<PAGE>   1
                                                                   EXHIBIT 10.20

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                               TERM LOAN AGREEMENT



                          Dated as of November 3, 1999

                                      among

                             TENNECO PACKAGING INC.,


                             BANK OF AMERICA, N.A.,

                            as Administrative Agent,

                                       and

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO





                         BANC OF AMERICA SECURITIES LLC
                         Lead Arranger and Book Manager






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                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                    ARTICLE I

                                   DEFINITIONS

<S>                                                                             <C>
1.1  Certain Defined Terms.......................................................2
1.2  Other Interpretive Provisions..............................................18
1.3  Accounting Principles......................................................19

                                   ARTICLE II

                                   THE CREDITS

2.1  Commitments................................................................20
2.2  Loan Accounts..............................................................20
2.3  Procedure for Borrowing....................................................20
2.4  Conversion and Continuation Elections for Borrowings.......................21
2.5  Mandatory Termination or Reduction of Commitments..........................23
2.6  Voluntary Termination or Reduction of Commitments..........................23
2.7  Mandatory Prepayments......................................................23
2.8  Optional Prepayments.......................................................23
2.9  Repayment..................................................................24
2.10  Interest..................................................................24
2.11  Fees......................................................................25
2.12  Computation of Fees and Interest..........................................25
2.13  Payments by the Company...................................................25
2.14  Sharing of Payments, Etc..................................................26

                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

3.1  Taxes......................................................................27
3.2  Illegality.................................................................29
3.3  Increased Costs and Reduction of Return....................................29
3.4  Funding Losses.............................................................30
3.5  Inability to Determine Rates...............................................31
3.6  Certificates of Lenders....................................................32
3.7  Mitigation.................................................................32
3.8  Substitution of Lenders....................................................32
3.9  Survival...................................................................32

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

4.1  Conditions to Effectiveness................................................33
4.2  Conditions to the Borrowing................................................33
                (a)   ..........................................................33
</TABLE>


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<TABLE>
<S>                                                                             <C>
                (b)          Notes; Corporate Documents; Fees...................33
                (c)          Notice.............................................34
                (d)          Consummation of Spin-Off...........................34
                (e)          Consents and Approvals.............................34
                (f)          Payments of Fees and Expenses......................35
                (g)          Legal Opinions.....................................35
                (h)          Certificate........................................35
                (i)          Other Documents....................................35

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

5.1  Corporate Existence and Power..............................................35
5.2  Corporate Authorization; No Contravention..................................36
5.3  Governmental Authorization.................................................36
5.4  Binding Effect.............................................................36
5.5  Litigation.................................................................37
5.6  No Default.................................................................37
5.7  ERISA Compliance...........................................................37
5.8  Use of Proceeds; Margin Regulations........................................38
5.9  Title to Properties........................................................38
5.10  Taxes.....................................................................38
5.11  Financial Condition.......................................................38
5.12  Environmental Matters.....................................................39
5.13  Regulated Entities........................................................39
5.14  No Burdensome Restrictions................................................39
5.15  Copyrights, Patents, Trademarks and Licenses, etc. .......................39
5.16  Subsidiaries..............................................................40
5.17  Insurance.................................................................40
5.18  Year 2000 Problem.........................................................40
5.19  Full Disclosure...........................................................40
5.20  Solvency, etc.............................................................41
5.21  Labor Relations...........................................................41

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

6.1  Financial Statements.......................................................41
6.2  Certificates; Other Information............................................42
6.3  Notices....................................................................42
6.4  Preservation of Corporate Existence, Etc...................................44
6.5  Maintenance of Property....................................................44
6.6  Insurance..................................................................44
6.7  Payment of Obligations.....................................................44
6.8  Compliance with Laws.......................................................45
6.9  Compliance with ERISA......................................................45
6.10  Inspection of Property and Books and Records..............................45
6.11  Environmental Laws........................................................45
6.12  Use of Proceeds...........................................................45

</TABLE>

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<TABLE>
<S>                                                                             <C>
6.13  Change in Business........................................................46

                                   ARTICLE VII

                               NEGATIVE COVENANTS

7.1  Financial Condition Covenants..............................................46
                (a) Minimum Interest Coverage Ratio.............................46
                (b) Maximum Total Debt to EBITDA Ratio..........................46
7.2  Limitation on Liens........................................................46
7.3  Restrictions on Subsidiaries...............................................48
7.4  Consolidation, Mergers and Sales of Assets.................................49
7.5  Limitation on Subsidiary Indebtedness......................................49
7.6  Transactions with Affiliates...............................................49
7.7  Use of Proceeds............................................................49
7.8  ERISA......................................................................50
7.9  Securitization Transactions................................................50

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

8.1  Event of Default...........................................................50
                (a) Non-Payment.................................................50
                (b) Representation or Warranty..................................50
                (c) Specific Defaults...........................................50
                (d) Other Defaults..............................................51
                (e) Cross-Default...............................................51
                (f) Insolvency; Voluntary Proceedings...........................51
                (g) Involuntary Proceedings.....................................51
                (h) ERISA.......................................................52
                (i) Monetary Judgments..........................................52
                (j) Non-Monetary Judgments......................................52
                (k) Change of Control...........................................52

8.2  Remedies...................................................................52
8.3  Notice of Defaults.........................................................53
8.4  Rights Not Exclusive.......................................................53

                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

9.1  Appointment and Authorization; "Administrative Agent"......................53
9.2  Delegation of Duties.......................................................54
9.3  Liability of Administrative Agent..........................................54
9.4  Reliance by Administrative Agent...........................................55
9.5  Notice of Default..........................................................55
9.6  Credit Decision............................................................56
9.7  Indemnification of Administrative Agent....................................56
9.8  Administrative Agent in Individual Capacity................................57
9.9  Successor Administrative Agent.............................................57
</TABLE>
                                       iii

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<TABLE>
<S>                                                                             <C>
9.10  Withholding Tax...........................................................58

                                    ARTICLE X

                                  MISCELLANEOUS

10.1  Amendments and Waivers....................................................59
10.2  Notices...................................................................60
10.3  No Waiver; Cumulative Remedies............................................61
10.4  Costs and Expenses........................................................61
10.5  Company Indemnification...................................................62
10.6  Payments Set Aside........................................................62
10.7  Successors and Assigns....................................................63
10.8  Assignments, Participations, etc..........................................63
10.9  Confidentiality...........................................................65
10.10  Set-off..................................................................66
10.11  Notification of Addresses, Lending Offices, Etc..........................67
10.12  Counterparts.............................................................67
10.13  Severability.............................................................67
10.14  No Third Parties Benefited...............................................67
10.15  Governing Law and Jurisdiction...........................................67
10.16  Waiver of Jury Trial.....................................................68
10.17  Enitre Agreement.........................................................68
</TABLE>


