of a
Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to
the amount of that Loan, having a maturity comparable to the relevant Interest
Period and through the transfer of such Eurodollar deposit from an offshore
office of that Bank to a domestic office of that Bank in the United States of
America; provided however that each Bank may fund each of its Eurodollar Loans
in any manner it sees fit and the foregoing assumption shall be utilized only
for the calculation of amounts payable under this Section 1.12.

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

            1.14 Replacement of Banks. If (w) any Bank becomes a Non-Continuing
Bank, (x) any Bank becomes a Defaulting Bank or otherwise defaults in its
obligations to make Loans or fund Unpaid Drawings, (y) any Bank refuses to give
timely consent to proposed changes, waivers, discharges or terminations with
respect to this Agreement which have been approved by the Required Banks or (z)
any Bank is owed increased costs under Section 1.11, Section 2.05 or Section
4.04 which in the judgment of the Borrower are material in amount and which are
not otherwise requested generally by the other Banks, the Borrower shall have
the right, if no Event of Default then exists and, in the case of a Bank
described in clause (z) above, such Bank has not withdrawn its request for such
compensation or changed its applicable lending office with the effect of
eliminating or substantially decreasing (to a level which in the judgment of the
Borrower is not material) such increased cost, to replace such Bank (the
"Replaced Bank") with one or more other Eligible Transferee or Transferees
(collectively, the "Replacement Bank") reasonably acceptable to the Majority
SMA, provided that (i) at the time of any replacement pursuant to this Section
1.14, the Replacement Bank shall enter into one or more Assignment Agreements
pursuant to which the Replacement Bank shall acquire all of the Commitment and
outstanding Loans of, and participations in Letters of Credit by, the Replaced
Bank


                                      -14-
<PAGE>

and, in connection therewith, shall pay to (x) the Replaced Bank in respect
thereof an amount equal to the sum of (a) an amount equal to the principal of,
and all accrued interest on, all outstanding Loans of the Replaced Bank, (b) an
amount equal to such Replaced Bank's Adjusted Percentage of all Unpaid Drawings
that have been funded by such Replaced Bank, together with all then unpaid
interest with respect thereto at such time and (c) an amount equal to all
accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to
Section 3.01 and (y) the appropriate Letter of Credit Issuer an amount equal to
such Replaced Bank's Adjusted Percentage of any Unpaid Drawing not funded by
such Replaced Bank, (ii) all obligations of the Borrower owing to the Replaced
Bank (other than those specifically described in clause (i) above in respect of
which the assignment purchase price has been, or is concurrently being, paid)
shall be paid in full to such Replaced Bank concurrently with such replacement,
(iii) the Maturity Date applicable to the Replacement Bank's Commitment shall be
the Final Maturity Date then in effect and (iv) in the event that such Replaced
Bank is a party to the 364 DF Credit Agreement, the Borrower shall also take the
actions specified in Section 1.14 of the 364 DF Credit Agreement and replace
such Bank as a Bank thereunder. Upon the execution of the respective assignment
documentation, the payment of amounts referred to in clauses (i) and (ii) above
and, if so requested by the Replacement Bank, delivery to the Replacement Bank
of the appropriate Note executed by the Borrower, the Replacement Bank shall
become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank
hereunder, except with respect to indemnification provisions under this
Agreement, which shall survive as to such Replaced Bank.

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

            1.16 Commitment Increases. (a) The Banks hereby acknowledge and
agree that the Borrower may at any time prior to the Final Maturity Date, but no
more than once during any calendar quarter, increase the Total Commitment under
this Agreement, in incremental amounts of $10,000,000, by an aggregate amount
not in excess of $500,000,000 for all such increases by either requesting a Bank
or Banks to increase its Commitment or Commitments (provided that no Bank shall
be required to agree to any such increase) or by requesting a financial
institution that is an Eligible Transferee to become a party to this Agreement
(such institution, a "New Bank"), provided that (i) no Event of Default has
occurred and is continuing at the time of any such increase, (ii) the Credit
Rating shall be either an Increased Investment Grade Rating or a Maximum
Investment Grade Rating at the time of any such increase, (iii) the Borrower
shall deliver a notice of


                                      -15-
<PAGE>

such increase to the Payments Administrator describing (x) the amount of such
increase and the Total Commitment after giving effect to such increase and (y)
the Bank(s) or New Bank(s) agreeing to such increase and the amount of each such
entity's Commitment after giving effect to such increase, and (iv) the Borrower
and each such Bank or New Bank shall deliver an Agreement of Commitment Increase
to the Payments Administrator. Any such Total Commitment increase will become
effective upon (A) in the case of New Banks only, the payment to the Payments
Administrator of a nonrefundable fee of $2,500 and (B) in all cases, the
recording by the Payments Administrator of such addition to the Total Commitment
in the Register, the Payments Administrator hereby agreeing to effect such
recordation no later than three Business Days after its receipt of an Agreement
of Commitment Increase. Upon the effectiveness of any additional Commitment
pursuant to this Section 1.16, (x) the New Bank, if any, will become a "Bank"
for all purposes of this Agreement and the other Credit Documents with a
Commitment as so recorded by the Payments Administrator in the Register and (y)
the Borrower shall issue to the respective Bank or New Bank a new Note. The
Payments Administrator will prepare on the last Business Day of each calendar
quarter during which an increase has become effective pursuant to this Section
1.16 a new Annex I hereto giving effect to all such increases effected during
such quarter and will promptly provide same to the Borrower and each of the
Banks.

            (b) If the Total Commitment is increased pursuant to Section 1.16(a)
at a time when Loans are outstanding, then the Borrower shall take all such
actions as appropriate to repay and reborrow Loans (but without any obligation
to repay Eurodollar Loans other than on the last day of an Interest Period
applicable thereto and without regard to the provisions of the first sentence of
Section 1.08), so that, as soon as practicable, the outstanding principal amount
of the Loans of each Non-Defaulting Bank equals such Bank's Percentage of the
aggregate outstanding principal amount of all Loans of all Non-Defaulting Banks.

            1.17 Maturity Date Extensions. Prior to (but not less than 60 days
nor more than 90 days prior to) each anniversary of the Effective Date, the
Borrower may make a written request to the Payments Administrator, who shall
forward a copy of each such request to each of the Continuing Banks, that the
Final Maturity Date then in effect be extended to the date which is one year
after the then Final Maturity Date. Such request shall be accompanied by a
certificate of an Authorized Officer of the Borrower stating that, as of the
date of such request and as of the date of any such extension of the then Final
Maturity Date, no Default or Event of Default has occurred and is continuing.
If, by the date (a "Response Date") occurring 30 days prior to any such
anniversary of the Effective Date, Continuing Banks holding at least 66-2/3% of
the Commitments held by Continuing Banks agree thereto in writing, the Final
Maturity Date, and the Maturity Date of each Continuing Bank then consenting,
shall be automatically extended to the date which is one year after the then
existing Final Maturity Date. In the event that the Borrower has not


                                      -16-
<PAGE>

obtained the requisite percentage of Continuing Banks to permit an extension by
the relevant Response Date, the Borrower may extend the deadline for obtaining
such percentage to the 30th day following such Response Date in order to take
such actions, including those contemplated by Section 1.14, with respect to any
Bank that is a Non-Continuing Bank after giving effect to such Response Date in
order to obtain the requisite percentage of Banks constituting Continuing Banks
to permit such extension. The Payments Administrator shall notify the Borrower
and each Bank of the effectiveness of any such extension. No Bank shall be
obligated to grant any extensions pursuant to this Section 1.17 and any such
extension shall be in the sole discretion of each such Bank. A Bank's Maturity
Date shall not be so extended pursuant to this Section 1.17 for (x) any Bank
that is a Non-Continuing Bank at the time such request for extension is made and
(y) any Continuing Bank at the time of such request that has not consented in
writing, within the time specified above, to any such request for the extension
thereof.

            SECTION 2. Letters of Credit.

            2.01 Letters of Credit. (a) Subject to and upon the terms and
conditions herein set forth, the Borrower, at any time and from time to time on
or after the Effective Date and prior to the Final Maturity Date, may request
that a Letter of Credit Issuer issue, for the account of the Borrower and in
support of any Permitted Obligations or in support of such other obligations of
the Borrower and/or its Subsidiaries as are acceptable to the Majority SMA, on
an offering and as available basis, an irrevocable standby letter of credit or
letters of credit in such form as may be approved by such Letter of Credit
Issuer and the Majority SMA.

            (b) Notwithstanding the foregoing: (i) no Letter of Credit shall be
issued the Stated Amount of which, when added to the Letter of Credit
Outstandings at such time would exceed either (x) $300,000,000 or (y) when added
to the sum of the aggregate principal amount of all Revolving Loans made by
Non-Defaulting Banks, all Competitive Bid Loans, all Swingline Loans then
outstanding and the Commercial Paper Outstandings at such time, the Adjusted
Total Commitment; (ii) each Letter of Credit shall have an expiry date occurring
no later than the Business Day next preceding the Final Maturity Date; (iii)
each Letter of Credit shall be denominated in U.S. dollars or an Approved
Alternate Currency; and (iv) no Letter of Credit shall be issued by a Letter of
Credit Issuer after it has received a notice in writing from the Required Banks
that one or more of the applicable conditions specified in Section 5.02 are not
then satisfied.

            2.02 Letter of Credit Requests. Whenever the Borrower desires that a
Letter of Credit be issued for its account, it shall give the Payments
Administrator and the Letter of Credit Issuer or Letter of Credit Issuers that
are to issue same at least five Business Days' (or such lesser number of days as
may be agreed to by the relevant Letter of Credit Issuer) written notice
thereof. Each notice shall be executed by the Borrower and


                                      -17-
<PAGE>

shall be in the form of Exhibit B attached hereto (each a "Letter of Credit
Request"). The Payments Administrator shall promptly transmit copies of each
Letter of Credit Request to each Bank.

            2.03 Letter of Credit Participations. (a) Immediately upon the
issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of
Credit Issuer shall be deemed to have sold and transferred to each other Bank
(each such other Bank, in its capacity under this Section 2.03, a
"Participant"), and each such Participant shall be deemed irrevocably and
unconditionally to have purchased and received from such Letter of Credit
Issuer, without recourse or warranty, an undivided interest and participation
(each a "participation"), to the extent of such Participant's Adjusted
Percentage, in such Letter of Credit, each substitute letter of credit, each
drawing made thereunder and the obligations of the Borrower under this Agreement
with respect thereto, and any security therefor or guaranty pertaining thereto
(although Letter of Credit Fees will be paid directly to the Payments
Administrator for the ratable account of the Participants as provided in Section
3.01(c) and the Participants shall have no right to receive any portion of any
Facing Fees). Upon any change in the Commitments of the Banks pursuant to
Section 1.14, 1.16 or 12.04, the termination of a Commitment of a Non-Continuing
Bank or the occurrence of any Bank Default, it is hereby agreed that, with
respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be
an automatic adjustment to the participations pursuant to this Section 2.03 to
reflect the new Adjusted Percentages of the assignor and assignee Bank or of all
Non-Defaulting Banks, as the case may be.

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

            (c) In the event that any Letter of Credit Issuer makes any payment
under any Letter of Credit issued by it and the Borrower shall not have
reimbursed such amount in full to such Letter of Credit Issuer pursuant to
Section 2.04(a), such Letter of Credit Issuer shall promptly notify the Payments
Administrator and each Participant of such failure, and each Participant shall
promptly and unconditionally pay to the Payments Administrator for the account
of such Letter of Credit Issuer, the amount of such Participant's Adjusted
Percentage of such unreimbursed payment in lawful money of the United States of
America and in same day funds; provided, however that no Participant shall be
obligated to pay to the Payments Administrator for the account of such Letter of
Credit Issuer its Adjusted Percentage of such unreimbursed amount for any
wrongful payment


                                      -18-
<PAGE>

made by such Letter of Credit Issuer under a Letter of Credit as a result of
acts or omissions constituting willful misconduct or gross negligence on the
part of such Letter of Credit Issuer. If such Letter of Credit Issuer so
notifies, prior to 11:00 A.M. (New York time) on any Business Day, any
Participant required to fund a payment under a Letter of Credit, such
Participant shall make available to the Payments Administrator for the account
of such Letter of Credit Issuer such Participant's Adjusted Percentage of the
amount of such payment on such Business Day in same day funds. If and to the
extent such Participant shall not have so made its Adjusted Percentage of the
amount of such payment available to the Payments Administrator for the account
of such Letter of Credit Issuer, such Participant agrees to pay to the Payments
Administrator for the account of such Letter of Credit Issuer, forthwith on
demand such amount, together with interest thereon for each day from such date
until the date such amount is paid to the Payments Administrator for the account
of such Letter of Credit Issuer at the overnight Federal Funds Rate. The failure
of any Participant to make available to the Payments Administrator for the
account of the applicable Letter of Credit Issuer its Adjusted Percentage of any
payment under any Letter of Credit shall not relieve any other Participant of
its obligation hereunder to make available to the Payments Administrator for the
account of such Letter of Credit Issuer its Adjusted Percentage of any payment
under any Letter of Credit on the date required, as specified above, but no
Participant shall be responsible for the failure of any other Participant to
make available to the Payments Administrator such other Participant's Adjusted
Percentage of any such payment.

