<PAGE>

                                                                    Exhibit 10.2

                             364 DF 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...................................................  2
        1.03  Notice of Borrowing of Revolving Loans.........................  2
        1.04  Competitive Bid Borrowings.....................................  3
        1.05  Disbursement of Funds..........................................  5
        1.06  Notes; Register................................................  6
        1.07  Conversions....................................................  6
        1.08  Pro Rata Borrowings............................................  7
        1.09  Interest.......................................................  7
        1.10  Interest Periods...............................................  8
        1.11  Increased Costs, Illegality, etc...............................  9
        1.12  Compensation................................................... 11
        1.13  Change of Lending Office....................................... 12
        1.14  Replacement of Banks........................................... 12
        1.15  Notice of Certain Costs........................................ 13
        1.16  Commitment Increases........................................... 13

SECTION 2.   Fees; Commitments............................................... 14

        2.01  Fees........................................................... 14
        2.02  Voluntary Reduction of Commitments............................. 15
        2.03  Mandatory Reduction of Commitments, etc........................ 15

SECTION 3.   Payments........................................................ 15

        3.01  Voluntary Prepayments.......................................... 15
        3.02  Mandatory Prepayments.......................................... 16
        3.03  Method and Place of Payment.................................... 16
        3.04  Net Payments................................................... 17


                                       (i)
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                                                                            Page
                                                                            ----

SECTION 4.  Conditions Precedent to the Effective Date....................... 19

        4.01  Execution of Agreement......................................... 19
        4.02  Notes; Effectiveness of Nabisco Credit Agreement............... 19
        4.03  Officers' Certificate.......................................... 19
        4.04  Opinions of Counsel............................................ 19
        4.05  Corporate Proceedings.......................................... 19
        4.06  Organizational Documentation, etc.............................. 19
        4.07  Adverse Change, etc............................................ 20
        4.08  Litigation..................................................... 20
        4.09    Termination of the Existing Credit Agreements................ 20

SECTION 5.  Conditions Precedent to Loans.................................... 20

        5.01  Effectiveness.................................................. 20
        5.02  No Default; Representations and Warranties..................... 20
        5.03  Notice of Borrowing, etc....................................... 21

SECTION 6.   Representations, Warranties and Agreements...................... 21

        6.01  Corporate Status............................................... 21
        6.02  Corporate Power and Authority.................................. 21
        6.03  No Violation................................................... 22
        6.04  Litigation..................................................... 22
        6.05  Use of Proceeds; Margin Regulations............................ 22
        6.06  Governmental Approvals......................................... 23
        6.07  Investment Company Act......................................... 23
        6.08  True and Complete Disclosure................................... 23
        6.09  Financial Condition; Financial Statements...................... 23
        6.10  Tax Returns and Payments....................................... 23
        6.11  Compliance with ERISA.......................................... 24
        6.12  Subsidiaries................................................... 24
        6.13  Patents, etc................................................... 24
        6.14  Pollution and Other Regulations................................ 24
        6.15  Properties..................................................... 25

SECTION 7.  Affirmative Covenants............................................ 25

        7.01  Information Covenants.......................................... 25
        7.02  Books, Records and Inspections................................. 27
        7.03  Insurance...................................................... 27
        7.04  Payment of Taxes............................................... 27
        7.05  Consolidated Corporate Franchises.............................. 27
        7.06  Compliance with Statutes, etc.................................. 28
        7.07  ERISA.......................................................... 28


                                      (ii)
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                                                                            Page
                                                                            ----

        7.08  Good Repair.................................................... 29
        7.09  End of Fiscal Years; Fiscal Quarters........................... 29
        7.10  Commercial Paper and Competitive Bid Loan Outstandings......... 29

SECTION 8.  Negative Covenants............................................... 29

        8.01  Changes in Business............................................ 29
        8.02  Consolidation, Merger, Sale of Assets, etc..................... 30
        8.03  Liens.......................................................... 30
        8.04  Indebtedness................................................... 31
        8.05  Limitation on Restricted Payments.............................. 32
        8.06  Transactions with Affiliates................................... 34
        8.07  Consolidated Net Worth......................................... 34
        8.08  Leverage Ratio................................................. 34
        8.09  Cash Interest Coverage Ratio................................... 34

SECTION 9.   Events of Default............................................... 34

        9.01  Payments....................................................... 34
        9.02  Representations, etc........................................... 34
        9.03  Covenants...................................................... 34
        9.04  Default Under Other Agreements................................. 35
        9.05  Bankruptcy, etc................................................ 35
        9.06  ERISA.......................................................... 36
        9.07  Judgments...................................................... 36
        9.08  Guaranty....................................................... 37