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SCHEDULES


Schedule 1.1          Pricing Schedule
Schedule 5.12         Environmental Matters
Schedule 5.16         Subsidiaries and Minority Interests
Schedule 5.21         Labor Relations
Schedule 7.2          Permitted Liens
Schedule 10.2         Lending Offices; Addresses for Notices


EXHIBITS

Exhibit A             Form of Notice of Borrowing
Exhibit B             Form of Notice of Conversion/Continuation
Exhibit C             Form of Compliance Certificate
Exhibit D             Form of Opinion of Counsel to the Company
Exhibit E             Form of Assignment and Acceptance
Exhibit F             Form of Promissory Note



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                               TERM LOAN AGREEMENT


         This TERM LOAN AGREEMENT is entered into as of November 3, 1999, among
TENNECO PACKAGING INC., a Delaware corporation (the "Company"), the several
financial institutions from time to time party to this Agreement (collectively
the "Lenders"; individually each a "Lender") and BANK OF AMERICA, N.A., as
administrative agent for the Lenders.

                                  INTRODUCTION

                  1. Pursuant to a Distribution Agreement (the "Distribution
Agreement") to be entered into between Tenneco Inc. ("Tenneco") and the Company,
which is a wholly-owned subsidiary of Tenneco, Tenneco will agree to separate
and divide its existing businesses so that (a) the assets, liabilities and
operations of its packaging business and administrative services operations
(collectively, the "Packaging Business") will be owned directly and indirectly
by the Company and (b) the assets, liabilities and operations of its automotive
business will be directly and indirectly owned by Tenneco. Tenneco will be
renamed Tenneco Automotive Inc. immediately following the distribution described
in the succeeding paragraph.

                  2. Following the separation and division described in
paragraph 1, Tenneco shall distribute, as a dividend to the holders of the
shares of its common stock, all of the capital stock of the Company (the
transactions described in paragraph 1 above and this paragraph 2, as more
particularly described in the Company's filing on Form 10 and Form S-4, the
"Spin-Off").

                  3. The Company intends to sell the 43% of the common stock of
Packaging Corporation of America, a Delaware corporation ("PCA"), owned by it to
the public in a registered public offering (the "PCA IPO"). Such sale is not a
condition to the Spin-Off and may take place before or after the Spin-Off (and
may be at such time and price as is permitted by market conditions).

                  4. Pursuant to the Distribution Agreement and in connection
with the Spin-Off and any PCA IPO, certain pre-existing indebtedness of the
Company, Tenneco and their respective subsidiaries will be paid in full,
canceled or realigned through some combination of tender offers, exchange
offers, prepayments or other forms of debt retirement.

                  5. Tenneco has requested that the Lenders enter into this
Agreement in order to make available to the Company a $1,500,000,000 credit
facility on the terms and conditions set forth herein.



<PAGE>   8



         In consideration of the mutual agreements, provisions and covenants
contained herein, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

         1.1  Certain Defined Terms.  The following terms have the
following meanings:

                  Acquisition means any transaction or series of related
         transactions for the purpose of or resulting, directly or indirectly,
         in (a) the acquisition of all or substantially all of the assets of a
         Person, or of all or substantially all of any business or division of a
         Person, (b) the acquisition of in excess of 50% of the capital stock,
         partnership interests, membership interests or equity of any Person, or
         otherwise causing any Person to become a Subsidiary, or (c) a merger or
         consolidation or any other combination with another Person (other than
         a Person that is a Subsidiary) provided that the Company or the
         Subsidiary is the surviving entity.

                  Administrative Agent means Bank of America in its capacity as
         agent for the Lenders hereunder, and any successor agent arising under
         Section 9.9.

                  Administrative Agent-Related Persons means Bank of America and
         any successor agent arising under Section 9.9, together with their
         respective Affiliates (including, in the case of Bank of America, BAS),
         and the officers, directors, employees, agents and attorneys-in-fact of
         such Persons and Affiliates.

                  Administrative Agent's Payment Office means the address for
         payments set forth on Schedule 10.2 or such other address as the
         Administrative Agent may from time to time specify by notice to the
         Company and the Lenders.

                  Affiliate means, as to any Person, any other Person which,
         directly or indirectly, is in control of, is controlled by, or is under
         common control with such Person. A Person shall be deemed to control
         another Person if the controlling Person possesses, directly or
         indirectly, the power to direct or cause the direction of the
         management and policies of the other Person, whether through the
         ownership of voting securities or membership interests, by contract or
         otherwise; provided that none of PCA, Tenneco, Tenneco Automotive Inc.
         or any Subsidiary of Tenneco Automotive Inc. (except for any thereof
         that are part of the Tenneco


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<PAGE>   9



         Packaging Group) shall be an Affiliate of the Company for purposes of
         this Agreement.

                  Aggregate Commitment Amount means the amount of the combined
         Commitments of all Lenders. As of the Signing Date, the Aggregate
         Commitment Amount is $1,500,000,000, as such amount shall be reduced
         pursuant to Section 2.5 or may be reduced pursuant to Section 2.6.

                  Agreement means this Credit Agreement.

                  Applicable Margin - see Schedule 1.1.

                  Assignee - see subsection 10.8(a).

                  Assignment and Acceptance - see subsection 10.8(a).

                  Attorney Costs means and includes all reasonable fees and
         disbursements of any law firm or other external counsel.

                  Bank of America means Bank of America, N.A., a national
         banking association.

                  Bankruptcy Code means the Federal Bankruptcy Reform Act
         of 1978 (11 U.S.C. ss.101, et seq.).

                  BAS means Bank of America Securities LLC, a Delaware limited
         liability company.

                  Base Rate means, for any day, the higher of: (a) 0.50% per
         annum above the latest Federal Funds Rate; or (b) the rate of interest
         in effect for such day as publicly announced from time to time by Bank
         of America, as its "prime", "reference" or equivalent rate. (The
         "prime", "reference" or equivalent rate is a rate set by Bank of
         America based upon various factors including Bank of America's costs
         and desired return, general economic conditions and other factors, and
         is used as a reference point for pricing some loans, which may be
         priced at, above or below such announced rate.) Any change in the
         reference rate announced by Bank of America shall take effect at the
         opening of business on the day specified in the public announcement of
         such change.