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

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


                                      -19-
<PAGE>

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

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

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

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

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

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

            2.04 Agreement to Repay Letter of Credit Drawings. (a) The Borrower
hereby agrees to reimburse each Letter of Credit Issuer, by making payment to
the Payments Administrator in U.S. dollars and immediately available funds at
the Payments Administrator's Office, for any payment or disbursement made by
such Letter of Credit Issuer under any Letter of Credit issued by it (each such
amount so paid until reimbursed, an "Unpaid Drawing") immediately after, and in
any event on the date of, notice given by such Letter of Credit Issuer to the
Borrower of such payment (which notice each Letter of Credit Issuer hereby
agrees to give promptly after the making of any payment or disbursement under a
Letter of Credit), with interest on the amount so paid or disbursed by such
Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New
York time) on the date of such payment or disbursement, from and including the
date paid or disbursed to but excluding the date such Letter of Credit Issuer is
reimbursed therefor, at a rate per annum which shall be the Reference Rate as in
effect from time to time (plus an additional 2% per annum if not reimbursed by
the second Business Day following any such notice of payment or disbursement),
such interest to be payable on demand. Notwithstanding the


                                      -20-
<PAGE>

foregoing, to the extent that a Letter of Credit Issuer of a Letter of Credit
denominated in a currency other than U.S. dollars has agreed in writing to such
arrangement at the time of the issuance of such Letter of Credit, the Borrower
shall reimburse any Drawing thereunder in the currency in which such Letter of
Credit is denominated, provided that (x) if any such Drawing is made at a time
when there exists an Event of Default or (y) if such reimbursement is not made
by the close of business two Business Days after the Borrower has received
notice of such Drawing, then, in either such case, such reimbursement shall
instead be made in U.S. dollars and in immediately available funds.

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

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


                                      -21-
<PAGE>

such increased cost or reduction. A certificate submitted to the Borrower by
such Letter of Credit Issuer or such Participant, as the case may be (a copy of
which certificate shall be sent by such Letter of Credit Issuer or such
Participant to each Senior Managing Agent), setting forth in reasonable detail
the basis for the determination of such additional amount or amounts necessary
to compensate such Letter of Credit Issuer or such Participant as aforesaid
shall be conclusive and binding on the Borrower absent manifest error although
the failure to deliver any such certificate shall not, subject to Section 1.15,
release or diminish any of the Borrower's obligations to pay additional amounts
pursuant to this Section 2.05 upon receipt of such certificate.

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

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


                                      -22-
<PAGE>

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

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

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

            SECTION 3. Fees; Commitments.

            3.01 Fees. (a) The Borrower agrees to pay the Payments Administrator
a facility fee (the "Facility Fee") for the account of each Non-Defaulting Bank
for the period from and including the Effective Date to but not including the
Final Maturity Date or, if earlier, the date upon which the Total Commitment has
been terminated, computed for each day at a rate equal to the Applicable
Facility Fee Percentage for such day multiplied by the Commitment of such Bank
on such day. Such Facility Fee shall be due


                                      -23-
<PAGE>

and payable quarterly in arrears on the 15th day of each January, April, July
and October and on the date upon which the Total Commitment is terminated.

            (b) The Borrower agrees to pay to the Payments Administrator a
utilization fee (the "Utilization Fee") for the account of the Banks pro rata on
the basis of their respective Adjusted Percentages, computed for each day during
a Utilization Period at a rate equal to the Applicable Utilization Fee
Percentage for such day multiplied by the daily average Total Adjusted
Utilization Amount for such Utilization Period. Such Utilization Fee shall be
due and payable in arrears on the 15th day of the month following the end of
each Utilization Period and on the date upon which the Total Commitment is
terminated.

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

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

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

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

            3.02 Voluntary Reduction of Commitments. Upon at least three
Business Days' prior written notice (or telephonic notice confirmed in writing)
to the Payments Administrator at the Payments Administrator's Office (which
notice the Payments Administrator shall promptly transmit to each of the Banks),
the Borrower shall have the right, without premium or penalty, to terminate the
Total Unutilized Commitment, in part


                                      -24-
<PAGE>

or in whole (or, to the extent that at such time there are no Loans outstanding
and no Letter of Credit Outstandings, to terminate the Total Commitment, in
whole), provided that (x) any such termination shall apply to proportionately
and permanently reduce the Commitment of each of the Banks and (y) any partial
reduction pursuant to this Section 3.02 shall be in the amount of at least
$50,000,000.

            3.03 Mandatory Reduction of Commitments, etc. (a) The Total
Commitment and the Total Swingline Commitment (and the Commitment and Swingline
Commitment, if any, of each Bank) shall be terminated on the Commitment
Termination Date unless the Effective Date has occurred on or before such date.

            (b) On the date which is the earlier of (x) 30 days after any date
on which a Change of Control occurs and (y) the date on which any Indebtedness
of the Borrower in excess of $100,000,000 individually or $250,000,000 in the
aggregate is required to be repurchased as a result of any such Change of
Control, the Total Commitment and Total Swingline Commitment shall be reduced to
zero.

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

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

            (e) Each Bank's Commitment and Swingline Commitment, if any, shall
terminate on such Bank's Maturity Date.

            SECTION 4. Payments.

            4.01 Voluntary Prepayments. The Borrower shall have the right to
prepay Revolving Loans and Swingline Loans in whole or in part from time to time
on the following terms and conditions: (i) the Borrower shall give the Payments
Administrator at the Payments Administrator's Office written notice (or
telephonic notice promptly confirmed in writing) of its intent to make such
prepayment, the amount of such prepayment and (in the case of Eurodollar Loans)
the specific Borrowing(s) pursuant to which made, which notice shall be given by
the Borrower no later than (x) in the case of Revolving Loans, 11:00 A.M. (New
York time) one Business Day prior to, or (y) in the case of Swingline Loans,
11:00 A.M. (New York time) on the date of such prepayment and shall promptly be
transmitted by the Payments Administrator to each of the Banks or Swingline
Lenders, as the case may be; (ii) each partial prepayment of any Borrowing shall
be in an aggregate principal amount of at least $25,000,000, provided that no
partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall
reduce the outstanding Revolving Loans made pursuant to such Borrowing to an
amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii)
each prepayment in respect of any Revolving Loans or


                                      -25-
<PAGE>

Swingline Loans made pursuant to a Borrowing shall be applied pro rata among
such Revolving Loans or Swingline Loans, provided that at the Borrower's
election in connection with any prepayment pursuant to this Section 4.01, such
prepayment shall not be applied to any Revolving Loan of a Defaulting Bank at
any time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank
exceeds such Non-Defaulting Bank's Percentage of all Revolving Loans then
outstanding. The Borrower shall not have the right to voluntarily prepay any
Competitive Bid Loans.

            4.02 Mandatory Prepayments.

            (A) Requirements: If on any date the sum of the outstanding
principal amount of Revolving Loans made by Non-Defaulting Banks, Swingline
Loans and Competitive Bid Loans and the aggregate amount of Letter of Credit
Outstandings and Commercial Paper Outstandings (all the foregoing, collectively,
the "Aggregate Outstandings") exceeds the Adjusted Total Commitment as then in
effect, the Borrower shall repay on such date the principal of Swingline Loans
and, after Swingline Loans have been paid in full, Revolving Loans, in an amount
equal to such excess. If, after giving effect to the prepayment of all
outstanding Swingline Loans and Revolving Loans, the Aggregate Outstandings
exceed the Adjusted Total Commitment then in effect, the Borrower shall pay to
the Payments Administrator an amount in cash equal to such excess and the
Payments Administrator shall hold such payment as security for the obligations
of the Borrower hereunder (including, without limitation, obligations in respect
of Letter of Credit Outstandings) pursuant to a cash collateral agreement to be
entered into in form and substance satisfactory to the Payments Administrator
(which shall permit certain investments in cash equivalents satisfactory to the
Payments Administrator, until the proceeds are applied to the secured
obligations). If, after giving effect to the prepayment of all outstanding
Swingline Loans and Revolving Loans and the cash collateralization of all Letter
of Credit Outstandings as set forth above, the remaining Aggregate Outstandings
exceed the Adjusted Total Commitment, the Borrower shall repay on such date the
principal of Competitive Bid Loans in an aggregate amount equal to such excess,
provided that no Competitive Bid Loan shall be prepaid pursuant to this sentence
unless the Bank that made same consents to such prepayment. In addition, the
Borrower shall repay the Revolving Loans and Swingline Loans, if any, of each
Bank on such Bank's Maturity Date.

            (B) Application. With respect to each prepayment of Loans required
by this Section 4.02, the Borrower may designate the Types of Loans which are to
be prepaid and the specific Borrowing(s) pursuant to which made, provided that:
(i) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing
shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to
an amount less than the Minimum Borrowing Amount for Eurodollar Loans, such
Borrowing shall immediately be converted into Reference Rate Loans; (ii) each
prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata
among such Loans; and (iii) notwithstanding the provisions of the


                                      -26-
<PAGE>

preceding clause (ii), no prepayment made pursuant to Section 4.02(A) of
Revolving Loans shall be applied to the Revolving Loans of any Defaulting Bank.
In the absence of a designation by the Borrower as described in the preceding
sentence, the Payments Administrator shall, subject to the above, make such
designation in its sole discretion with a view, but no obligation, to minimize
breakage costs owing under Section 1.12.

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

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

            4.04 Net Payments. (a) All payments made by the Borrower hereunder
will be made without setoff or counterclaim. The Borrower will pay, prior to the
date on which penalties attach thereto, all present and future income, stamp and
other taxes, levies, or costs and charges whatsoever imposed, assessed, levied
or collected on or in respect of a Loan and/or the recording, registration,
notarization or other formalization thereof and/or any payments of principal,
interest or other amounts made on or in respect of a Loan (all such taxes,
levies, costs and charges being herein collectively called "Taxes"; provided
that Taxes shall not include taxes imposed on or measured by the overall net
income of that


                                      -27-
<PAGE>

Bank (or any alternative tax imposed generally by any relevant jurisdiction in
lieu of a tax on net income) by the United States of America or any political
subdivision or taxing authority thereof or therein, taxes imposed under Section
884 of the Code or taxes on or measured by the overall net income (or any
alternative tax imposed generally by any relevant jurisdiction in lieu of a tax
on net income) of that Bank or any foreign office, branch or subsidiary of that
Bank by any foreign country or subdivision thereof in which that Bank or that
office, branch or subsidiary is doing business). The Borrower shall also pay
such additional amounts equal to increases in taxes payable by that Bank
described in the foregoing proviso which increases are attributable to payments
made by the Borrower described in the immediately preceding sentence of this
Section. Promptly after the date on which payment of any such Tax is due
pursuant to applicable law, the Borrower will, at the request of that Bank,
furnish to that Bank evidence, in form and substance satisfactory to that Bank,
that the Borrower has met its obligation under this Section 4.04. The Borrower
will indemnify each Bank against, and reimburse each Bank on demand for, any
Taxes, as determined by that Bank in its good faith and reasonable discretion.
Such Bank shall provide the Borrower with appropriate receipts for any payments
or reimbursements made by the Borrower pursuant to this Section 4.04.

            (b) Each Bank which is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for Federal income tax purposes
agrees to provide to the Borrower on or prior to the Effective Date, or in the
case of a Bank that is an assignee or transferee of an interest under this
Agreement pursuant to Section 1.14 or Section 12.04 (unless the respective Bank
was already a Bank hereunder immediately prior to such assignment or transfer
and such Bank is in compliance with the provisions of this Section 4.04(b)), on
the date of such assignment or transfer to such Bank, two accurate and complete
original signed copies of Internal Revenue Service Form 4224 or 1001 (or
successor forms) certifying to such Bank's entitlement to a complete exemption
from United States withholding tax with respect to payments to be made under
this Agreement or any Note. Each Bank that is a United States person (as such
term is defined in Section 7701(a)(30) of the Code) for Federal income tax
purposes, but that is not a corporation (as such term is defined in Section
7701(a)(3) of the Code) for such purposes, agrees to provide to the Borrower on
or prior to the Effective Date, or in the case of a Bank that is an assignee or
transferee of an interest under this Agreement pursuant to Section 1.14 or
Section 12.04 (unless the respective Bank was already a Bank hereunder
immediately prior to such assignment or transfer and such Bank is in compliance
with the provisions of this Section 4.04(b)), on the date of such assignment to
such Bank, two accurate and complete original signed copies of Internal Revenue
Service Form W-9 (or successor form). In addition, each such Bank agrees that
from time to time after the Effective Date, when a lapse in time or change in
circumstances renders the previous certification obsolete or inaccurate in any
material respect, it will deliver to the Borrower two new accurate and complete
original signed copies of Internal Revenue Service Form 4224 or 1001, as the
case may be, and such other forms as may be required in order to confirm or
establish the entitlement of such


                                      -28-
<PAGE>

Bank to a continued exemption from United States withholding tax with respect to
payments under this Agreement or any Note, or it shall immediately notify the
Borrower and the Administrative Agent of its inability to deliver any such form.
Notwithstanding anything to the contrary contained in Section 4.04(a), (x) the
Borrower shall be entitled, to the extent it is required to do so by law, to
deduct or withhold income or other similar taxes imposed by the United States
(or any political subdivision or taxing authority thereof or therein) from
interest, fees or other amounts payable hereunder for the account of any Bank
which is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) for United States federal income tax purposes and which
has not provided to the Borrower such forms that establish a complete exemption
from such deduction or withholding and (y) the Borrower shall not be obligated
pursuant to Section 4.04(a) to pay a Bank in respect of income or similar taxes
imposed by the United States or any additional amounts with respect thereto if
such Bank has not provided to the Borrower the Internal Revenue Service forms
required to be provided to the Borrower pursuant to this Section 4.04(b).