SECTION 10.  Definitions..................................................... 38

SECTION 11.  The Senior Managing Agents...................................... 55

        11.01  Appointment................................................... 55
        11.02  Delegation of Duties.......................................... 56
        11.03  Exculpatory Provisions........................................ 56
        11.04  Reliance by Senior Managing Agents............................ 57
        11.05  Notice of Default............................................. 57
        11.06  Non-Reliance on Senior Managing Agents and Other Banks........ 57
        11.07  Indemnification............................................... 58
        11.08  Senior Managing Agents in Their Individual Capacities......... 59
        11.09  Successor Senior Managing Agents.............................. 59

SECTION 12.  Miscellaneous................................................... 59

        12.01  Payment of Expenses, etc...................................... 59
        12.02  Right of Setoff............................................... 60


                                      (iii)
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                                                                            Page
                                                                            ----

        12.03  Notices....................................................... 60
        12.04  Benefit of Agreement.......................................... 60
        12.05  No Waiver; Remedies Cumulative................................ 63
        12.06  Payments Pro Rata............................................. 64
        12.07  Calculations; Computations.................................... 64
        12.08  Governing Law; Submission to Jurisdiction; Venue.............. 65
        12.09  Counterparts.................................................. 65
        12.10  Headings Descriptive.......................................... 66
        12.11  Amendment or Waiver........................................... 66
        12.12  Survival...................................................... 66
        12.13  Domicile of Loans............................................. 66
        12.14  Confidentiality............................................... 66
        12.15  Waiver of Jury Trial.......................................... 67

SECTION 13.  Guaranty........................................................ 67

        13.01  The Guaranty.................................................. 67
        13.02  Bankruptcy.................................................... 68
        13.03  Nature of Liability........................................... 68
        13.04  Independent Obligation........................................ 68
        13.05  Authorization................................................. 68
        13.06  Reliance...................................................... 69
        13.07  Subordination................................................. 69
        13.08  Waiver........................................................ 69
        13.09  Limitation on Enforcement..................................... 70

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-1   --   Form of Opinion of General Counsel of the Borrower
EXHIBIT B-2   --   Form of Opinion of White & Case, Special Counsel to the
                        Banks
EXHIBIT C-1   --   Form of Notice of Assignment 
EXHIBIT C-2   --   Form of Assignment Agreement 
EXHIBIT C-3   --   Form of Agreement of Commitment Increase 
EXHIBIT D     --   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 the Commitment Expiry 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 of incurrence thereof
      and after giving effect thereto and the use of the proceeds thereof that
      aggregate principal amount which, when added to 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 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 Commitment Expiry 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 then
outstanding and the aggregate Commercial Paper 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.

            1.02 Minimum Amount of Each Borrowing; Maximum Number of Borrowings.
The aggregate principal amount of each Borrowing of Revolving Loans shall not be
less than the Minimum Borrowing Amount. More than one Borrowing may be incurred
on any date; provided that at no time shall there be outstanding more than eight
Borrowings of Eurodollar Loans under this Agreement.

            1.03 Notice of Borrowing of Revolving Loans. (a) Whenever the
Borrower desires to incur Revolving Loans hereunder, 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, 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) 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 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


                                      -2-
<PAGE>

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 Commitment Expiry 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 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(b), 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


                                      -3-
<PAGE>

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.

            (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.


                                      -4-
<PAGE>

            (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, 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 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 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.


                                      -5-
<PAGE>

            (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 the 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 and Competitive Bid Loans owing to each Bank from
time to time, together with the maturity and interest rates applicable to each
such Competitive Bid Loan and other terms applicable thereto (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 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


                                      -6-
<PAGE>

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 the Borrower may make a Borrowing from an existing
Bank or a New Bank which agrees to a commitment increase pursuant to Section
1.16 on a non-pro-rata basis in an amount equal to such Bank's or New Bank's
Percentage of the Total Commitment (after giving effect to any such commitment
increase). 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 Bidder 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).

            (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.


                                      -7-
<PAGE>

            (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;

            (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;


                                      -8-
<PAGE>

            (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 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) 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 compu-


                                      -9-
<PAGE>

      tation 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 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


                                      -10-
<PAGE>

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 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


                                      -11-
<PAGE>

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) or 3.04 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 or 3.04.