                  Base Rate Loan means a Loan or portion thereof that bears
         interest based on the Base Rate.

                  Borrowing means a borrowing hereunder consisting of Loans of
         the same Type (and, in the case of Offshore Rate Loans, having the same
         Interest Period) made on the Funding Date or, thereafter, continued or
         converted on the same day.


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<PAGE>   10



                  Business Day means any day other than a Saturday, Sunday or
         other day on which commercial banks in New York City or Charlotte,
         North Carolina are authorized or required by law to close and, if the
         applicable Business Day relates to any Offshore Rate Loan, means such a
         day on which dealings in Dollars are carried on in the London interbank
         market.

                  Capital Adequacy Regulation means any guideline, request or
         directive of any central bank or other Governmental Authority, or any
         other law, rule or regulation, whether or not having the force of law,
         in each case, regarding capital adequacy of any bank or of any
         corporation controlling a bank.

                  Capital Lease means, with respect to any Person, any lease of
         (or other agreement conveying the right to use) any real or personal
         property by such Person that, in conformity with GAAP, is accounted for
         as a capital lease on the balance sheet of such Person.

                  Change of Control means that (a) any Person or group (within
         the meaning of Rule 13d-5 of the SEC under the Exchange Act), other
         than Tenneco prior to the date of the Spin-Off, shall have beneficial
         ownership (within the meaning of Rule 13d-3 promulgated by the SEC) of
         25% or more of the Voting Stock of the Company or (b) a majority of the
         members of the Board of Directors of the Company shall cease to be
         Continuing Members.

                  Code means the Internal Revenue Code of 1986, and regulations
         promulgated thereunder.

                  Commitment means as to any Lender, such Lender's commitment
         hereunder to make a Loan to the Company in such Lender's Pro Rata Share
         of the Aggregate Commitment Amount.

                  Company - see the Preamble.

                  Compliance Certificate means a certificate substantially in
         the form of Exhibit C.

                  Computation Period means any period of four consecutive fiscal
         quarters ending on the last day of a fiscal quarter.

                  Consolidated EBITDA means, with respect to the Company and its
         Subsidiaries for any period of computation thereof during such period,
         the sum of, without duplication, (i) Consolidated Net Income, plus (ii)
         Consolidated Interest Expense during such period, plus (iii) taxes on
         income during such period, plus (iv) amortization during such


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<PAGE>   11

         period, plus (v) depreciation during such period plus (vi) minority
         interest expense.

                  Consolidated Interest Expense means, with respect to any
         period of computation thereof, the interest expense (net of interest
         income) of the Company and its Subsidiaries, including (i) the
         amortization of debt discounts, (ii) the amortization of all fees
         payable in connection with the incurrence of Indebtedness to the extent
         included in interest expense, and (iii) the portion of any lease
         expense incurred in connection with Capital Leases allocable to
         interest expense.

                  Consolidated Net Income means, for any period of computation
         thereof, the net income (or loss) of the Company and its Subsidiaries
         on a consolidated basis for such period, but excluding (i) all non-cash
         non-recurring gains or losses, (ii) for the fiscal year ending December
         31, 1999, cash non-recurring charges in an amount not to exceed
         $50,000,000 and (iii) with respect to any discontinued operations, any
         gain (or loss) resulting therefrom. For purposes of this definition,
         and otherwise for purposes of measuring covenant compliance under
         Section 7.1, calculations for fiscal quarters within any Computation
         Period in which any discontinuance of operations has occurred, but
         which ended prior to the fiscal quarter in which such discontinuance
         occurred, shall not be restated to reflect such discontinuance of
         operations.

                  Contingent Obligation means, as to any Person, any direct or
         indirect liability of such Person, whether or not contingent, (a) with
         respect to any Indebtedness, lease, dividend, letter of credit or other
         obligation (the "primary obligations") of another Person (the "primary
         obligor"), including any obligation of such Person (i) to purchase,
         repurchase or otherwise acquire such primary obligations or any
         security therefor, (ii) to advance or provide funds for the payment or
         discharge of any such primary obligation, or to maintain working
         capital or equity capital of the primary obligor or otherwise to
         maintain the net worth or solvency or any balance sheet item, level of
         income or financial condition of the primary obligor, (iii) 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 (iv) otherwise
         to assure or hold harmless the holder of any such primary obligation
         against loss in respect thereof (each a "Guaranty Obligation"); (b)
         with respect to any Surety Instrument issued for the account of such
         Person or as to which such Person is otherwise liable for reimbursement
         of drawings or payments; or (c) to


                                        5

<PAGE>   12



         purchase any materials, supplies or other property from, or to obtain
         the services of, another Person if the relevant contract or other
         related document or obligation requires that payment for such
         materials, supplies or other property, or for such services, shall be
         made regardless of whether delivery of such materials, supplies or
         other property is ever made or tendered, or such services are ever
         performed or tendered. The amount of any Contingent Obligation shall
         (a) in the case of Guaranty Obligations, be deemed equal to the stated
         or determinable amount of the primary obligation in respect of which
         such Guaranty Obligation is made or, if not stated or if
         indeterminable, the maximum reasonably anticipated liability in respect
         thereof, and (b) in the case of other Contingent Obligations, be equal
         to the maximum reasonably anticipated liability in respect thereof.

                  Continuing Member means a member of the Board of Directors of
         the Company who either (a) was a member of the Company's Board of
         Directors on the Signing Date and has been such continuously thereafter
         or (b) became a member of such Board of Directors after the Signing
         Date and whose election or nomination for election was approved by a
         vote of the majority of the Continuing Members then members of the
         Company's Board of Directors.

                  Contractual Obligation means, as to any Person, any provision
         of any security issued by such Person or of any agreement, undertaking,
         contract, indenture, mortgage, deed of trust or other document to which
         such Person is a party or by which it or any of its property is bound.

                  Conversion/Continuation Date means any date on which, under
         Section 2.4, the Company (a) converts Loans of one Type to the other
         Type or (b) continues Offshore Rate Loans for a new Interest Period.