            SECTION 5. Conditions.

            5.01 Conditions Precedent to the Effective Date. This Agreement
shall be effective on the date (the "Effective Date") which is the date on which
the following conditions shall have been satisfied:

            (a) Execution of Agreement. Each of Holdings, the Borrower and each
of the Banks shall have signed a copy of this Agreement (whether the same or
different copies) and shall have delivered same to the Payments Administrator
or, in the case of the Banks, shall have given to the Payments Administrator
telephonic (confirmed in writing), written, telex or facsimile notice (actually
received) at such office that the same has been signed and mailed to it.

            (b) Notes; Effectiveness of 364 DF Credit Agreement. On the
Effective Date, (i) there shall have been delivered to the Payments
Administrator for the account of each Bank the appropriate Note or Notes
executed by the Borrower in the amount, maturity and as otherwise provided
herein and (ii) the Effective Date under, and as defined in, the 364 DF Credit
Agreement shall have occurred.

            (c) Officer's Certificate. On the Effective Date, the Payments
Administrator shall have received certificates dated such date signed by an
appropriate officer of each of Holdings and the Borrower stating that all of the
applicable conditions set forth in Sections 5.01(b), (g) and (i) and 5.02 exist
as of such date.

            (d) Opinions of Counsel. On the Effective Date, the Payments
Administrator shall have received an opinion, or opinions, in form and substance
satisfactory to each Senior Managing Agent, addressed to each of the Banks and
dated the


                                      -29-
<PAGE>

Effective Date, from (i) James A. Kirkman III, Esq., General Counsel of Holdings
and the Borrower, which opinion shall cover the matters contained in Exhibit C-1
hereto and (ii) White & Case, special counsel to the Banks, which opinion shall
cover the matters contained in Exhibit C-2 hereto, together with such other
opinions covering such matters as the Senior Managing Agents shall reasonably
request, from counsel, and in form and substance, satisfactory to the Senior
Managing Agents.

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

            (f) Organizational Documentation, etc. On the Effective Date, the
Banks shall have received copies of the Certificate of Incorporation and By-Laws
of each Credit Party, certified as true and complete by an appropriate corporate
officer or governmental authority.

            (g) Adverse Change, etc. On the Effective Date, (i) nothing shall
have occurred which has a material adverse effect on the ability of either
Credit Party to perform its obligations to the Banks and (ii) there shall have
been no material adverse change in the operations, business, property, assets or
financial condition of Holdings and its Subsidiaries taken as a whole from that
of Holdings and its Subsidiaries taken as a whole on December 31, 1995. The 1996
Restructuring Charge shall not be deemed to constitute a material adverse
change.

            (h) Litigation. On the Effective Date, except as set forth in Annex
IV, there shall be no actions, suits or proceedings pending or threatened with
respect to Holdings or any of its Subsidiaries that (i) are reasonably likely to
have a material adverse effect on the business, properties, assets, operations,
financial condition or prospects of Holdings and its Subsidiaries taken as a
whole or (ii) are reasonably likely to have a material adverse effect on the
rights or remedies of the Banks or on the ability of either Credit Party to
perform its obligations to the Banks hereunder or under any other Credit
Document.

            (i) Termination of the Existing Credit Agreements. On the Effective
Date and concurrently with the incurrence of Loans on such date, the total
commitments under the Existing Credit Agreements shall have been terminated, and
all loans thereunder shall


                                      -30-
<PAGE>

have been repaid in full, together with interest thereon, and all other amounts
owing pursuant to the Existing Credit Agreements shall have been repaid in full
and the Existing Credit Agreements shall have been terminated and be of no
further force or effect (except as to indemnities contained therein which
survive the termination of the Existing Credit Agreements in accordance with the
terms thereof).

            5.02 Conditions Precedent to Each Credit Event. The obligation of
each Bank to make any Loans (other than pursuant to a Mandatory Borrowing), and
the obligation of each Letter of Credit Issuer to issue Letters of Credit, is
subject, at the time of the making of each such Loan and/or the issuance of each
such Letter of Credit (except as otherwise hereinafter indicated), to the
satisfaction of the following conditions at such time:

            (a) Effectiveness. The Effective Date shall have occurred.

            (b) No Default; Representations and Warranties At the time of each
Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein or in the other Credit Documents (other than, in the case of a
CP Refinancing Borrowing, in Section 6.04 and the last sentence of Section 6.09)
shall be true and correct in all material respects with the same effect as
though such representations and warranties had been made on and as of the date
of such Credit Event.

            (c) Notice of Borrowing, etc. (i) Prior to the making of each
Revolving Loan and each Swingline Loan, the Payments Administrator shall have
received a Notice of Borrowing satisfying the requirements of Section 1.03, (ii)
prior to the issuance of each Letter of Credit, the Payments Administrator and
the Letter of Credit Issuer that is to issue same shall have received a Letter
of Credit Request satisfying the requirements of Section 2.02 and (iii) prior to
the making of each Competitive Bid Loan, the Payments Administrator shall have
received a Notice of Competitive Bid Borrowing satisfying the requirements of
Section 1.04(a).

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


                                      -31-
<PAGE>

            SECTION 6. Representations, Warranties and Agreements. In order to
induce the Banks to enter into this Agreement, to make the Loans and issue or
participate in Letters of Credit as provided for herein, each of Holdings and
the Borrower makes the following representations and warranties to and
agreements with the Banks, all of which shall survive the execution and delivery
of this Agreement and the making of the Loans and the issuance of the Letters of
Credit (with the occurrence of each Credit Event being deemed to constitute a
representation and warranty that the matters specified in this Section 6,
subject to the exceptions set forth in Section 5.02, are true and correct in all
material respects on and as of the date hereof and as of the date of each such
Credit Event unless such representation and warranty expressly indicates that it
is being made as of any specific date):

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

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

            6.03 No Violation. Neither the execution, delivery and performance
by either Credit Party of the Credit Documents to which it is a party
(including, without limitation, the incurrence of Loans by the Borrower
hereunder) nor compliance with the terms and provisions thereof, nor the
consummation of the transactions contemplated therein (i) will contravene any
applicable provision of any law, statute, rule, regulation, order, writ,
injunction or decree of any court or governmental instrumentality, (ii) will
conflict or be inconsistent with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
Lien upon any of the property or assets of Holdings or any of its Subsidiaries
pursuant to the terms of any material indenture, mortgage, deed of trust,
agreement or other instrument to which Holdings or any of its Subsidiaries is a
party


                                      -32-
<PAGE>

or by which it or any of its property or assets is bound or to which it may be
subject or (iii) will violate any provision of the charter or By-Laws of
Holdings or any of its Subsidiaries.

            6.04 Litigation. Except as set forth on Annex IV, there are no
actions, suits or proceedings pending or threatened with respect to Holdings or
any of its Subsidiaries (i) that are reasonably likely to have a material
adverse effect on the business, properties, assets, operations, financial
condition or prospects of Holdings and its Subsidiaries taken as a whole or (ii)
that are reasonably likely to have a material adverse effect on the rights or
remedies of the Banks or on the ability of either Credit Party to perform its
obligations to them hereunder and under the other Credit Documents to which it
is a party.

            6.05 Use of Proceeds; Margin Regulations. (a) The proceeds of all
Loans shall be utilized by the Borrower (i) to refinance all outstandings under
the Existing Credit Agreements and (ii) for general corporate purposes of
Holdings and/or its Subsidiaries (including, without limitation, the refinancing
of Indebtedness and financing acquisitions). The proceeds of CP Refinancing
Borrowings may only be utilized to pay when due Commercial Paper Outstandings.

            (b) Neither the making of any Loan hereunder, nor the use of the
proceeds thereof, will violate or be inconsistent with the provisions of
Regulation G, T, U or X of the Board of Governors of the Federal Reserve System.
At the time of each Credit Event, not more than 25% of the value of the assets
of the Borrower or Holdings and its Subsidiaries on a consolidated basis subject
to the restrictions contained in Sections 8.02 and 8.03 will constitute Margin
Stock. Notwithstanding the foregoing provisions of this Section 6.05, no
proceeds of any Loan will be utilized to purchase any Margin Stock in a
transaction, or as part of a series of transactions, the result of which is the
ownership by Holdings and/or its Subsidiaries (including, without limitation,
the Borrower) of 5% or more of the capital stock of a corporation unless the
Board of Directors of such corporation has approved such transaction prior to
any public announcement of the purchase, or the intent to purchase, any such
Margin Stock.

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

            6.07 Investment Company Act. Neither Holdings 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.


                                      -33-
<PAGE>

            6.08 True and Complete Disclosure. All factual information (taken as
a whole) heretofore or contemporaneously furnished by or on behalf of either
Credit Party or any of its Subsidiaries in writing to any Senior Managing Agent
or any Bank for purposes of or in connection with this Agreement or any
transaction contemplated herein is, and all other such factual information
(taken as a whole) hereafter furnished by or on behalf of such Persons in
writing to any Bank will be, true and accurate in all material respects on the
date as of which such information is dated or certified and not incomplete by
omitting to state any material fact necessary to make such information (taken as
a whole) not misleading at such time in light of the circumstances under which
such information was provided.

            6.09 Financial Condition; Financial Statements. The consolidated
balance sheet of each of Holdings and its Subsidiaries and the Borrower and its
Subsidiaries at December 31, 1995 and the related consolidated statements of
income and cash flows for the fiscal year ended as of said date, which
statements have been examined by Deloitte & Touche, independent certified public
accountants, who delivered an unqualified opinion in respect thereof, copies of
which have heretofore been furnished to each Bank, present fairly the
consolidated financial position of each of Holdings and the Borrower, as the
case may be, at the date of said statements and the results of operations for
the period covered thereby. All such financial statements have been prepared in
accordance with GAAP consistently applied except to the extent provided in the
notes to said financial statements. There has been no material adverse change in
the operations, business, property, assets or financial condition of Holdings
and its Subsidiaries taken as a whole or of the Borrower and its Subsidiaries
taken as a whole from that of Holdings and its Subsidiaries or the Borrower and
its Subsidiaries, as the case may be, on December 31, 1995.

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

            6.11 Compliance with ERISA. Each Plan is in substantial compliance
with ERISA and the Code; no Reportable Event has occurred with respect to any
Plan; no Plan is insolvent or in reorganization, no Plan has an Unfunded Current
Liability, and no Plan has an accumulated or waived funding deficiency or
permitted decreases in its funding standard account within the meaning of
Section 412 of the Code; neither Holdings, any Subsidiary nor any ERISA
Affiliate has incurred any material liability to or on account of


                                      -34-
<PAGE>

a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069,
4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have
been instituted to terminate any Plan; no condition exists which presents a
material risk to Holdings or any Subsidiary of incurring a liability to or on
account of a Plan pursuant to the foregoing provisions of ERISA and the Code,
except to the extent that all events described in the preceding clauses of this
Section 6.11 and then in existence would not, in the aggregate, be likely to
have a material adverse effect on the business, operations or financial
condition of Holdings and its Subsidiaries taken as a whole. With respect to
Plans that are multi-employer plans (within the meaning of Section 3(37) of
ERISA) and Plans which are not currently maintained or contributed to by
Holdings, any Subsidiary or any ERISA Affiliate, the representations and
warranties in this Section are made to the best knowledge of Holdings.

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

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

            6.14 Pollution and Other Regulations. Holdings and each of its
Subsidiaries are in material compliance with all material laws and regulations
relating to pollution and environmental control, equal employment opportunity
and employee safety in all domestic jurisdictions in which Holdings and each of
its Subsidiaries is presently doing business, and Holdings will comply and cause
each of its Subsidiaries to comply with all such laws and regulations which may
be imposed in the future in jurisdictions in which Holdings or such Subsidiary
may then be doing business other than in each case those the non-compliance with
which would not have a material adverse effect on the business, assets,
properties or financial condition of Holdings and its Subsidiaries taken as a
whole.

            6.15 Properties. Holdings and each of its Subsidiaries have good
title to all properties owned by Holdings or such Subsidiary and a valid
leasehold interest in all properties leased by Holdings or such Subsidiary, in
each case, that are necessary for the operation of their respective businesses
as presently conducted and as proposed to be conducted, free and clear of all
Liens, other than as permitted by this Agreement.

            SECTION 7. Affirmative Covenants. Holdings hereby covenants and
agrees that on the Effective Date and thereafter, for so long as this Agreement
is in effect and until the Commitments and each Letter of Credit have terminated
and the Loans and


                                      -35-
<PAGE>

Unpaid Drawings, together with interest, Fees and all other Obligations incurred
hereunder, are paid in full:

            7.01 Information Covenants. Holdings will furnish to each Bank:

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

            (b) Quarterly Financial Statements. As soon as available and in any
      event within 55 days after the close of each of the first three quarterly
      accounting periods in each fiscal year of Holdings, to the extent prepared
      to comply with SEC requirements, a copy of the SEC Form 10-Qs filed by
      Holdings and the Borrower with the SEC for each such quarterly period, or,
      if no such Form 10-Q was so filed by Holdings and the Borrower with
      respect to any such quarterly period, the consolidated balance sheet of
      Holdings and its Subsidiaries and of the Borrower and its Subsidiaries, as
      at the end of such quarterly period and the related consolidated
      statements of income for such quarterly period and for the elapsed portion
      of the fiscal year ended with the last day of such quarterly period, and
      the related consolidated statement of cash flows for the elapsed portion
      of the fiscal year ended with the last day of such quarterly period, and
      in each case setting forth comparative consolidated figures as of the end
      of and for the related periods in the prior fiscal year or, in the case of
      such consolidated balance sheet, for the last day of the prior fiscal
      year, all of which shall be certified by the Chief Financial Officer,
      Controller, Chief Accounting Officer or other Authorized Officer of
      Holdings or


                                      -36-
<PAGE>

      the Borrower, as the case may be, subject to changes resulting from audit
      and normal year-end audit adjustments.