            1.14 Replacement of Banks. If (x) any Bank becomes a Defaulting Bank
or otherwise defaults in its obligations to make Loans, (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 or Section 3.04 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 the Replaced Bank 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 and (b) an
amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced
Bank pursuant to Section 2.01, (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


                                      -12-
<PAGE>

assignment purchase price has been, or is concurrently being, paid) shall be
paid in full to such Replaced Bank concurrently with such replacement and (iii)
in the event that such Replaced Bank is a party to the Nabisco Credit Agreement,
the Borrower shall also take the actions specified in Section 1.14 of the
Nabisco 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 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 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 Commitment Expiry 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 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


                                      -13-
<PAGE>

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.

            SECTION 2. Fees; Commitments.

            2.01 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
Termination Date computed for each day at a rate equal to the Facility Fee
Percentage for such day multiplied by the then Commitment of such Bank (or if
after the date the Total Commitment has terminated, on the then aggregate
outstanding principal amount of Loans made by such Bank). Such Facility Fee
shall be due and payable quarterly in arrears on the 15th day of each January,
April, July and October and on the Termination Date.

            (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 Termination Date.

            (c) The Borrower shall pay the Payments Administrator for the
account of each Senior Managing Agent and each Bank the fees specified in the
accepted commitment letter, or related fee letter, executed by such Senior
Managing Agent or such Bank, as the case may be, when and as due.


                                      -14-
<PAGE>

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

            2.02 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 or in whole (or, to the extent that at such
time there are no Loans outstanding, 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 2.02 shall be in the amount of at least
$50,000,000.

            2.03 Mandatory Reduction of Commitments, etc. (a) The Total
Commitment (and the Commitment of each Bank) shall be terminated on the
Expiration 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 shall be reduced to zero.

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

            SECTION 3. Payments.

            3.01 Voluntary Prepayments. The Borrower shall have the right to
prepay Revolving 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 11:00 A.M. (New York time) one Business Day prior to such
prepayment and shall promptly be transmitted by the Payments Administrator to
each of the Banks; (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 made pursuant to a Borrowing shall
be applied pro rata among such Revolving Loans, provided


                                      -15-
<PAGE>

that at the Borrower's election in connection with any prepayment pursuant to
this Section 3.01, 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.

            3.02 Mandatory Prepayments.

            (A) Requirements. If on any date prior to the Commitment Expiry Date
the sum of the outstanding principal amount of Revolving Loans made by
Non-Defaulting Banks and Competitive Bid Loans and the aggregate amount of
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 the Revolving Loans in an
amount equal to such excess. If, after giving effect to the prepayment of all
outstanding Revolving Loans, the Aggregate Outstandings exceed the Adjusted
Total Commitment then in effect, 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.

            (B) Application. With respect to each prepayment of Loans required
by this Section 3.02, 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 preceding
clause (ii), no prepayment made pursuant to Section 3.02(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.

            3.03 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


                                      -16-
<PAGE>

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.

            3.04 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 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 3.04. The Borrower
will indemnify each Bank against, and reimburse each Bank on demand for,


                                      -17-
<PAGE>

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
3.04.

            (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 3.04(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 3.04(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 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 3.04(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
3.04(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 3.04(b).


                                      -18-
<PAGE>

            SECTION 4. Conditions Precedent to the Effective Date. This
Agreement shall become effective on the date (the "Effective Date") on which the
following conditions shall have been satisfied:

            4.01 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.

            4.02 Notes; Effectiveness of Nabisco 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 executed by the
Borrower in the amount, maturity and as otherwise provided herein and (ii) the
Effective Date under, and as defined in, the Nabisco Credit Agreement shall have
occurred.

            4.03 Officers' 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 4.02, 4.07, 4.09 and 5 exist as of
such date.

            4.04 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 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 B-1 hereto and (ii) White & Case, special counsel to the Banks, which
opinion shall cover the matters contained in Exhibit B-2 hereto.

            4.05 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.

            4.06 Organizational Documentation, etc. On the Effective Date, the
Banks shall have received copies of the Certificate of Incorporation and By-Laws
of each Credit


                                      -19-
<PAGE>

Party, certified as true and complete by an appropriate corporate officer or
governmental authority.

            4.07 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.

            4.08 Litigation. On the Effective Date, except as set forth in Annex
IV hereto, 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 to which it is a party.

            4.09 Termination of the Existing Credit Agreements. On the Effective
Date, the total commitments under the Existing Credit Agreements shall have been
terminated, and all loans thereunder shall 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).