                  Debt or Equity Issuance means any issuance by the Company or
         any Subsidiary of equity securities or securities representing
         Indebtedness (other than (a) under the Short Term Credit Agreement
         dated as of September 29, 1999 among the Company, various financial
         institutions as lenders, Bank of America, as administrative agent,
         Credit Suisse First Boston, as syndication agent, and Bank One, NA and
         Banque Nationale de Paris, as co-documentation agents,(b) the Long Term
         Credit Agreement dated as of September 29, 1999 among the Company,
         various financial institutions as lenders, Bank of America, as
         administrative agent, Credit Suisse First Boston, as syndication agent,
         and Bank One, NA and Banque Nationale de Paris, as co-documentation
         agents, (c)debt securities issued by the Company pursuant to the public
         debt exchange offer made in connection with the Spin-Off (as more


                                        6

<PAGE>   13



         fully described in the Form 10),(d) Indebtedness incurred by the
         Company, the proceeds of which are used for working capital and/or the
         acquisition or leasing of property by the Company, and (e) Subsidiary
         Indebtedness permitted under Section 7.5).

                  Distribution Agreement - see paragraph 1 of the Introduction
         to this Agreement.

                  Dollars, dollars and $ each mean lawful money of the United
         States.

                  Eligible Assignee means (a) a financial institution organized
         under the laws of the United States, or any state thereof, and having a
         combined capital and surplus of at least $100,000,000; (b) a commercial
         bank organized under the laws of any other country which is a member of
         the Organization for Economic Cooperation and Development (the OECD),
         or a political subdivision of any such country, and having a combined
         capital and surplus of at least $100,000,000, provided that such bank
         is acting through a branch or agency located in the United States; and
         (c) a Person that is primarily engaged in the business of commercial
         lending and that is (i) a Lender, (ii)a Subsidiary of a Lender, (iii) a
         Subsidiary of a Person of which a Lender is a Subsidiary, or (iv) a
         Person of which a Lender is a Subsidiary.

                  Environmental Claims means all written claims, however
         asserted, by any Governmental Authority alleging potential liability or
         responsibility for violation of any Environmental Law or for release to
         the environment.

                  Environmental Laws means all federal, state, local or
         municipal laws, statutes, common law duties, rules, regulations,
         ordinances and codes, together with all administrative or judicial
         orders, directed duties, requests, licenses, authorizations and permits
         of, and agreements with, any Governmental Authorities, in each case
         relating to environmental, health, safety and land use matters.

                  ERISA means the Employee Retirement Income Security Act of
         1974, and the regulations promulgated thereunder.

                  ERISA Affiliate means any trade or business (whether or not
         incorporated) under common control with the Company within the meaning
         of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of
         the Code for purposes of provisions relating to Section 412 of the
         Code).




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<PAGE>   14



                  ERISA Event means (a) a Reportable Event with respect to a
         Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliate
         from a Pension Plan subject to Section 4063 of ERISA during a plan year
         in which it was a substantial employer (as defined in Section
         4001(a)(2) of ERISA) or a substantial cessation of operations which is
         treated as such a withdrawal; (c) a complete or partial withdrawal by
         the Company or any ERISA Affiliate from a Multiemployer Plan or
         notification that a Multiemployer Plan is in reorganization; (d) the
         filing of a notice of intent to terminate a Pension Plan under Section
         4041(c) of ERISA, the termination of a Multiemployer Plan under 4041A
         of ERISA, or the commencement of proceedings by the PBGC to terminate a
         Pension Plan or Multiemployer Plan; (e) an event or condition which
         might reasonably be expected to constitute grounds under Section 4042
         of ERISA for the termination of, or the appointment of a trustee to
         administer, any Pension Plan or Multiemployer Plan; or (f) the
         imposition of any liability under Title IV of ERISA, other than PBGC
         premiums due but not delinquent under Section 4007 of ERISA, upon the
         Company or any ERISA Affiliate.

                  Event of Default means any of the events or circumstances
         specified in Section 8.1; provided that any requirement of notice or
         lapse of time (or both) has been satisfied.

                  Exchange Act means the Securities and Exchange Act of 1934.

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

                  Form 10 means the Company's Information Statement on Form 10
         filed with the SEC on July 15, 1999, as amended by Form 10 Amendment
         No. 3, filed with the SEC on October 18, 1999.



                                        8

<PAGE>   15



                  FRB means the Board of Governors of the Federal Reserve
         System, and any Governmental Authority succeeding to any of its
         principal functions.

                  Funding Date - see Section 4.2.

                  GAAP means generally accepted accounting principles set forth
         from time to time in the opinions and pronouncements of the Accounting
         Principles Board and the American Institute of Certified Public
         Accountants and statements and pronouncements of the Financial
         Accounting Standards Board (or agencies with similar functions of
         comparable stature and authority within the U.S. accounting
         profession), which are applicable to the circumstances as of the date
         of determination.

                  Governmental Authority means any nation or government, any
         state or other political subdivision thereof, any central bank (or
         similar monetary or regulatory authority) thereof, any entity
         exercising executive, legislative, judicial, regulatory or
         administrative functions of or pertaining to government, and any
         corporation or other entity owned or controlled, through stock or
         capital ownership or otherwise, by any of the foregoing.

                  Guaranty Obligation has the meaning specified in the
         definition of Contingent Obligation.

                  Indebtedness of any Person means, without duplication, (a) all
         indebtedness of such Person for borrowed money; (b) all obligations of
         such Person to pay the deferred purchase price of property or services,
         except such obligations arising in the ordinary course of business and
         maturing less than one year from the date of creation thereof; (c) all
         non-contingent reimbursement or payment obligations of such Person with
         respect to Surety Instruments; (d) all non- contingent obligations of
         such Person evidenced by notes, bonds, debentures or similar
         instruments; (e) all obligations of such Person with respect to Capital
         Leases; (f) all indebtedness of any other Person of the types referred
         to in clauses (a) through (e) above secured by (or for which the holder
         of such indebtedness has an existing right, contingent or otherwise, to
         be secured by) any Lien upon or in property (including accounts and
         contracts rights) owned by such Person, even though such Person has not
         assumed or become liable for the payment of such indebtedness; provided
         that the amount of any such Indebtedness shall be deemed to be the
         lesser of the face principal amount thereof and the fair market value
         of the property subject to such Lien; (g) all indebtedness of the types
         described in clauses (a) through (e) above of any



                                        9

<PAGE>   16



         partnership in which such Person is a general partner unless expressly
         non-recourse to such Person; and (h) all Guaranty Obligations of such
         Person in respect of Indebtedness of the types described above;
         provided that Indebtedness shall not include (i) obligations arising
         out of the endorsement of instruments for deposit or collection in the
         ordinary course of business or (ii) the obligations of such Person
         under an operating lease, a synthetic lease or other similar
         arrangement.