            (c) Officer's Certificates. At the time of the delivery of the
      financial statements provided for in Section 7.01(a) and (b), a
      certificate of the Chief Financial Officer, Controller, Treasurer, Chief
      Accounting Officer or other Authorized Officer of Holdings to the effect
      that no Default or Event of Default exists or, if any Default or Event of
      Default does exist, specifying the nature and extent thereof, which
      certificate shall set forth the calculations required to establish whether
      Holdings and its Subsidiaries were in compliance with the provisions of
      Sections 8.03(e), 8.04(i), 8.05, 8.07, 8.08 and 8.09 as at the end of such
      fiscal period or year, as the case may be.

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

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

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


                                      -37-
<PAGE>

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

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

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

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

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


                                      -38-
<PAGE>

            7.07 ERISA. As soon as possible and, in any event, within 10 days
after Holdings or any Subsidiary knows or has reason to know of the occurrence
of any of the following, Holdings will deliver to each of the Banks a
certificate of the Chief Financial Officer, Treasurer or Controller of Holdings
setting forth details as to such occurrence and the action, if any, which
Holdings, such Subsidiary or an ERISA Affiliate is required or proposes to take,
together with any notices required or proposed to be given to or filed with or
by Holdings, such Subsidiary, such ERISA Affiliate, the PBGC, a Plan participant
(other than notices relating to an individual participant's benefits) or the
Plan administrator with respect thereto: that a Reportable Event has occurred,
that an accumulated funding deficiency has been incurred or an application may
be or has been made to the Secretary of the Treasury for a waiver or
modification of the minimum funding standard (including any required installment
payments) or an extension of any amortization period under Section 412 of the
Code with respect to a Plan, that a Plan which has an Unfunded Current Liability
has been or may be terminated, reorganized, partitioned or declared insolvent
under Title IV of ERISA, that a Plan has an Unfunded Current Liability giving
rise to a lien under ERISA or the Code, that proceedings may be or have been
instituted to terminate a Plan which has an Unfunded Current Liability, that a
proceeding has been instituted pursuant to Section 515 of ERISA to collect a
delinquent contribution to a Plan, or that Holdings, any Subsidiary or any ERISA
Affiliate will or may incur any liability (including any contingent or secondary
liability) to or on account of the termination of or withdrawal from a Plan
under Section 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or with respect to a
Plan under Section 4971 or 4975 of the Code or Section 409 or 502(i) or 502(l)
of ERISA. Upon request of a Bank, Holdings will deliver to such Bank a complete
copy of the annual report (Form 5500) of each Plan required to be filed with the
Internal Revenue Service. In addition to any certificates or notices delivered
to the Banks pursuant to the first sentence hereof, copies of any notices
received by Holdings or any Subsidiary shall be delivered to the Banks no later
than 10 days after the later of the date such notice has been filed with the
Internal Revenue Service or the PBGC, given to Plan participants (other than
notices relating to an individual participant's benefits) or received by
Holdings or such Subsidiary.

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

            7.09 End of Fiscal Years; Fiscal Quarters. Holdings will, for
financial reporting purposes, cause (i) each of its and the Borrower's fiscal
years to end on December 31 of each year, (ii) each of its and the Borrower's
fiscal quarters to end on


                                      -39-
<PAGE>

March 31, June 30, September 30 and December 31 of each year and (iii) each of
the Subsidiaries of the Borrower to maintain the accounting periods maintained
by such Subsidiary on the Effective Date, consistent with the past practice and
procedures of each such Subsidiary, provided that any of the foregoing fiscal or
reporting periods may be changed if (x) Holdings gives the Banks 30 days' prior
written notice of such proposed change and (y) prior to effecting such change
Holdings and the Majority SMA shall have agreed upon adjustments, if any, to
Sections 8.03(e), 8.04(i), 8.05, 8.07, 8.08 and 8.09 (and the definitions used
therein) the sole purpose of which shall be to give effect to the proposed
change in fiscal or accounting periods (it being understood and agreed that to
the extent that Holdings and the Majority SMA cannot agree on appropriate
adjustments to such Sections (or that no adjustments are necessary), the
proposed change may not be effected).

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

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

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

            8.02 Consolidation, Merger, Sale of Assets, etc. Holdings will not,
and will not permit any Subsidiary to, wind up, liquidate or dissolve its
affairs, or enter into any transaction of merger or consolidation, sell or
otherwise dispose of all or a substantial part of its property or assets or
agree to do any of the foregoing at any future time, except that any Subsidiary
of Holdings may be merged or consolidated with or into, or be liquidated into,
any Person (including Holdings, but only if the Borrower has first merged into
or consolidated with Holdings) and any such Subsidiary may convey, lease, sell
or transfer all or any part of its business, properties and assets to any such
Person, provided that in the event of a merger, consolidation or liquidation of
the Borrower with or into any


                                      -40-
<PAGE>

such Person, the surviving corporation, if not the Borrower, shall execute and
deliver agreements assuming the obligations of the Borrower under this Agreement
and the Notes, which assumption agreements and all related actions and
documentation shall be in form and substance satisfactory to the Senior Managing
Agents; provided further that if any of the foregoing transactions involves a
Material Subsidiary, after giving effect to such transaction, no Event of
Default would result therefrom. Notwithstanding anything to the contrary
contained in this Section 8.02, no Restricted Sale shall be permitted.

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

            (a) Liens existing on the Effective Date securing Indebtedness
      outstanding on the Effective Date in an aggregate principal amount not
      exceeding $150,000,000 and Liens securing extensions, renewals or
      refinancings of any of the Indebtedness referred to in this clause (a) to
      the extent that any such Indebtedness (x) is not increased from that
      outstanding at the time of any such extension, renewal or refinancing and
      (y) is not secured by Liens on any additional assets;

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

            (c) Liens securing reimbursement obligations of the Borrower and its
      Subsidiaries with respect to trade letters of credit incurred in the
      ordinary course of business, which are to be repaid in full not more than
      one year after the date originally incurred to finance the purchase of
      goods by the Borrower or any of its Subsidiaries, provided that such Liens
      shall attach only to documents or other property relating to such letters
      of credit and the products and proceeds thereof;

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


                                      -41-
<PAGE>

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

            (e) Liens and assignments not otherwise permitted by the foregoing
      clauses (a) through (d) securing any Indebtedness of Holdings and/or its
      Subsidiaries, provided that the aggregate principal amount of Indebtedness
      on a consolidated basis secured by Liens permitted by this clause (e)
      shall not exceed an amount equal to 7-1/2% of Consolidated Net Worth at
      any time.

            8.04 Indebtedness. Holdings will not permit any of its Subsidiaries
(other than the Borrower) to, contract, create, incur, assume or suffer to exist
any Indebtedness, except:

            (a) Specified Permitted Existing Debt and any extensions, renewals
      or refinancings of any of the Indebtedness referred to in this clause (a),
      either by the original obligor thereunder or by another Subsidiary to the
      extent that such Indebtedness is not increased from that outstanding at
      the time of any such extension, renewal or refinancing;

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

            (c) Indebtedness in respect of Permitted Currency Agreements and
      Permitted Commodities Agreements;

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

            (e) Indebtedness secured by Liens permitted by Section 8.03(d);


                                      -42-
<PAGE>

            (f) (i) Indebtedness owing by any such Subsidiary to Holdings or any
      Wholly-Owned Subsidiary of Holdings and (ii) Indebtedness of any such
      Subsidiary (x) consisting of Contingent Obligations in respect of, or (y)
      constituting reimbursement obligations under letters of credit issued in
      support of, obligations of any Subsidiary of Holdings (other than the
      Borrower) to the extent such other obligations are permitted by this
      Agreement;

            (g) Indebtedness of any such Subsidiary in any manner guaranteeing
      or intended to guarantee, whether directly or indirectly, any leases,
      dividends or other monetary obligations of any Person in which such
      Subsidiary has an ownership interest, provided that the aggregate maximum
      stated or determinable amount (or, if not stated or determinable, the
      maximum reasonably anticipated liability in respect of such Indebtedness
      as determined in good faith by such Subsidiary) of all Indebtedness
      permitted pursuant to this clause (g) shall not exceed at any time an
      amount in excess of $150,000,000;

            (h) Indebtedness of any such Subsidiary with respect to which
      neither Holdings nor the Borrower (i) is a co-obligor or (ii) has any
      Contingent Obligation; and

            (i) Indebtedness not otherwise permitted by the foregoing clauses
      (a) through (h), provided that the aggregate outstanding principal amount
      of Indebtedness on a consolidated basis incurred pursuant to this clause
      (i) shall not exceed an amount equal to the sum of (x) $250,000,000 plus
      (y) 7-1/2% of Consolidated Net Worth at any time.

            8.05 Limitation on Restricted Payments. Neither Holdings nor the
Borrower will (A) declare or pay any dividends in respect of its capital stock
(other than dividends payable solely in its common stock and all dividends,
whether in cash or in kind, on any preferred stock) or return any capital to its
stockholders or authorize or make any other distribution, payment or delivery of
property or cash to its stockholders as such, or redeem, retire, purchase or
otherwise acquire, directly or indirectly, for consideration, any shares of any
class of its capital stock now or hereafter outstanding (or any warrants for or
options or stock appreciation rights in respect of any of such shares), or set
aside any funds for any of the foregoing purposes, or permit any of its
Subsidiaries to purchase or otherwise acquire for consideration any shares of
any class of the capital stock of Holdings or the Borrower now or hereafter
outstanding (or any options or warrants or stock appreciation rights issued by
Holdings or the Borrower with respect to its capital stock) (all of the
foregoing "Dividends"), or (B) purchase or otherwise acquire for consideration
any shares of any class of the capital stock of any RJRN Entity (now or
hereafter outstanding) (or any options or warrants or stock appreciation rights
issued by any RJRN Entity with respect to its capital stock) or permit any of
its Subsidiaries to do any of the foregoing or (C) make


                                      -43-
<PAGE>

any loan or advance to, or investment in, any RJRN Entity, or permit any of its
Subsidiaries to do any of the foregoing (all of clauses (A), (B) and (C),
collectively, "Restricted Payments"), provided that, except with respect to the
following clauses (i) and (v), so long as no Event of Default then exists:

             (i) each of Holdings and the Borrower may (x) pay cash in lieu of
      issuing fractions of shares of its common stock at a time when it issues
      shares of its common stock upon the exercise of any warrants or options or
      upon the conversion or redemption of any convertible or redeemable
      preferred or preference stock and (y) repurchase its common stock and
      preferred stock (and/or options or warrants in respect thereof) pursuant
      to, and in accordance with the terms of, management and/or employee stock
      plans;

            (ii) Holdings may declare and pay, or otherwise effect, any other
      Dividend and the Borrower may declare and pay, or otherwise effect, any
      other Dividend to Persons other than Holdings, provided that the aggregate
      amount of any such Dividend at the time declared, when added to all
      Dividends theretofore declared pursuant to this clause (ii) after April
      28, 1995, shall not exceed an amount equal to the sum of (x) $300,000,000
      plus (y) 50% of Cumulative Consolidated Net Income determined at the time
      of the declaration thereof, provided that such Dividend is paid within 45
      days of the making of such declaration;

            (iii) the Borrower and any of its Subsidiaries may make additional
      loans and advances to one or more RJRN Entities that is a Foreign
      Subsidiary, provided that the aggregate principal amount of such loans and
      advances made pursuant to this clause (iii) shall not exceed $100,000,000
      at any time;

            (iv) the Borrower may pay Dividends to Holdings; and

            (v) each of Holdings and the Borrower may issue and exchange shares
      of any class or series of its common stock now or hereafter outstanding
      for shares of any other class or series of its common stock at the time
      outstanding.

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


                                      -44-
<PAGE>

            8.07 Consolidated Net Worth. Holdings will not permit Consolidated
Net Worth at any time to be less than an amount equal to the sum of (x)
$3,750,000,000 plus (y) the sum of 25% of Consolidated Net Income, if positive,
for each prior fiscal year of Holdings, if any, ending after January 1, 1996.

            8.08 Leverage Ratio. Holdings will not permit the ratio of (i)
Adjusted Consolidated Debt to (ii) Adjusted Operating Income for any Test Period
to be more than 3.95 to 1.00.

            8.09 Cash Interest Coverage Ratio. Holdings will not permit the
ratio of (i) Adjusted Operating Income to (ii) Consolidated Cash Interest
Expense for any Test Period to be less than 3.00 to 1.00.