            SECTION 5. Conditions Precedent to Loans. The obligation of each
Bank to make any Loans is subject, at the time of the making of each such Loan,
to the satisfaction of the following conditions at such time:

            5.01 Effectiveness. The Effective Date shall have occurred.

            5.02 No Default; Representations and Warranties. At the time of the
making of each Loan 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 Loan.


                                      -20-
<PAGE>

            5.03 Notice of Borrowing, etc. Prior to the making of each Revolving
Loan, the Payments Administrator shall have received a Notice of Borrowing
meeting the requirements of Section 1.03(a). Prior to the making of each
Competitive Bid Loan, the Payments Administrator shall have received a Notice of
Competitive Bid Borrowing meeting the requirements of Section 1.04(a).

The acceptance of the benefits of each Loan shall constitute a representation
and warranty by each Credit Party to each of the Banks that all of the
applicable conditions specified above in Section 5 exist as of that time. All of
the certificates, legal opinions and other documents and papers referred to in
Section 4, 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.

            SECTION 6. Representations, Warranties and Agreements. In order to
induce the Banks to enter into this Agreement and to make the Loans 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 (with the making of each Loan 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 Loan
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 to which it is a party. 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.


                                      -21-
<PAGE>

            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 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 Certificate of
Incorporation 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 for general corporate purposes of
Holdings and/or its Subsidiaries (including, without limitation, the refinancing
of Indebtedness and financing acquisitions permitted hereunder). 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 the making of each Loan, 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.


                                      -22-
<PAGE>

            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.

            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


                                      -23-
<PAGE>

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; none of Holdings, any of its Subsidiaries or any ERISA
Affiliate has incurred any material liability to or on account of 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 of its Subsidiaries 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 multiemployer plans (within the meaning of Section 3(37) of
ERISA) and Plans which are not currently maintained or contributed to by
Holdings, any of its Subsidiaries 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


                                      -24-
<PAGE>

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 have terminated and the Loans, 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 consol-


                                      -25-
<PAGE>

      idated 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 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


                                      -26-
<PAGE>

      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.

            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.


                                      -27-
<PAGE>

            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 to which it is a party.

            7.07 ERISA. As soon as possible and, in any event, within 10 days
after Holdings or any of its Subsidiaries 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 of its Subsidiaries 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 of its Subsidiaries 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.


                                      -28-
<PAGE>

            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 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 or Notice of
Competitive Bid Borrowing at any time when the Borrower shall have knowledge
that a mandatory prepayment is required pursuant to Section 3.02(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 have terminated and the Loans, 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.


                                      -29-
<PAGE>

            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 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;


                                      -30-
<PAGE>

            (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 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;


                                      -31-
<PAGE>

            (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);

            (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


                                      -32-
<PAGE>

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 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.


                                      -33-
<PAGE>

            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.

            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 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


                                      -34-
<PAGE>

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
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 Nabisco Credit
Agreement shall be determined after giving effect to any notice or lapse of time
provided to the Borrower in the Nabisco 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


                                      -35-
<PAGE>

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 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 of its
Subsidiaries 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 of its Subsidiaries 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 of its Subsidiaries 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 of its Subsidiaries, 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


                                      -36-
<PAGE>

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 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 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 and (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.

            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 12.11, 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


                                      -37-
<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


                                      -38-
<PAGE>

Commitments at a time when the Total Commitment has been terminated shall be
references to the Commitments in effect immediately prior to such termination.

            "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
3.02(A).

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

            "Agreement of Commitment Increase" shall mean an agreement in the
form of Exhibit C-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, (x) at any time prior to
the Commitment Expiry Date, .275% and (y) at any time on and after the
Commitment Expiry Date 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                              .625%
      
      Minimum Investment                      .375%
      Grade Period
      
      Increased Investment Grade              .275%
      Period


                                      -39-
<PAGE>

      Maximum Investment                      .225%
      Grade Period

            "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


            "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 (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), 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.

            "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.


                                      -40-
<PAGE>

            "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 one Type of
Revolving 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 (ii) 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 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


                                      -41-
<PAGE>

(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, an amount
equal to the lesser of (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, and (ii) the remainder, if any, of (x) the Total
Commitment at such time less (y) the then aggregate principal amount of all
Loans outstanding at such time.

            "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 reduced from time to time
pursuant to Section 2.02, 2.03, 9 and/or 12.04(b)(A).

            "Commitment Expiry Date" shall mean the date which is 364 days after
the Effective Date.