                  Indemnified Liabilities - see Section 10.5.

                  Indemnified Person - see Section 10.5.

                  Independent Auditor - see subsection 6.1(a).

                  Insolvency Proceeding means, with respect to any Person, (a)
         any case, action or proceeding with respect to such Person before any
         court or Governmental Authority relating to bankruptcy, reorganization,
         insolvency, liquidation, receivership, dissolution, winding-up or
         relief of debtors or (b) any general assignment for the benefit of
         creditors, composition, marshalling of assets for creditors, or other,
         similar arrangement in respect of its creditors generally or any
         substantial portion of its creditors; in each case undertaken under any
         U.S. Federal, state or foreign law, including the Bankruptcy Code.

                  Interest Coverage Ratio means, for any Computation Period, the
         ratio of (a) Consolidated EBITDA for such Computation Period to (b)
         Consolidated Interest Expense for such Computation Period.

                  Interest Payment Date means, as to any Base Rate Loan, the
         last Business Day of each calendar quarter; and as to any Offshore Rate
         Loan, the last day of each Interest Period applicable to such Loan and,
         if any such Interest Period exceeds three months, each three-month
         anniversary of the first day of such Interest Period.

                  Interest Period means, (a) as to any Offshore Rate Loan, the
         period commencing on the Funding Date or on the date on which such Loan
         is converted into or continued as an Offshore Rate Loan, and ending on
         the date one, two, three or six months thereafter as selected by the
         Company in its Notice of Borrowing or Notice of
         Conversion/Continuation, as the case may be; provided that:

                           (i) if any Interest Period would otherwise end on a
                  day that is not a Business Day, such Interest Period shall be
                  extended to the following Business Day unless



                                       10

<PAGE>   17



                  the result of such extension would be to carry such Interest
                  Period into another calendar month, in which event such
                  Interest Period shall end on the preceding Business Day;

                           (ii) any Interest Period that begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last
                  Business Day of the calendar month at the end of such Interest
                  Period; and

                           (iii) no Interest Period shall extend beyond May 3,
                  2001.

                  IRS means the Internal Revenue Service, and any Governmental
         Authority succeeding to any of its principal functions under the Code.

                  Knowledge of the Company means the actual knowledge of any
         Responsible Officer.

                  Lender - see the Preamble.

                  Lending Office means, as to any Lender, the office or offices
         of such Lender specified as its "Lending Office" or "Domestic Lending
         Office" or "Offshore Lending Office", as the case may be, on Schedule
         10.2, or such other office or offices as such Lender may from time to
         time notify the Company and the Administrative Agent.

                  LIBOR - see the definition of Offshore Rate.

                  Lien means any security interest, mortgage, deed of trust,
         pledge, hypothecation, assignment, charge or deposit arrangement,
         encumbrance, lien (statutory or other) or preferential arrangement of
         any kind or nature whatsoever in respect of any property (including
         those created by, arising under or evidenced by any conditional sale or
         other title retention agreement, the interest of a lessor under a
         Capital Lease, or any financing lease having substantially the same
         economic effect as any of the foregoing, but not including the interest
         of a lessor under an operating lease).

                  Loan - see Section 2.1. Each Loan may be divided into portions
         which bear interest at different rates (i.e., a Base Rate Loan or one
         or more Offshore Rate Loans).

                  Loan Documents means this Agreement and any Notes.



                                       11

<PAGE>   18



                  Majority Lenders means Lenders holding Pro Rata Shares
         aggregating more than 50%.

                  Margin Stock means "margin stock" as such term is defined in
         Regulation T, U or X of the FRB.

                  Material Adverse Effect means (a)any event or circumstance
         that has resulted in or would reasonably be expected to result in a
         material adverse change in, or has had or would be reasonably expected
         to have a material adverse effect upon, the operations, business,
         properties or condition (financial or otherwise) of the Company and its
         Subsidiaries taken as a whole or (b) any event or circumstance that
         would prevent the Spin-Off.

                  Material Financial Obligations means Indebtedness or
         Contingent Obligations of the Company or any Subsidiary, or obligations
         of the Company or any Subsidiary in respect of any Securitization
         Transaction, in an aggregate amount (for all applicable Indebtedness,
         Contingent Obligations and obligations in respect of Securitization
         Transactions, but without duplication) equal to $50,000,000 or more.

                  Material Subsidiary means, at any time, any Subsidiary having
         at such time either (i) total (gross) revenues for any Computation
         Period in excess of 5% of total (gross) revenues for the Company and
         its Subsidiaries or (ii) total assets, as of the last day of the
         preceding fiscal quarter, having a net book value in excess of 5% of
         the consolidated assets of the Company and its Subsidiaries, in each
         case, based upon the Company's most recent annual or quarterly
         financial statements delivered to the Lenders and the Administrative
         Agent under Section 6.1.

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

                  Moody's Rating means the actual rating level assigned by
         Moody's to the Company's senior unsecured long-term public debt.

                  Multiemployer Plan means a "multiemployer plan", within the
         meaning of Section 4001(a)(3) of ERISA, with respect to which the
         Company or any ERISA Affiliate may have any liability.

                  Net Cash Proceeds means (a) with respect to the PCA IPO, the
         aggregate cash proceeds (including cash proceeds received by the
         Company or any Subsidiary pursuant to the PCA IPO), net of (i) the
         direct costs to the Company and its Subsidiaries of the PCA IPO
         (including legal, accounting and



                                       12

<PAGE>   19



         investment banking fees) and (ii) taxes paid or reasonably estimated by
         the Company to be payable as a result thereof (after taking into
         account any available tax credits or deductions and any tax sharing
         arrangements); and (b) with respect to any Debt or Equity Issuance, the
         aggregate cash proceeds received by the Company or any Subsidiary
         pursuant to such issuance, net of the direct costs relating to such
         issuance (including legal, accounting and investment banking fees).

                  Note means a promissory note executed by the Company in favor
         of a Lender pursuant to subsection 2.2(b), in substantially the form of
         Exhibit F.

                  Notice of Borrowing means a notice in substantially the form
         of Exhibit A.

                  Notice of Conversion/Continuation means a notice in
         substantially the form of Exhibit B.

                  Obligations means all advances, debts, liabilities,
         obligations, covenants and duties arising under any Loan Document owing
         by the Company to any Lender, the Administrative Agent or any other
         Indemnified Person, whether direct or indirect (including those
         acquired by assignment), absolute or contingent, due or to become due,
         or now existing or hereafter arising.