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

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

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

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

            9.04 Default Under Other Agreements. (a) Holdings or any of its
Subsidiaries shall (i) default in any payment with respect to any Indebtedness
(other than the Obligations) in excess of $75,000,000 individually or
$150,000,000 in the aggregate, for Holdings and its Subsidiaries, beyond the
period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created or (ii) default in the observance or performance
of any agreement or condition relating to any such Indebtedness or contained in
any instrument or agreement evidencing, securing or relating thereto, or any


                                      -45-
<PAGE>

other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause (determined without regard to whether any notice or lapse of time is
required, provided that the existence of any Event of Default under this Section
9.04(a)(ii) with respect to Indebtedness outstanding under the 364 DF Credit
Agreement shall be determined after giving effect to any notice or lapse of time
provided to the Borrower in the 364 DF Credit Agreement), any such Indebtedness
to become due prior to its stated maturity; or (b) any such Indebtedness shall
be declared to be due and payable, or required to be prepaid other than by a
regularly scheduled required prepayment or as a mandatory prepayment (unless
such required prepayment or mandatory prepayment results from a default or an
event of the type that constitutes an Event of Default), prior to the stated
maturity thereof, provided that to the extent Holdings or any of its
Subsidiaries incurs (including pursuant to a committed facility not borrowed
thereunder but with commitments aggregating) or issues Indebtedness in an
aggregate principal amount of at least $100,000,000 at any time that contains
any default covering any action, failure to act and/or other circumstances of or
affecting any Affiliate of Holdings (other than the Borrower and its
Subsidiaries) not included as Events of Default hereunder (other than any of the
foregoing relating solely to Holdings and its Subsidiaries), then this Section
9.04 shall be deemed to be automatically amended to include such defaults
effective as of the date of the incurrence or issuance of such Indebtedness (it
being agreed that the Borrower and Holdings will cooperate with the Senior
Managing Agents to obtain an amendment to this Agreement, in form and substance
satisfactory to the Majority SMA, formalizing the inclusion of such defaults
under this Agreement); or

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


                                      -46-
<PAGE>

any corporate action is taken by a Designated Party for the purpose of effecting
any of the foregoing; or

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

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

            9.08 Guaranty. The Guaranty or any provision thereof shall cease to
be in full force or effect, or the Guarantor or any Person acting by or on
behalf of the Guarantor shall deny or disaffirm the Guarantor's obligations
under the Guaranty or the


                                      -47-
<PAGE>

Guarantor shall default in the due performance or observance of any term,
covenant or agreement on its part to be performed or observed pursuant to the
Guaranty;

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

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


                                      -48-
<PAGE>

to benefit the Borrower and do not grant the Borrower the right to require the
Banks to rescind or annul any acceleration hereunder, even if the conditions set
forth herein are met.

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

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

            "Absolute Rate Borrowing" shall mean a Competitive Bid Borrowing
with respect to which the Borrower has requested that the Banks offer to make
Competitive Bid Loans at Absolute Rates.

            "Adjusted Consolidated Debt" shall mean the sum (without
duplication) of (i) notes payable, (ii) the current maturities of long-term
debt, (iii) long-term debt and (iv) all other amounts representing liabilities
with respect to pay-in-kind interest to the extent included in "Other
Liabilities," all as determined for Holdings and its Subsidiaries in accordance
with GAAP, it being understood that determinations of the amounts specified in
clauses (i), (ii), (iii) and (iv) shall be made on a consistent basis with the
methodology utilized by Holdings to determine such amounts on the Effective
Date.

            "Adjusted Operating Income" shall mean for any period (x) the
consolidated operating income of Holdings and its Subsidiaries for such period
plus (y) the sum of the consolidated depreciation expense and consolidated
amortization expense of Holdings and its Subsidiaries for such period, all as
determined in accordance with GAAP, it being understood that the determination
of the amount specified in clauses (x) and (y) shall be made on a consistent
basis with the methodology utilized by Holdings to determine such amount on the
Effective Date, provided that (i) for the purposes of Section 8.08 only, for any
Test Period during which any acquisition of any Person or business occurs,
Adjusted Operating Income shall give pro forma effect to such acquisition as if
it occurred on the first day of such Test Period and (ii) for all purposes, for
any period which includes any Restructuring Charge Quarter there shall be
excluded in determining Adjusted Operating Income any portion of the 1996
Restructuring Charge which reduced the consolidated operating income of Holdings
and its Subsidiaries for such period.

            "Adjusted Percentage" shall mean (x) at a time when no Bank Default
exists, for each Bank such Bank's Percentage and (y) at a time when a Bank
Default exists (i) for each Bank that is a Defaulting Bank, zero and (ii) for
each Bank that is a Non-Defaulting Bank, the percentage determined by dividing
such Bank's Commitment at such time by the Adjusted Total Commitment at such
time, it being understood that all references herein to Commitments at a time
when the Total Commitment has been terminated shall be references


                                      -49-
<PAGE>

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

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

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

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

            "Agreement" shall mean this Credit Agreement, as the same may be
from time to time modified, amended and/or supplemented.


                                      -50-
<PAGE>

            "Agreement of Commitment Increase" shall mean an agreement in the
form of Exhibit D-3, appropriately completed.

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

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


                                            Applicable       
      Period                             Eurodollar Margin
      ------                             -----------------
      
      NIG Period                              .525%
      
      Minimum Investment                      .325%
      Grade Period
      
      Increased Investment Grade              .250%
      Period
      
      Maximum Investment                      .225%
      Grade Period


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


                                        Applicable Facility
      Period                              Fee Percentage
      ------                              --------------
      
      NIG Period                              .200%
      
      Minimum Investment                      .150%
      Grade Period
      
      Increased Investment Grade              .125%
      Period
      
      Maximum Investment                      .100%
      Grade Period


                                      -51-
<PAGE>

            "Applicable Facing Fee Percentage" shall mean, with respect to any
Letter of Credit, such percentage or percentages as may be agreed to by the
Borrower and the Letter of Credit Issuer issuing such Letter of Credit at the
time of the issuance thereof.

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


                                            Applicable
      Period                        Utilization Fee Percentage
      ------                        --------------------------
      
      NIG Period                              .250%
      
      Minimum Investment                      .125%
      Grade Period
      
      Increased Investment Grade                 0%
      Period
      
      Maximum Investment                         0%
      Grade Period


            "Approved Alternate Currency" shall mean Canadian Dollars, Pounds
Sterling, Dutch Guilders, Deutsche Marks, Japanese Yen, French Francs, Swiss
Francs and Belgian Francs.

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

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

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

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

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


                                      -52-
<PAGE>

            "Base Rate" shall mean, for any day, the average of the publicly
announced prime rates, base rates and/or reference rates on such date of BTCo,
Chase and Citibank.

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

            "Borrower" shall have the meaning provided in the first paragraph of
this Agreement and shall also include any Person which is the surviving
corporation after giving effect to any transaction permitted by Section 8.02
involving the Borrower.

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

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

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

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

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

            "Change of Control" shall mean and include (a) at any time
Continuing Directors shall not constitute a majority of the Board of Directors
of Holdings or the Borrower; and/or (b) any Person or group (as such term is
defined in Section 13(d)(3) of


                                      -53-
<PAGE>

the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other
than RJRN, Holdings and its Subsidiaries, shall acquire, directly or indirectly,
beneficial ownership (within the meaning of Rule 13d-3 and 13d-5 under the
Exchange Act) of 30% or more, on a fully diluted basis, of the economic or
voting interest in Holdings' capital stock; and/or (c) Holdings shall own less
than 80% on a fully diluted basis of (x) the economic interest of the common
stock of the Borrower or (y) the voting interest of the capital stock of the
Borrower.

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

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

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

            "Commercial Paper Outstandings" shall mean, at any time during a CP
Period, an amount equal to (I) the sum of (x) the face amount of all commercial
paper previously issued by Holdings and/or any of its Subsidiaries (other than
Nabisco Ltd) at a discount and outstanding at such time plus (y) the principal
amount of all commercial paper previously issued by Holdings and/or any of its
Subsidiaries (other than Nabisco Ltd) on an interest bearing basis and
outstanding at such time, in each case that will be refinanced, if necessary,
pursuant to a CP Refinancing Borrowing less (II) the Commercial Paper
Outstandings at such time as defined in the 364 DF Credit Agreement, provided
that the Commercial Paper Outstandings that may be refinanced pursuant to CP
Refinancing Borrowings shall not exceed at any time an amount equal to (i) the
Total Commitment less (ii) the then aggregate principal amount of all Loans made
pursuant to CP Refinancing Borrowings.

            "Commitment" shall mean, with respect to each Bank, the amount set
forth opposite such Bank's name in Annex I hereto, as the same may be increased
from time to time pursuant to Section 1.16 and/or modified from time to time
pursuant to Section 3.02, 3.03, 9 and/or 12.04(b)(A).

            "Commitment Termination Date" shall mean December 31, 1996.

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


                                      -54-
<PAGE>

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

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

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

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

            "Consolidated Cash Interest Expense" shall mean, for any period, (i)
consolidated interest expense of Holdings and its Subsidiaries, but excluding,
however, to the extent included in consolidated interest expense, (x) non-cash
interest expense and (y) amortization of debt issuance cost plus (ii) cash
dividends paid on all preferred stock of Holdings and its Subsidiaries (except
to the extent paid to Holdings or a Wholly-Owned Subsidiary of Holdings) during
such period, it being understood that the determination of the amounts specified
in clauses (i)(x) and (i)(y) shall be made on a consistent basis with the
methodology utilized by Holdings to determine such amounts on the Effective
Date.

            "Consolidated Net Income" shall mean, for any period, for any Person
the consolidated net income of such Person and its Subsidiaries, determined in
accordance with GAAP, for such period.

            "Consolidated Net Worth" shall mean, as at any date of
determination, the stockholders' equity of Holdings as determined in accordance
with GAAP and as would be reflected on a consolidated balance sheet of Holdings
prepared as of such date plus any 1996 Restructuring Charge deducted in
determining Consolidated Net Worth of Holdings as of such date, it being
understood that the determination of such amounts shall be made on a consistent
basis with the methodology utilized by Holdings to determine such amount on the
Effective Date.

            "Contingent Obligations" shall mean, as to any Person, any
obligation of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other monetary obligations ("primary
obligations") of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of such
Person, whether or not contingent, (a) to purchase any such primary obligation
or any property constituting direct or indirect security therefor, (b) to
advance


                                      -55-
<PAGE>

or supply funds (i) for the purchase or payment of any such primary obligation
or (ii) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (c) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (d) otherwise to assure or hold
harmless the owner of such primary obligation against loss in respect thereof,
provided however that the term Contingent Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Contingent Obligation shall be deemed to be an
amount equal to the lesser of (x) the maximum stated or determinable amount of
such Contingent Obligation and (y) the stated or determinable amount of the
primary obligation in respect of which such Contingent Obligation is made or, if
not stated or determinable, the maximum reasonably anticipated liability in
respect thereof (assuming such Person is required to perform thereunder) as
determined by such Person in good faith.

            "Continuing Bank" shall mean, at any time, each Bank whose Maturity
Date is the Final Maturity Date.

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

            "Corporate Agreement" shall mean the Corporate Agreement, dated as
of January 26, 1995, between Holdings and RJRN.

            "CP Period" shall mean the period from and including the Effective
Date to and including the CP Period Termination Date, or such later date or
other period as may be established from time to time by the Required Banks at
the request of the Borrower while the CP Period is in effect (or in each case
such earlier date as established by written notice from the Borrower to the
Payments Administrator).

            "CP Period Termination Date" shall mean the date which is one year
after the Effective Date, as the same may be extended from time to time pursuant
to the provisions of the following sentence. If within 60 days prior to the then
CP Period Termination Date, Continuing Banks holding at least 66-2/3% of the
Commitments held by Continuing Banks shall have extended the Final Maturity Date
pursuant to the terms of Section 1.17, the CP Period Termination Date then in
effect shall be automatically extended to the date which is one year after the
then CP Period Termination Date.


                                      -56-
<PAGE>

            "CP Refinancing Borrowing" shall mean any Borrowing of Loans
incurred during a CP Period, any of the proceeds of which are to be utilized to
repay Commercial Paper Outstandings, to the extent such Borrowing is identified
as such by the Borrower in the Notice of Borrowing given in respect of such
Borrowing.

            "Credit Documents" shall mean this Agreement and the Notes.

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

            "Credit Party" shall mean each of Holdings and the Borrower.

            "Credit Rating" shall mean (i) the Applicable Credit Rating assigned
by each Rating Agency, if such Applicable Credit Ratings are the same or (ii) if
the Applicable Credit Ratings assigned by the Rating Agencies differ, the higher
of the Applicable Credit Ratings assigned by the Rating Agencies, provided that
in the event the Applicable Credit Rating of any Rating Agency shall be more
than one rating level above the Applicable Credit Rating of the other Rating
Agency, the Credit Rating shall be one level below the higher Applicable Credit
Rating.

            "Cumulative Consolidated Net Income" shall mean, at any time for any
determination thereof, the sum of (i) Consolidated Net Income of Holdings for
the period (taken as one accounting period) commencing January 1, 1995 and
ending on the last day of the last fiscal quarter of Holdings then ended plus
(ii) all losses from debt retirement deducted in determining the Consolidated
Net Income of Holdings for the period referred to in clause (i) above plus (iii)
any 1996 Restructuring Charge deducted in determining Consolidated Net Income of
Holdings for the period referred to in clause (i) above.

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

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

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

            "Designated Party" shall have the meaning provided in Section 9.05.