            "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.


                                      -42-
<PAGE>

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

            "Confidential Information" shall have the meaning provided in
Section 12.14.

            "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 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


                                      -43-
<PAGE>

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 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 Refinancing Borrowing" shall mean any Borrowing of Revolving
Loans, 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 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 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.


                                      -44-
<PAGE>

            "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.

            "Effective Date" shall have the meaning provided in Section 4.

            "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


                                      -45-
<PAGE>

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 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.

            "Expiration Date" shall mean December 31, 1996.

            "Facility Fee" shall have the meaning provided in Section 2.01(a).

            "Facility Fee Percentage" shall mean .100%.

            "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 2.01.


                                      -46-
<PAGE>

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

            "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


                                      -47-
<PAGE>

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) 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.

            "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 or Revolving 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.


                                      -48-
<PAGE>

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

            "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 the date which is the third anniversary
of the Commitment Expiry Date.

            "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 $25,000,000.

            "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 Credit Agreement" shall mean the Credit Agreement, dated as
of the date hereof, among Holdings, the Borrower, various lending institutions
party thereto


                                      -49-
<PAGE>

and the Senior Managing Agents, as the same may be amended, modified or
supplemented from time to time.

            "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.

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

            "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.

            "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.

            "Payments Administrator" shall mean Citibank, provided that if
Citibank shall cease to constitute a Senior Managing Agent hereunder, the
remaining Senior


                                      -50-
<PAGE>

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 399 Park Avenue, New York, New York 10043, 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.

            "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.

            "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.


                                      -51-
<PAGE>

            "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 bearing
interest at the rates provided in Section 1.09(a).

            "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 aggregate principal amount of Loans held
by Non-Defaulting Banks), 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 aggregate principal amount of Loans held by Non-Defaulting
Banks).

            "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


                                      -52-
<PAGE>

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.

            "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.


                                      -53-
<PAGE>

            "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.

            "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.

            "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 3.04(a).

            "Termination Date" shall mean the first date after the Effective
Date on which the Total Commitment is zero and there are no outstanding Loans.

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

            "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.

            "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 and Competitive Bid Loans and (ii) at any time on or prior
to the Commitment Expiry Date, 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 and Competitive
Bid Loans plus (ii) at any time on or prior to the Commitment Expiry Date, the
Commercial Paper Outstandings.


                                      -54-
<PAGE>

            "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.

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

            "Utilization Period" shall mean each calendar quarter (or portion
thereof) ending on or prior to the Termination Date to the extent that during
such period the average daily Total Utilization Amount exceeds (x) at all times
on or prior to the Commitment Expiry Date, 50% of the average daily Total
Commitment and (y) at all times thereafter, 50% of the Total Commitment on the
Commitment Expiry Date.

            "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 corporation, 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


                                      -55-
<PAGE>

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 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


                                      -56-
<PAGE>

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 12.11, all the Banks), and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Banks.

            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


                                      -57-
<PAGE>

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 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.


                                      -58-
<PAGE>

            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), 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 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


                                      -59-
<PAGE>

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 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


                                      -60-
<PAGE>

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 C-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 to this Agreement and the Nabisco Credit Agreement,
      $5,000,000, provided that the aggregate amount of such assignment under
      this Agreement and the Nabisco 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 12.11 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


                                      -61-
<PAGE>

      C-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 Nabisco Credit Agreement, the fees for such assignments
      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 12.11 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 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


                                      -62-
<PAGE>

      interest rates) or Fees applicable to any of the Loans or Commitments 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 and 3.04 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 12.14 and such participant shall have executed a
      confidentiality agreement in the form of Exhibit D 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.

            (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.


                                      -63-
<PAGE>

            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 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, 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, (i) that 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


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<PAGE>

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
the 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.

            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 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.


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<PAGE>

            12.10 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.

            12.11 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, 3.04, 9.01, 11.07, 12.01, 12.02, 12.04, 12.06,
12.07(b) or 12.14, (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.

            12.12 Survival. All indemnities set forth herein including, without
limitation, in Section 1.11, 1.12, 3.04, 11.07 or 12.01 shall survive the
execution and delivery of this Agreement and the making of the Loans, the
repayment of the Obligations and the termination of the Total Commitment.

            12.13 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 or 3.04 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.

            12.14 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


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<PAGE>

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 D.

            12.15 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, 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 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


                                      -67-
<PAGE>

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
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


                                      -68-
<PAGE>

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 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


                                      -69-
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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.

                        *          *          *

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