                  Offshore Rate means, for any Interest Period, with respect to
         Offshore Rate Loans comprising part of the same Borrowing, the rate of
         interest per annum (rounded upward to the next 1/100th of 1%)
         determined by the Administrative Agent as follows:

         Offshore Rate =               LIBOR
                         ------------------------------------
                         1.00 - Eurodollar Reserve Percentage

         Where,

                           "Eurodollar Reserve Percentage" means for any day for
                  any Interest Period the maximum reserve percentage (expressed
                  as a decimal, rounded upward, if necessary, to an integral
                  multiple of 1/100th of 1%) in effect on such day (whether or
                  not applicable to any Lender) under regulations issued from
                  time to time by the FRB for determining the maximum reserve
                  requirement (including any emergency, supplemental or other
                  marginal reserve requirement) with respect to Eurocurrency
                  funding (currently referred to as "Eurocurrency liabilities");
                  and




                                       13

<PAGE>   20



                           "LIBOR" means, for any Interest Period, the rate of
                  interest per annum determined by the Administrative Agent to
                  be equal to the London interbank offered rate for deposits in
                  Dollars having a maturity equal or comparable to such Interest
                  Period as indicated on display page 3750 of the Dow Jones
                  Markets Screen as of 11:00 a.m. (London time) two Business
                  Days prior to the commencement of such Interest Period. If
                  such rate does not appear on page 3750 of the Dow Jones
                  Markets screen (or otherwise on such screen), "LIBOR" shall be
                  determined by reference to such other comparable publicly
                  available service for displaying such rates as may be selected
                  by the Administrative Agent or, in the absence of such
                  availability, by reference to the rate at which the
                  Administrative Agent is offered deposits in Dollars having a
                  maturity equal or comparable to such Interest Period by major
                  banks in the interbank market at or about 11:00 a.m. (New York
                  City time) two Business Days prior to the commencement of such
                  Interest Period in the approximate amount of the Loan to be
                  made or continued as, or converted into, an Offshore Rate Loan
                  by Bank of America.

         The Offshore Rate shall be adjusted automatically as to all Offshore
         Rate Loans then outstanding as of the effective date of any change in
         the Eurodollar Reserve Percentage.

                  Offshore Rate Loan means a Loan or portion thereof that bears
         interest based on the Offshore Rate.

                  Organization Documents means (i) for any corporation, the
         certificate or articles of incorporation, the bylaws, any certificate
         of determination or instrument relating to the rights of preferred
         shareholders of such corporation, any shareholder rights agreement, and
         all applicable resolutions of the board of directors (or any committee
         thereof) of such corporation, (ii) for any partnership or joint
         venture, the partnership or joint venture agreement and any other
         organizational document of such entity, (iii) for any limited liability
         company, the certificate or articles of organization, the operating
         agreement and any other organizational document of such limited
         liability company, (iv) for any trust, the declaration of trust, the
         trust agreement and any other organizational document of such trust and
         (v) for any other entity, the document or agreement pursuant to which
         such entity was formed and any other organizational document of such
         entity.

                  Other Taxes means any present or future stamp, court or
         documentary taxes or any other excise or property taxes, charges or
         similar levies which arise from any payment made



                                       14

<PAGE>   21



         hereunder or from the execution, delivery, performance, enforcement or
         registration of, or otherwise with respect to, this Agreement or any
         other Loan Document.

                  Packaging Business - see paragraph 1 of the Introduction to
         this Agreement.

                  Participant - see subsection 10.8(d).

                  PBGC means the Pension Benefit Guaranty Corporation, or any
         Governmental Authority succeeding to any of its principal functions
         under ERISA.

                  PCA - see paragraph 3 of the Introduction to this Agreement.

                  PCA IPO - see paragraph 3 of the Introduction to this
         Agreement.

                  Pension Plan means a pension plan (as defined in Section 3(2)
         of ERISA) subject to Title IV of ERISA, other than a Multiemployer
         Plan, with respect to which the Company or any ERISA Affiliate may have
         any liability.

                  Permitted Liens - see Section 7.2.

                  Person means an individual, partnership, corporation, limited
         liability company, business trust, joint stock company, trust,
         unincorporated association, joint venture or Governmental Authority.

                  Plan means an employee benefit plan (as defined in Section
         3(3) of ERISA), other than a Multiemployer Plan, with respect to which
         the Company or any ERISA Affiliate may have any liability, and includes
         any Pension Plan.

                  Pro Rata Share means for any Lender at any time (a) prior to
         the making of the Loans, the percentage which such Lender's Commitment
         is of the Aggregate Commitment Amount, and (b) after the making of the
         Loans, the percentage which the principal amount of such Lender's Loan
         is of the aggregate principal amount of all Loans.

                  Reportable Event means, any of the events set forth in Section
         4043(c) of ERISA or the regulations thereunder, other than any such
         event for which the 30-day notice requirement under ERISA has been
         waived in regulations issued by the PBGC.

                  Requirement of Law means, as to any Person, any law
         (statutory or common), treaty, rule or regulation or



                                       15

<PAGE>   22



         determination of a court, an arbitrator or of a Governmental Authority,
         in each case applicable to or binding upon such Person or any of its
         property or to which such Person or any of its property is subject.

                  Responsible Officer means the chief executive officer or the
         president of the Company, or any other officer having substantially the
         same authority and responsibility; or, with respect to financial
         matters, the chief financial officer or the treasurer of the Company,
         or any other officer having substantially the same authority and
         responsibility; or, with respect to litigation and Requirements of Law,
         the general counsel of the Company.

                  S&P means Standard & Poor's Ratings Services, a Division of
         the McGraw-Hill Companies, or any successor thereto.

                  S&P Rating means the actual rating level assigned by S&P to
         the Company's senior unsecured long-term public debt.

                  SEC means the Securities and Exchange Commission, or any
         Governmental Authority succeeding to any of its principal functions.

                  Securitization Transaction means any sale, assignment or other
         transfer by the Company or any Subsidiary of accounts receivable, lease
         receivables or other payment obligations owing to the Company or any
         Subsidiary or any interest in any of the foregoing, together in each
         case with any collections and other proceeds thereof, any collection or
         deposit accounts related thereto, and any collateral, guaranties or
         other property or claims in favor of the Company or such Subsidiary
         supporting or securing payment by the obligor thereon of, or otherwise
         related to, any such receivables.