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


                                      -57-
<PAGE>

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

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

            "Eligible Transferee" shall mean and include a commercial bank,
financial institution or other "accredited investor" (as defined in SEC
Regulation D), provided that Eligible Transferee shall not include any Person
(or any Affiliate thereof) who competes with Holdings and its Subsidiaries in
the cookie, cracker, snack food or candy business.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder. Section references to ERISA are to ERISA, as in effect at the
date of this Agreement and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

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

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

            "Eurodollar Rate" shall mean with respect to each Interest Period
for a Eurodollar Loan (or for a Spread Borrowing priced by reference to the
Eurodollar Rate), (i) the arithmetic average (rounded to the nearest 1/100 of
1%) of the offered quotation to first-class banks in the interbank Eurodollar
market by each Reference Bank for dollar deposits of amounts in same day funds
comparable to the outstanding principal amount of the Eurodollar Loan of such
Reference Bank for which an interest rate is then being determined with
maturities comparable to the Interest Period to be applicable to such Eurodollar
Loan (or in the case of such Spread Borrowing, the arithmetic average of the
offered rates for deposits in U.S. dollars for the applicable Interest Period
(or the period closest to such applicable Interest Period) which appear on the
Reuters Screen LIBO Page), determined as of 10:00 A.M. (New York time) on the
date which is two Business Days prior to the commencement of such Interest
Period, divided (and rounded upward to the next whole multiple of 1/16 of 1%) by
(ii) a percentage equal to 100% minus the then stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) applicable to any member bank of the
Federal Reserve System in respect of Eurocurrency liabilities as defined in
Regulation D (or any successor category of liabilities under Regulation D),
provided, that if one or more of the Reference Banks fails to provide the
Payments Administrator with its aforesaid rate for an Interest Period applicable
to Eurodollar Loans, then the Eurodollar


                                      -58-
<PAGE>

Rate for such Interest Period shall be determined based on the rate or rates
provided to the Payments Administrator by the other Reference Bank or Banks.

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

            "Exchange Agreement" shall mean the Exchange Agreement, dated as of
April 26, 1995, among Holdings, the Borrower and RJRN.

            "Existing Credit Agreements" shall mean (i) the Credit Agreement,
dated as of April 28, 1995, among Holdings, the Borrower, the Senior Managing
Agents and the banks party thereto, as in effect on the Effective Date, and (ii)
the Credit Agreement, dated as of November 3, 1995, among Holdings, the
Borrower, the Senior Managing Agents and the banks party thereto, as in effect
on the Effective Date.

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

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

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

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

            "Final Maturity Date" shall mean the date which is the fifth
anniversary of the Effective Date, as the same may be extended pursuant to
Section 1.17.

            "Foreign Subsidiary" shall mean each Subsidiary of RJRN (other than
any Nabisco Entity) doing business primarily outside the United States or any
state or territory thereof.

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

            "GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time; it being understood and
agreed that deter-


                                      -59-
<PAGE>

minations in accordance with GAAP for purposes of Section 8, including defined
terms as used therein, shall be made pursuant to Section 12.07(a).

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

            "Guarantor" for purposes of Section 13 of this Agreement shall mean
Holdings, to the extent not merged or consolidated with the Borrower in
accordance with Section 8.02.

            "Guaranty" shall mean the guaranty of Holdings set forth in Section
13, as the same may be supplemented, amended or modified from time to time.

            "Hedging Agreements" shall mean and include Commodities Agreements,
Currency Agreements and Interest Rate Agreements.

            "Holdings" shall have the meaning provided in the first paragraph of
this Agreement and shall also include any Person which is the surviving
corporation after giving effect to any transaction permitted by Section 8.02
involving Holdings.

            "Holdings Common Stock" shall mean each class of the common stock of
Holdings.

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

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

            "Indebtedness" of any Person shall mean (i) all indebtedness of such
Person for borrowed money, (ii) the deferred purchase price of assets or
services which in accordance with GAAP would be shown on the liability side of
the balance sheet of such Person, (iii) the face amount of all letters of credit
issued for the account of such Person and, without duplication, all drafts drawn
thereunder, (iv) all Indebtedness of a second Person secured by any Lien on any
property owned by such first Person, whether or not such Indebtedness has been
assumed, (v) all Capitalized Lease Obligations of such Person, (vi) all
obligations of such Person to pay a specified purchase price for goods or
services whether or not delivered or accepted, i.e., take-or-pay and similar
obligations, (vii) all obligations of such Person under Hedging Agreements and
(viii) all Contingent Obligations of such Person, provided that Indebtedness
shall not include or be deemed to include (x) trade payables and accrued
expenses, in each case arising in the ordinary course of business, (y)


                                      -60-
<PAGE>

any obligation of the Borrower or any Subsidiary thereof to purchase products,
services and produce utilized in its business pursuant to the RJRN Agreements or
agreements entered into in the ordinary course of business on a basis consistent
with Holdings' past practices or then current industry practices and (z) sales
of receivables of the Borrower and its Subsidiaries on a non-recourse basis, and
provided further, that (a) for the purposes of Section 9.04, the amount of
Indebtedness represented by any Hedging Agreement shall be at any time the
unrealized net loss position, if any, of the Borrower and/or its Subsidiaries
thereunder on a marked to market basis determined no more than one month prior
to such time and (b) for the purposes of determining the Indebtedness permitted
to be secured by Section 8.03(e) or outstanding under Section 8.04(i), the
amount of Indebtedness included in such determination that is attributable to
all Hedging Agreements secured or permitted thereunder, as the case may be,
shall be the Net Termination Value, if any, of all such Hedging Agreements.

            "Interest Period" shall mean with respect to (i) any Revolving Loan
constituting a Eurodollar Loan, the interest period applicable thereto as
determined pursuant to Section 1.10 and (ii) any Competitive Bid Loan, the
period from the date of the making thereof to the maturity date thereof as
specified in the respective Notice of Competitive Bid Borrowing.

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

            "Interest Rate Basis" shall mean the Eurodollar Rate and/or such
other basis for determining an interest rate as the Borrower and the Payments
Administrator may agree upon from time to time.

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

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

            "Letter of Credit Issuer" shall mean and include each Bank requested
by the Borrower to issue Letters of Credit to the extent consented to by such
Bank.

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

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


                                      -61-
<PAGE>

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

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

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

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

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

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

            "Material Subsidiary" shall mean and include, at any time, the
Borrower and each other Subsidiary of Holdings to the extent that (x) the
aggregate consolidated book value of the assets of such Subsidiary is equal to
or more than $300,000,000 or (y) the revenues of such Subsidiary during its then
most recently ended fiscal year were equal to or more than $200,000,000.

            "Maturity Date" shall mean, with respect to each Bank, the date
which is the fifth anniversary of the Effective Date, as the same may be
extended for such Bank pursuant to Section 1.17.

            "Maximum Investment Grade Period" shall mean any period during which
the Credit Rating is, or is at any level above, the Maximum Investment Grade
Rating.

            "Maximum Investment Grade Rating" shall mean the rating assigned by
each Rating Agency which is at least one or more levels above the Increased
Investment Grade Rating, it being understood that as of the date of this
Agreement the lowest "Maximum Investment Grade Rating" of S&P is BBB+ and the
lowest "Maximum Investment Grade Rating" of Moody's is Baa1.

            "Minimum Borrowing Amount" shall mean (i) with respect to a
Borrowing of Revolving Loans, $25,000,000 and (ii) with respect to a Borrowing
of Swingline Loans, $5,000,000.


                                      -62-
<PAGE>

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

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

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

            "Nabisco Biscuit Division" shall mean the portion of the business of
Holdings and its Subsidiaries engaged in the manufacture and sale of crackers
and cookies in the United States.

            "Nabisco Entity" shall mean Holdings and its Subsidiaries.

            "Nabisco Ltd" shall mean Nabisco Ltd, a Canadian corporation.

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

            "New Bank" shall have the meaning provided in Section 1.16.

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

            "1996 Restructuring Charge" shall mean the restructuring expenses
and related costs and expenses in an aggregate amount not in excess of
$500,000,000 recorded or accrued during Holdings' 1996 fiscal year.

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

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


                                      -63-
<PAGE>

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

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

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

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

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

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

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

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

            "Payments Administrator's Office" shall mean the office of the
Payments Administrator located at One Chase Manhattan Plaza, New York, New York
10081, or such other office in New York City as the Payments Administrator may
hereafter designate in writing as such to the other parties hereto.

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

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

            "Permitted Commodities Agreement" shall mean any Commodities
Agreement entered into in the ordinary course of business by any Subsidiary of
the Borrower to the extent consistent with the practices of the Borrower and its
Subsidiaries prior to the Effective Date or with then current practices in the
industry.


                                      -64-
<PAGE>

            "Permitted Currency Agreement" shall mean any Currency Agreement
entered into in the ordinary course of business by any Subsidiary of the
Borrower to the extent consistent with the practices of the Borrower and its
Subsidiaries prior to the Effective Date or with then current practices in the
industry, provided that no domestic Subsidiary (other than domestic Subsidiaries
of the Borrower all or substantially all of the business and operations of which
are conducted outside the United States) may be an obligor under or a guarantor
of any such Currency Agreements entered into after the Effective Date.

            "Permitted Obligations" shall mean and include obligations (i) to
pay taxes, (ii) to pay import duties, to post customs bonds and otherwise in
connection with customs and trade laws, (iii) to purchase equipment or fixtures
and otherwise in connection with capital expenditures, (iv) in connection with
the importation or purchase of products or goods for use in the day-to-day
operations of the Borrower and its Subsidiaries consistent with the Borrower's
practices in effect prior to the Effective Date or with then current practices
in the industry, (v) to make utility payments, (vi) in connection with worker's
compensation obligations or other employee disability obligations, (vii) to
provide credit support for any of the foregoing, (viii) in respect of employee
loans made in connection with transfers and (ix) to provide credit support for
suppliers and distributors in the ordinary course of business.

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

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

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

            "Reference Banks" shall mean BTCo, Chase and Citibank.

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

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


                                      -65-
<PAGE>

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

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

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

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

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

            "Required Banks" shall mean at any time either (A) (i) the Majority
SMA plus (ii) Non-Defaulting Banks (including any of the Senior Managing Agents)
holding more than 50% of the Adjusted Total Commitment (or, if the Total
Commitment has been terminated, of the Adjusted Total Commitment as in effect
immediately prior to such termination), or (B) Non-Defaulting Banks holding more
than 66-2/3% of the Adjusted Total Commitment (or, if the Total Commitment has
been terminated, of the Adjusted Total Commitment as in effect immediately prior
to such termination).

            "Response Date" shall have the meaning provided in Section 1.17.

            "Restricted Payments" shall have the meaning provided in Section
8.05.

            "Restricted Sales" shall mean and include the sale or other
disposition, whether such sale or disposition is of capital stock or assets, by
Holdings or any of its Subsidiaries to any Person other than the Borrower or a
Wholly-Owned Subsidiary of the Borrower in one or more transactions of all or
substantially all or any substantial portion of the assets (other than (i)
inventory and equipment to the extent sold or disposed of in the ordinary course
of business and (ii) receivables pursuant to any receivables facilities of the
Borrower and its Subsidiaries) of the Nabisco Biscuit Division as constituted on
the Effective Date, provided that Restricted Sales shall not include any
issuance by Holdings or the Borrower of its capital stock.

            "Restructuring Charge Quarter" shall mean any fiscal quarter of
Holdings during its 1996 fiscal year in which it has taken some or all of the
1996 Restructuring Charge.


                                      -66-
<PAGE>

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

            "RJRN" shall mean RJR Nabisco, Inc., a Delaware corporation.

            "RJRN Agreements" shall mean, collectively, the Corporate Agreement,
the Services Agreement, the Tax Sharing Agreement and the Exchange Agreement.

            "RJRN Entity" shall mean RJRN Holdings and each Subsidiary of RJRN
other than Holdings and any of its Subsidiaries.

            "RJRN Holdings" shall mean RJR Nabisco Holdings Corp., a Delaware
corporation.

            "S&P" shall mean Standard & Poor's Ratings Group, a Division of The
McGraw-Hill Companies, Inc., or any successor corporation thereto.

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

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

            "Senior Managing Agent" shall mean and include BTCo, Chase, Citibank
and Fuji, and any successor to any thereof appointed pursuant to Section 11.09.

            "Services Agreement" shall mean the Intercompany Services and
Operating Agreement, dated as of January 26, 1995, between Holdings and RJRN.

            "Specified Permitted Existing Debt" shall mean the Indebtedness
existing as of the Effective Date as described in Annex IV and such other
Indebtedness of Subsidiaries of the Borrower existing as of the Effective Date
and not so listed in an aggregate principal amount not to exceed $10,000,000.

            "Spread" shall mean a percentage per annum (rounded to the nearest
 .0001%) in excess of, or less than, an Interest Rate Basis.

            "Spread Borrowing" shall mean a Competitive Bid Borrowing with
respect to which the Borrower has requested the Banks to make Competitive Bid
Loans at a Spread over or under a specified Interest Rate Basis.

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


                                      -67-
<PAGE>

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

            "Swingline Commitment" shall mean for each Swingline Lender,
$30,000,000.

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

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

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

            "Tax Sharing Agreement" shall mean the agreement, dated as of
January 26, 1995, as amended on March 23, 1995, between Holdings and RJRN.

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

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

            "364 DF Credit Agreement" shall mean the Credit Agreement, dated as
of the date hereof, among Holdings, the Borrower and the lending institutions
party thereto relating to initial commitments aggregating $1,500,000,000, as the
same may be modified, supplemented or amended from time to time.

            "Total Adjusted Utilization Amount" at any time shall mean the Total
Utilization Amount at such time less the aggregate principal amount of all Loans
made by Defaulting Banks outstanding at such time.

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


                                      -68-
<PAGE>

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

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

            "Total Utilization Amount" shall mean at any time the sum of (i) the
aggregate outstanding principal amount of all Revolving Loans, Competitive Bid
Loans and Swingline Loans plus (ii) all Letter of Credit Outstandings plus (iii)
the Commercial Paper Outstandings.

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

            "UCC" shall mean the Uniform Commercial Code.

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

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

            "Utilization Fee" shall have the meaning provided in Section
3.01(b).

            "Utilization Period" shall mean each of the following periods to the
extent that during such period the average daily Total Utilization Amount
exceeds 50% of the average daily Total Commitment: (i) the period from and
including the Effective Date to and including December 31, 1996, (ii) each
successive three month period thereafter; and (iii) if the Total Commitment is
terminated during any such period, the period from and including the first day
of such period to and including the day on which the Total Commitment is
terminated.

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


                                      -69-
<PAGE>

tion, shall be deemed a Wholly-Owned Subsidiary of the Credit Parties so long as
at least 95% of its capital stock is owned, directly or indirectly, by the
Borrower.

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

            SECTION 11. The Senior Managing Agents.

            11.01 Appointment. Each Bank hereby irrevocably designates and
appoints BTCo, Chase, Citibank and Fuji as Senior Managing Agents (such term to
include any of the Senior Managing Agents acting as Payments Administrator) of
such Bank to act as specified herein and in the other Credit Documents, and each
such Bank hereby irrevocably authorizes BTCo, Chase, Citibank, Fuji, as the
Senior Managing Agents for such Bank, to take such action on its behalf under
the provisions of this Agreement and the other Credit Documents and to exercise
such powers and perform such duties as are expressly delegated to the respective
Senior Managing Agents by the terms of this Agreement and the other Credit
Documents, together with such other powers as are reasonably incidental thereto.
Each Senior Managing Agent agrees to act as such upon the express conditions
contained in this Section 11. Notwithstanding any provision to the contrary
elsewhere in this Agreement, no Senior Managing Agent shall have any duties or
responsibilities, except those expressly set forth herein or in the other Credit
Documents, or any fiduciary relationship with any Bank, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against any Senior Managing
Agent. The provisions of this Section 11 are solely for the benefit of the
Senior Managing Agents and the Banks, and no Credit Party shall have any rights
as a third party beneficiary of any of the provisions hereof, provided that
Holdings shall have the rights granted to it pursuant to Section 11.09. In
performing its functions and duties under this Agreement, each Senior Managing
Agent shall act solely as agent of the Banks and does not assume and shall not
be deemed to have assumed any obligation or relationship of agency or trust with
or for either Credit Party. No Managing Agent, Lead Manager, Manager or
Co-Manager shall have any duties or obligations in its capacity as such under
this Agreement.

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

            11.03 Exculpatory Provisions. No Senior Managing Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or affiliates
shall be (i) liable for


                                      -70-
<PAGE>

any action lawfully taken or omitted to be taken by it or such Person under or
in connection with this Agreement (except for its or such Person's own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Banks for any recitals, statements, representations or warranties made by
Holdings, any Subsidiary or any of their respective officers contained in this
Agreement, any other Credit Document or in any certificate, report, statement or
other document referred to or provided for in, or received by any Senior
Managing Agent under or in connection with, this Agreement or any other Credit
Document or for any failure of Holdings or any Subsidiary or any of their
respective officers to perform its obligations hereunder or thereunder. No
Senior Managing Agent shall be under any obligation to any Bank to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement, or to inspect the properties,
books or records of Holdings or any Subsidiary. No Senior Managing Agent shall
be responsible to any Bank for the effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of this Agreement or any Credit
Document or for any representations, warranties, recitals or statements made
herein or therein or made in any written or oral statement or in any financial
or other statements, instruments, reports, certificates or any other documents
in connection herewith or therewith furnished or made by any Senior Managing
Agent to the Banks or by or on behalf of the Borrower to any Senior Managing
Agent or any Bank or be required to ascertain or inquire as to the performance
or observance of any of the terms, conditions, provisions, covenants or
agreements contained herein or therein or as to the use of the proceeds of the
Loans or of the existence or possible existence of any Default or Event of
Default.

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


                                      -71-
<PAGE>

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

            11.06 Non-Reliance on Senior Managing Agents and Other Banks. Each
Bank expressly acknowledges that no Senior Managing Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates have
made any representations or warranties to it and that no act by any Senior
Managing Agent hereafter taken, including any review of the affairs of Holdings
or any Subsidiary, shall be deemed to constitute any representation or warranty
by any Senior Managing Agent to any Bank. Each Bank represents to each Senior
Managing Agent that it has, independently and without reliance upon any Senior
Managing Agent or any other Bank, and based on such documents and information as
it has deemed appropriate, made its own appraisal of and investigation into the
business, assets, operations, property, financial and other conditions,
prospects and creditworthiness of Holdings and its Subsidiaries and made its own
decision to make its Loans hereunder and enter into this Agreement. Each Bank
also represents that it will, independently and without reliance upon any Senior
Managing Agent or any other Bank, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement,
and to make such investigation as it deems necessary to inform itself as to the
business, assets, operations, property, financial and other condition, prospects
and creditworthiness of Holdings and its Subsidiaries. Except for notices,
reports and other documents expressly required to be furnished to the Banks by
the Payments Administrator hereunder, no Senior Managing Agent shall have any
duty or responsibility to provide any Bank with any credit or other information
concerning the business, operations, assets, property, financial and other
conditions, prospects or creditworthiness of Holdings or any Subsidiary which
may come into the possession of such Senior Managing Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates.

            11.07 Indemnification. The Banks agree to indemnify each Senior
Managing Agent in its capacity as such ratably according to their aggregate
Commitments (or, if the Total Commitment has been terminated, their aggregate
Commitments as in effect


                                      -72-
<PAGE>

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

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

            11.09 Successor Senior Managing Agents. Any Senior Managing Agent
may resign as a Senior Managing Agent upon 20 days' notice to the Banks,
provided that prior to, and as a condition of, the last remaining Senior
Managing Agent so resigning, the Required Banks shall appoint from among the
Banks a successor Senior Managing Agent for the Banks subject to prior approval
by Holdings (such approval not to be unreasonably withheld, provided that such
Bank agrees to assume the Swingline Commitment of such Senior Managing Agent in
full), whereupon such successor agent shall succeed to the rights, powers and
duties of the Senior Managing Agents, and the term "Senior Managing Agents"
shall include such successor agent effective upon its appointment, and the
resigning Senior Managing Agent's rights, powers and duties as a Senior Managing
Agent shall be terminated, without any other or further act or deed on the part
of such former Senior Managing Agent or any of the parties to this Agreement.
After any retiring Senior Managing Agent's resignation hereunder as a Senior
Managing Agent, the provisions of this


                                      -73-
<PAGE>

Section 11 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was a Senior Managing Agent under this Agreement.

            SECTION 12. Miscellaneous.

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

            12.02 Right of Setoff. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence of an Event of Default, each Bank is hereby
authorized at any time or from time to time, without presentment, demand,
protest or other notice of any kind to either Credit Party or to any other
Person, any such notice being hereby expressly waived, to set off and to
appropriate and apply any and all deposits (general or special) and any other
Indebtedness at any time held or owing by such Bank (including, without
limitation, by branches and agencies of such Bank wherever located) to or for
the credit or the account of either Credit Party against and on account of the
Obligations and liabilities of such Credit Party to such Bank under this
Agreement or under any of the other Credit Documents, including, without
limitation, all interests in Obligations of such Credit Party purchased by


                                      -74-
<PAGE>

such Bank pursuant to Section 12.06(b), and all other claims of any nature or
description arising out of or connected with this Agreement or any other Credit
Document, irrespective of whether or not such Bank shall have made any demand
hereunder and although said Obligations, liabilities or claims, or any of them,
shall be contingent or unmatured.

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

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

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

            (A) Assignments. Each Bank may assign pursuant to an Assignment
      Agreement substantially in the form of Exhibit D-2 hereto (each, an
      "Assignment Agreement") all or a portion of its rights and obligations
      hereunder pursuant to this clause (b)(A) to (x) one or more Banks or (y)
      one or more other Eligible Transferees, provided that (i) the consent of
      the Borrower shall be required in connection with any assignment pursuant
      to clause (x) or (y) above (which consent shall not be unreasonably
      withheld or delayed) and (ii) any such assignment pursuant to clause (y)
      above shall be in the aggregate amount of at least (I) in the event of an
      assignment relating to this Agreement only, $10,000,000, except to the
      extent that after giving effect to any such assignment the assigning Bank
      shall have reduced its Commitment to zero and (II) in the event of an
      assignment relating this Agreement and the 364 DF Credit Agreement,
      $5,000,000, provided, that the


                                      -75-
<PAGE>

      aggregate amount of such assignment under this Agreement and the 364 DF
      Credit Agreement is at least $10,000,000, except to the extent that after
      giving effect to any such assignment the assigning Bank shall have reduced
      its Commitment hereunder to zero. Any assignment to another Bank pursuant
      to this clause (b)(A) will become effective upon the payment to the
      Payments Administrator by (I) either the assigning or the assignee Bank or
      (II) in the case of an assignment pursuant to Section 1.14, the
      Replacement Bank, of a nonrefundable assignment fee of $2,500 and the
      recording by the Payments Administrator of such assignment, and the
      resultant effects thereof on the Commitments of the assigning Bank and the
      assignee Bank, in the Register, the Payments Administrator hereby agreeing
      to effect such recordation no later than five Business Days after its
      receipt of a written notification by the assigning Bank and the assignee
      Bank of the proposed assignment, provided that the Payments Administrator
      shall not be required to, and shall not, so record any assignment in the
      Register on or after the date on which any proposed amendment,
      modification or supplement in respect of this Agreement has been
      circulated to the Banks for approval until the earlier of (x) the
      effectiveness of such amendment, modification or supplement in accordance
      with Section 12.12 or (y) 30 days following the date on which such
      proposed amendment, modification or supplement was circulated to the
      Banks. Assignments pursuant to this clause (b)(A) to any Person not
      theretofore a Bank hereunder will only be effective if the Payments
      Administrator shall have received a written notice in the form of Exhibit
      D-1 hereto from the assigning Bank and the assignee Bank and payment of a
      nonrefundable assignment fee of $2,500 to the Payments Administrator
      (provided, that in the event of simultaneous assignments relating to this
      Agreement and the 364 DF Credit Agreement, the fees for such assignment
      shall total $2,500) by (I) either the assigning or the assignee Bank or
      (II) in the case of an assignment pursuant to Section 1.14, the
      Replacement Bank. No later than five Business Days after its receipt of
      such written notice, the Payments Administrator will record such
      assignment, and the resultant effects thereof on the Commitment of the
      assigning Bank, in the Register, at which time such assignment shall
      become effective, provided that the Payments Administrator shall not be
      required to, and shall not, so record any assignment in the Register on or
      after the date on which any proposed amendment, modification or supplement
      in respect of this Agreement has been circulated to the Banks for approval
      until the earlier of (x) the effectiveness of such amendment, modification
      or supplement in accordance with Section 12.12 or (y) 30 days following
      the date on which such proposed amendment, modification or supplement was
      circulated to the Banks. Upon the effectiveness of any assignment pursuant
      to this clause (b)(A), (x) the assignee will become a "Bank" for all
      purposes of this Agreement and the other Credit Documents with a
      Commitment as so recorded by the Payments Administrator in the Register,
      and to the extent of such assignment, the assigning Bank shall be relieved
      of its obligations hereunder with respect to the portion of its Commitment
      being assigned and (y) if such


                                      -76-
<PAGE>

      assignment occurs after the Effective Date, the Borrower shall issue new
      Notes (in exchange for the Note of the assigning Bank) to the assigning
      Bank (to the extent such Bank's Commitment is not reduced to zero as a
      result of such assignment) and to the assignee Bank, in each case to the
      extent requested by the assigning Bank or assignee Bank, as the case may
      be, in conformity with the requirements of Section 1.06 to the extent
      needed to reflect the revised Commitments of such Banks. The Payments
      Administrator will prepare on the last Business Day of each calendar
      quarter during which an assignment has become effective pursuant to this
      clause (b)(A) a new Annex I giving effect to all such assignments effected
      during such quarter and will promptly provide same to the Borrower and
      each of the Banks.

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

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


                                      -77-
<PAGE>

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

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

            12.06 Payments Pro Rata. (a) The Payments Administrator agrees that
promptly after its receipt of each payment from or on behalf of either Credit
Party in respect of any Obligations of such Credit Party, it shall, except as
otherwise provided in this Agreement (or to the extent waived by any Bank),
distribute such payment to the Banks pro rata based upon their respective
shares, if any, of the Obligations with respect to which such payment was
received.

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


                                      -78-
<PAGE>

shall be rescinded and the purchase price restored to the extent of such
recovery, but without interest.

            12.07 Calculations; Computations. (a) The financial statements to be
furnished to the Banks pursuant hereto shall be made and prepared in accordance
with GAAP consistently applied throughout the periods involved (except as set
forth in the notes thereto or as otherwise disclosed in writing by the Borrower
to the Banks), provided that, except as otherwise specifically provided herein,
all computations determining compliance with Section 8, including definitions
used therein, shall utilize accounting principles and policies in effect at the
time of the preparation of, and in conformity with those used to prepare, the
historical financial statements referred to in Section 6.09(b), provided that in
the event GAAP shall be modified from that in effect at the time of the
preparation of such financial statements, the Borrower shall be entitled to
utilize GAAP, as so modified, for purposes of such computations to the extent
that (x) the Borrower gives the Banks 30 days' prior written notice of such
proposed modification and (y) prior thereto the Borrower and the Majority SMA
shall have agreed upon adjustments, if any, to Sections 8.03(e), 8.04(i), 8.05,
8.07, 8.08 and 8.09 (and the definitions used therein) the sole purpose of which
shall be to give effect to such proposed change (it being understood and agreed
that to the extent that the Borrower and the Majority SMA cannot agree on
appropriate adjustments to such Sections (or that no adjustments are necessary),
the proposed change may not be effected), and provided further, that (i) if at
any time the computations determining compliance with Section 8 utilize
accounting principles different from those utilized in the financial statements
furnished to the Banks, such financial statements shall be accompanied by
reconciliation work-sheets and (ii) in the event that the obligations and
related receivables under any of the existing receivables facilities of the
Borrower and its Subsidiaries or under any replacement facilities (to the extent
Liens created thereunder do not attach to assets not subject to Liens under the
receivables facility being replaced) are no longer given off-balance sheet
treatment, any such obligations, the interest expense or discount thereon and
related receivables under such existing or replacement receivables facility
shall continue to receive off-balance sheet treatment for purposes of
determining compliance with Section 8.