                  Signing Date - see Section 4.1.

                  Spin-Off - see paragraph 2 of the Introduction to this
         Agreement.

                  Subsidiary of a Person means any corporation, association,
         partnership, limited liability company, joint venture or other business
         entity of which more than 50% of the voting stock, membership interests
         or other equity interests is owned or controlled directly or indirectly
         by such Person, or one or more of the Subsidiaries of such Person, or a
         combination thereof. Unless the context otherwise clearly requires,
         references herein to a "Subsidiary" refer to a Subsidiary of the
         Company.



                                       16

<PAGE>   23



                  Surety Instruments means all letters of credit (including
         standby and commercial), bankers' acceptances, bank guaranties,
         shipside bonds, surety bonds and similar instruments.

                  Taxes means any and all present or future taxes, levies,
         assessments, imposts, duties, deductions, fees, withholdings or similar
         charges, and all liabilities with respect thereto, excluding, in the
         case of each Lender and the Administrative Agent, taxes imposed on or
         measured by its net income, franchise taxes and similar taxes.

                  Tenneco - see paragraph 1 of the Introduction to this
         Agreement.

                  Tenneco Packaging Group means the Company, its Subsidiaries as
         of the Signing Date, and the companies which are expected to become its
         Subsidiaries in connection with the Spin-Off as of the Funding Date.

                  Total Debt means, at any time, the sum (determined on a
         consolidated basis and without duplication) of all Indebtedness of the
         Company and its Subsidiaries.

                  Total Debt to EBITDA Ratio means at any time the ratio of (a)
         Total Debt at such time to (b) Consolidated EBITDA for the Computation
         Period ending on the last day of the most recent fiscal quarter for
         which the Company has delivered financial statements pursuant to
         Section 6.1(a) or 6.1(b).

                  Type refers to the characterization of a Loan, or a portion of
         a Loan, as an Offshore Rate Loan or a Base Rate Loan.

                  Unfunded Pension Liability means the excess of a Pension
         Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the
         current value of such Plan's assets, determined in accordance with the
         assumptions used for funding such Pension Plan pursuant to Section 412
         of the Code for the applicable plan year.

                  United States and U.S. each means the United States of
         America.

                  Unmatured Event of Default means any event or circumstance
         which, with the giving of notice, the lapse of time or both, will (if
         not cured or otherwise remedied during such time) constitute an Event
         of Default.




                                       17

<PAGE>   24



                  Voting Stock means, with respect to any Person, any shares of
         stock or other equity interests of any class or classes of such Person
         whose holders are entitled under ordinary circumstances (irrespective
         of whether at the time stock or other equity interests of any other
         class or classes shall have or might have voting power by reason of the
         happening of any contingency) to vote for the election of a majority of
         the directors, managers, trustees or other governing body of such
         Person.

                  Wholly-Owned Subsidiary means any Subsidiary in which (other
         than directors' qualifying shares required by law) 100% of the capital
         stock, membership interests or other equity interests of each class
         having ordinary voting power, and 100% of the capital stock, membership
         interests or other equity interests of every other class, in each case,
         at the time as of which any determination is being made, is owned,
         beneficially and of record, by the Company, or by one or more of the
         other Wholly-Owned Subsidiaries, or both.

         1.2  Other Interpretive Provisions.

         (a) The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.

         (b) The words "hereof", "herein", "hereunder" and similar words refer
to this Agreement as a whole and not to any particular provision of this
Agreement; and subsection, Section, Schedule and Exhibit references are to this
Agreement unless otherwise specified.

         (c) (i) The term "documents" includes any and all instruments,
documents, agreements, certificates, indentures, notices and other writings,
however evidenced.

             (ii)  The term "including" is not limiting and means "including
without limitation."

             (iii) In the computation of periods of time from a specified date
to a later specified date, the word "from" means "from and including"; the words
"to" and "until" each mean "to but excluding", and the word "through" means "to
and including."

         (d) Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement) and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications thereto, but
only to the extent such amendments and other modifications are not prohibited by
the terms of any Loan Document, and (ii) references to any statute or regulation
are to be construed as including all statutory and regulatory provisions
consolidating, amending,



                                       18

<PAGE>   25



replacing, supplementing or interpreting the statute or regulation.

         (e) The captions and headings of this Agreement are for convenience of
reference only and shall not affect the interpretation of this Agreement.

         (f) This Agreement and other Loan Documents may use several different
limitations, tests or measurements to regulate the same or similar matters. All
such limitations, tests and measurements are cumulative and shall each be
performed in accordance with their terms.

         (g) This Agreement and the other Loan Documents are the result of
negotiations among and have been reviewed by counsel to the Administrative
Agent, the Company and the other parties, and are the products of all parties.
Accordingly, they shall not be construed against the Lenders or the
Administrative Agent merely because of the Administrative Agent's or Lenders'
involvement in their preparation.

         1.3  Accounting Principles.

         (a) Unless the context otherwise requires, all accounting terms not
expressly defined herein shall be construed, and all financial computations
required under this Agreement shall be made, in accordance with GAAP,
consistently applied (except for changes agreed to by the Company's independent
public accountants); provided that if the Company notifies the Administrative
Agent that the Company wishes to amend any covenant in Article VII to eliminate
the effect of any change in GAAP that became effective during the preceding
one-year period on the operation of such covenant (or if the Administrative
Agent notifies the Company that the Required Lenders wish to amend Article VII
for such purpose), then the Company's compliance with such covenant shall be
determined on the basis of GAAP in effect immediately before the relevant change
in GAAP became effective, until either such notice is withdrawn or such covenant
is amended in a manner satisfactory to the Company and the Required Lenders.

         (b) All financial computations required under this Agreement for any
period prior to the Spin-Off shall be made on a pro forma basis and in a manner
consistent with the Form 10.

         (c) References herein to "fiscal year" and "fiscal quarter" refer to
such fiscal periods of the Company.





                                       19

<PAGE>   26



                                   ARTICLE II

                                   THE CREDITS

         2.1 Commitments. Each Lender severally but not jointly agrees, on the
terms and conditions set forth herein, to make a term loan (each such term loan,
a "Loan") to the Company on the Funding Date in such Lender's Pro Rata Share of
the Aggregate Commitment Amount or such lesser amount as may be requested by the
Company. No amounts paid or prepaid with respect to any Loan may be reborrowed.