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

            (c) All determinations of the Stated Amount of Letters of Credit and
of the principal amount of Unpaid Drawings, in each case to the extent
denominated in a currency other than U.S. dollars, shall be made by converting
same into U.S. dollars at (x) if a Currency Agreement has been entered into by
the Borrower and/or any of its Subsidiaries in connection with such
Indebtedness, and is in effect at the time of such determination, the rate
provided in such Currency Agreement, provided that this clause (x) shall not be
applicable (I) unless the Payments Administrator has received sufficient
information from the Borrower to determine the exchange rate established by such
Currency Agreement and


                                      -79-
<PAGE>

the duration thereof, or (II) to any determination of the Borrower's obligation
to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a
currency other than U.S. dollars, (y) in the case of a determination of the
Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of
Credit denominated in a currency other than U.S. dollars, the spot exchange rate
for the currency in question of the Letter of Credit Issuer on the date of such
Drawing or (z) if the provisions of the foregoing clauses (x) and (y) are not
applicable, the "official" exchange rate, if applicable, or the spot exchange
rate for the currency in question calculated by the Payments Administrator on
the last Business Day of each calendar month and at such other times as the
Payments Administrator elects to make such determination, it being understood
that the Payments Administrator shall have no obligation to make any such other
determinations. The Payments Administrator will promptly notify the Borrower and
each Letter of Credit Issuer of its determinations hereunder.

            12.08 Governing Law; Submission to Jurisdiction; Venue. (a) THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding
with respect to this Agreement or any other Credit Document may be brought in
the courts of the State of New York or of the United States for the Southern
District of New York, and, by execution and delivery of this Agreement, each
Credit Party hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. Each Credit Party further irrevocably consents to the service of process
out of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
the respective Credit Party at its address for notices pursuant to Section
12.03, such service to become effective 30 days after such mailing. Each Credit
Party hereby irrevocably appoints Nabisco International, Inc., located at 345
Park Avenue, New York, New York 10154 as its agent for service of process in
respect of any such action or proceeding. Nothing herein shall affect the right
of any Senior Managing Agent or any Bank to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
either Credit Party in any other jurisdiction.

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

            12.09 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together


                                      -80-
<PAGE>

constitute one and the same instrument. A set of counterparts executed by all
the parties hereto shall be lodged with Holdings and the Payments Administrator.

            12.10 Effectiveness. The Payments Administrator will give Holdings
and each Bank prompt written notice of the occurrence of the Effective Date.

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

            12.12 Amendment or Waiver. Except for deemed amendments provided for
in Section 9.04, neither this Agreement nor any other Credit Document nor any
terms hereof or thereof may be changed, waived, discharged or terminated unless
such change, waiver, discharge or termination is in writing signed by the
Required Banks, provided that (x) no such change, waiver, discharge or
termination shall, without the consent of each Bank (other than a Defaulting
Bank) with Obligations being directly affected thereby, (i) extend the scheduled
final maturity of any Loan or Note, or any portion thereof, or reduce the rate
or extend the time of payment of interest (other than as a result of waiving the
applicability of any post-default increase in interest rates) thereon or Fees or
reduce the principal amount thereof, or increase the Commitment of any Bank over
the amount thereof then in effect (it being understood that a waiver of any
Default or Event of Default or of a mandatory reduction in the Total Commitment
shall not constitute a change in the terms of the Commitment of any Bank), (ii)
release the Guaranty, (iii) amend, modify or waive any provision of this
Section, or Section 1.11, 1.12, 1.17, 2.05, 4.04, 9.01, 11.07, 12.01, 12.02,
12.04, 12.06, 12.07(b) or 12.15, (iv) reduce any percentage specified in, or
otherwise modify, the definition of Required Banks or (v) consent to the
assignment or transfer by either Credit Party of any of its rights and
obligations under this Agreement; and (y) the financial covenants set forth in
Sections 8.03(e), 8.04(i), 8.05, 8.07, 8.08 and 8.09 (and the defined terms used
therein) may be adjusted with the consent of Holdings, the Borrower and the
Majority SMA to the extent provided in Sections 7.09 and 12.07(a). No provision
of Section 11 may be amended or modified without the consent of any Senior
Managing Agent adversely affected thereby. The obligations of Swingline Lenders
to make Swingline Loans, the terms of any such Swingline Loans and the
obligations of the other Banks to fund Mandatory Borrowings shall not be amended
or modified without the consent of the Swingline Lenders. The terms of Section 2
shall not be amended or modified without the consent of any Letter of Credit
Issuer adversely affected thereby.

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


                                      -81-
<PAGE>

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

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

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

            SECTION 13. Guaranty.

            13.01 The Guaranty. In order to induce the Banks to enter into this
Agreement and to extend credit hereunder and in recognition of the direct
benefits to be received by the Guarantor from the proceeds of the Loans and the
issuance of the Letters of Credit, the Guarantor hereby agrees with the Banks as
follows: the Guarantor hereby unconditionally and irrevocably guarantees as
primary obligor and not merely as surety the full and prompt payment when due,
whether upon maturity, by acceleration or otherwise, of any and all indebtedness
of the Borrower to the Banks. If any or all of the indebtedness


                                      -82-
<PAGE>

of the Borrower to the Banks becomes due and payable hereunder, the Guarantor
unconditionally promises to pay such indebtedness to the Banks, or order, on
demand, together with any and all expenses which may be incurred by the Senior
Managing Agents or the Banks in collecting any of the indebtedness. The word
"indebtedness" is used in this Section 13 in its most comprehensive sense and
includes any and all advances, debts, obligations and liabilities of the
Borrower arising in connection with this Agreement and any other Credit
Document, in each case, heretofore, now, or hereafter made, incurred or created,
whether voluntarily or involuntarily, absolute or contingent, liquidated or
unliquidated, determined or undetermined, whether or not such indebtedness is
from time to time reduced, or extinguished and thereafter increased or incurred,
whether the Borrower may be liable individually or jointly with others, whether
or not recovery upon such indebtedness may be or hereafter become barred by any
statute of limitations, and whether or not such indebtedness may be or hereafter
become otherwise unenforceable.

            13.02 Bankruptcy. Additionally, the Guarantor unconditionally and
irrevocably guarantees the payment of any and all indebtedness of the Borrower
to the Banks whether or not due or payable by the Borrower upon the occurrence
in respect of the Borrower of any of the events specified in Section 9.05, and
unconditionally promises to pay such indebtedness to the Banks, or order, on
demand, in lawful money of the United States.

            13.03 Nature of Liability. The liability of the Guarantor hereunder
is exclusive and independent of any security for or other guaranty of the
indebtedness of the Borrower whether executed by the Guarantor, any other
guarantor or by any other party, and the liability of the Guarantor hereunder
shall not be affected or impaired by (a) any direction as to application of
payment by the Borrower or by any other party, or (b) any other continuing or
other guaranty, undertaking or maximum liability of a guarantor or of any other
party as to the indebtedness of the Borrower, or (c) any payment on or in
reduction of any such other guaranty or undertaking, or (d) any dissolution,
termination or increase, decrease or change in personnel by the Borrower, or (e)
any payment made to the Senior Managing Agents or the Banks on the indebtedness
which the Senior Managing Agents or such Banks repay the Borrower pursuant to
court order in any bankruptcy, reorganization, arrangement, moratorium or other
debtor relief proceeding, and the Guarantor waives any right to the deferral or
modification of its obligations hereunder by reason of any such proceeding.

            13.04 Independent Obligation. The obligations of the Guarantor
hereunder are independent of the obligations of any other guarantor or the
Borrower, and a separate action or actions may be brought and prosecuted against
the Guarantor whether or not action is brought against any other guarantor or
the Borrower and whether or not any other guarantor or the Borrower be joined in
any such action or actions. The Guarantor waives, to the fullest extent
permitted by law, the benefit of any statute of limitations affecting its


                                      -83-
<PAGE>

liability hereunder or the enforcement thereof. Any payment by the Borrower or
other circumstance which operates to toll any statute of limitations as to the
Borrower shall operate to toll the statute of limitations as to the Guarantor.

            13.05 Authorization. The Guarantor authorizes the Senior Managing
Agents and the Banks without notice or demand (except as shall be required by
applicable statute and cannot be waived), and without affecting or impairing its
liability hereunder, from time to time to (a) renew, compromise, extend,
increase, accelerate or otherwise change the time for payment of, or otherwise
change the terms of, the indebtedness or any part thereof in accordance with
this Agreement, including any increase or decrease of the rate of interest
thereon, (b) take and hold security from any guarantor or any other party for
the payment of this guaranty or the indebtedness and exchange, enforce, waive
and release any such security, (c) apply such security and direct the order or
manner of sale thereof as the Senior Managing Agents and the Banks in their
discretion may determine and (d) release or substitute any one or more
endorsers, guarantors, the Borrower or other obligors.

            13.06 Reliance. It is not necessary for the Senior Managing Agents
or the Banks to inquire into the capacity or powers of the Borrower or its
Subsidiaries or the officers, directors, partners or agents acting or purporting
to act on its behalf, and any indebtedness made or created in reliance upon the
professed exercise of such powers shall be guaranteed hereunder.

            13.07 Subordination. Any indebtedness of the Borrower now or
hereafter held by the Guarantor is hereby subordinated to the indebtedness of
the Borrower to the Senior Managing Agents and the Banks; and such indebtedness
of the Borrower to the Guarantor, if any Senior Managing Agent, after an Event
of Default has occurred, so requests, shall be collected, enforced and received
by the Guarantor as trustee for the Banks and be paid over to the Banks on
account of the indebtedness of the Borrower to the Banks, but without affecting
or impairing in any manner the liability of the Guarantor under the other
provisions of this Guaranty. Prior to the transfer by the Guarantor of any note
or negotiable instrument evidencing any indebtedness of the Borrower to the
Guarantor, the Guarantor shall mark such note or negotiable instrument with a
legend that the same is subject to this subordination.

            13.08 Waiver. (a) The Guarantor waives any right (except as shall be
required by applicable statute and cannot be waived) to require the Senior
Managing Agents or the Banks to (a) proceed against the Borrower, any other
guarantor or any other party, (b) proceed against or exhaust any security held
from the Borrower, any other guarantor or any other party or (c) pursue any
other remedy in the Senior Managing Agents' or the Banks' power whatsoever. The
Guarantor waives any defense based on or arising out of any defense of the
Borrower, any other guarantor or any other party other than payment


                                      -84-
<PAGE>

in full of the indebtedness, including, without limitation, any defense based on
or arising out of the disability of the Borrower, any other guarantor or any
other party, or the unenforceability of the indebtedness or any part thereof
from any cause, or the cessation from any cause of the liability of the Borrower
other than payment in full of the indebtedness. The Senior Managing Agents and
the Banks may, at their election, foreclose on any security held by the Senior
Managing Agents or the Banks by one or more judicial or nonjudicial sales,
whether or not every aspect of any such sale is commercially reasonable (to the
extent such sale is permitted by applicable law), or exercise any other right or
remedy the Senior Managing Agents and the Banks may have against the Borrower or
any other party, or any security, without affecting or impairing in any way the
liability of the Guarantor hereunder except to the extent the indebtedness has
been paid. The Guarantor waives any defense arising out of any such election by
the Senior Managing Agents and the Banks, even though such election operates to
impair or extinguish any right of reimbursement or subrogation or other right or
remedy of the Guarantor against the Borrower or any other party or any security.
Until all indebtedness of the Borrower to the Banks shall have been paid in
full, the Guarantor shall not have any right of subrogation, and waives any
right to enforce any remedy which the Senior Managing Agents and the Banks now
have or may hereafter have against the Borrower, and waives any benefit of, and
any right to participate in, any security now or hereafter held by the Senior
Managing Agents and the Banks.

            (b) The Guarantor waives all presentments, demands for performance,
protests and notices, including, without limitation, notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this Guaranty,
and notices of the existence, creation or incurring of new or additional
indebtedness. The Guarantor assumes all responsibility for being and keeping
itself informed of the Borrower's financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the indebtedness and
the nature, scope and extent of the risks which the Guarantor assumes and incurs
hereunder, and agrees that the Senior Managing Agents and the Banks shall have
no duty to advise the Guarantor of information known to them regarding such
circumstances or risks.

            13.09 Limitation on Enforcement. The Banks agree that this Guaranty
may be enforced only by the action of a Senior Managing Agent acting upon the
instructions of the Required Banks and that no Bank shall have any right
individually to seek to enforce or to enforce this Guaranty, it being understood
and agreed that such rights and remedies may be exercised by each Senior
Managing Agent for the benefit of the Banks upon the terms of this Agreement.

                        *          *          *


                                      -85-