         2.2 Loan Accounts. (a) The Loan made by each Lender shall be evidenced
by one or more accounts or records maintained by such Lender in the ordinary
course of business. The accounts or records maintained by the Administrative
Agent and each Lender shall be rebuttable presumptive evidence of the amount of
the Loans made by the Lenders to the Company, and the interest and payments
thereon. Any failure so to record or any error in doing so shall not, however,
limit or otherwise affect the obligation of the Company hereunder to pay any
greater or lesser amount owing with respect to any Loan.

                  (b) Upon the request of any Lender made through the
Administrative Agent, the Loan made by such Lender may be evidenced by a Note,
instead of or in addition to loan accounts. Each such Lender shall endorse on
the schedules annexed to its Note the date and amount of the Loan evidenced
thereby and the amount of each payment of principal made by the Company with
respect thereto. Each such Lender is irrevocably authorized by the Company to
endorse its Note and each Lender's record shall be rebuttable presumptive
evidence of the amount of the Loan evidenced thereby, and the interest and
payments thereon; provided that the failure of a Lender to make, or an error in
making, a notation thereon with respect to the applicable Loan shall not limit
or otherwise affect the obligation of the Company hereunder to pay the amount
owing under such Note to such Lender.

         2.3 Procedure for Borrowing. (a) The funding of the Loans shall be made
upon the Company's irrevocable written notice delivered to the Administrative
Agent in the form of a Notice of Borrowing, which notice must be received by the
Administrative Agent prior to (i) 11:30 a.m. (New York time) three Business Days
prior to the requested Funding Date, with respect to any portion of the Loans is
initially to be maintained as Offshore Rate Loans, and (ii) 1:30 p.m. (New York
time) one Business Day prior to the requested Funding Date, with respect to any
portion of the Loans which is initially to be maintained as Base Rate Loans,
specifying:




                                       20
<PAGE>   27
                                    (A) the amount of the applicable Borrowing,
                  which shall be in an aggregate amount of $5,000,000 or a
                  higher multiple of $1,000,000;

                                    (B) the requested Funding Date, which shall
                  be a Business Day;

                                    (C) the Type of Loans comprising such
                  Borrowing; and

                                    (D) in the case of Offshore Rate Loans, the
                  duration of the initial Interest Period applicable thereto.

                  (b) The Administrative Agent will promptly notify each Lender
of its receipt of any Notice of Borrowing and of the amount of such Lender's Pro
Rata Share of such Borrowing.

                  (c) Each Lender will make the amount of its Pro Rata Share of
the Borrowing or Borrowings on the Funding Date available to the Administrative
Agent for the account of the Company at the Administrative Agent's Payment
Office by 1:00 p.m. (New York time) on the Funding Date in funds immediately
available to the Administrative Agent. The proceeds of all such Loans will then
promptly be made available to the Company by the Administrative Agent by wire
transfer in accordance with written instructions provided to the Administrative
Agent by the Company of like funds as received by the Administrative Agent.

         2.4 Conversion and Continuation Elections for Borrowings. (a) The
Company may, upon irrevocable written notice to the Administrative Agent in
accordance with subsection 2.4(b):

                           (i) elect, as of any Business Day, in the case of
         Base Rate Loans, or as of the last day of the applicable Interest
         Period, in the case of Offshore Rate Loans, to convert such Loans (or
         any part thereof in an aggregate amount of $5,000,000 or a higher
         integral multiple of $1,000,000) into Loans of the other Type; or

                           (ii) elect, as of the last day of the applicable
         Interest Period, to continue any Offshore Rate Loans having an Interest
         Period expiring on such day (or any part thereof in an aggregate amount
         of $5,000,000 or a higher integral multiple of $1,000,000) for another
         Interest Period;

provided that if at any time the aggregate amount of Offshore Rate Loans in
respect of any Borrowing is reduced, by prepayment or conversion of any part
thereof, to be less than $1,000,000, such Offshore Rate Loans shall
automatically convert into Base Rate Loans.



                                       21

<PAGE>   28



                  (b) The Company shall deliver a Notice of
Conversion/Continuation to be received by the Administrative Agent not later
than 11:30 a.m. (New York time) (i) three Business Days in advance of the
Conversion/Continuation Date, if the Loans are to be converted into or continued
as Offshore Rate Loans; and (ii) on the Conversion/Continuation Date, if the
Loans are to be converted into Base Rate Loans, specifying:

                                    (A) the proposed Conversion/Continuation
                  Date;

                                    (B) the aggregate amount of Loans to be
                  converted or continued;

                                    (C) the Type of Loans resulting from the
                  proposed conversion or continuation; and

                                    (D) in the case of conversion into or
                  continuation of Offshore Rate Loans, the duration of the
                  requested Interest Period.

                  (c) If upon the expiration of any Interest Period applicable
to Offshore Rate Loans, the Company has failed to select timely a new Interest
Period to be applicable to such Offshore Rate Loans (or any Event of Default or
Unmatured Event of Default exists and the Majority Lenders have not given the
consent referred to in subsection (e) below), such Offshore Rate Loans shall
automatically convert into Base Rate Loans effective as of the expiration date
of such Interest Period.

                  (d) The Administrative Agent will promptly notify each Lender
of its receipt of a Notice of Conversion/Continuation, or, if no timely notice
is provided by the Company, the Administrative Agent will promptly notify each
Lender of the details of any automatic conversion. All conversions and
continuations shall be made ratably according to the respective outstanding
principal amounts of the Loans with respect to which the notice was given held
by each Lender.

                  (e) Unless the Majority Lenders otherwise consent, the Company
may not elect to have a Loan converted into or continued as an Offshore Rate
Loan during the existence of an Event of Default or Unmatured Event of Default.

                  (f) After giving effect to any conversion or continuation of
Loans, unless the Administrative Agent shall otherwise consent, the number of
Interest Periods in effect hereunder shall not exceed 4.




                                       22

<PAGE>   29



         2.5  Mandatory Termination or Reduction of Commitments.  (a)
The Commitments shall be reduced to zero at the close of business
on the Funding Date.

(b) The Aggregate Commitment Amount shall be reduced concurrently with the
receipt by the Company or any Subsidiary of the Net Cash Proceeds of the PCA IPO
or of any Debt or Equity Issuance prior to or on the Funding Date, in an amount
equal to such Net Cash Proceeds (rounded upward, if necessary, to an integral
multiple of $1,000,000). Once reduced in accordance with this Section, the
Aggregate Commitment Amount may not be increased. Any reduction of the Aggregate
Commitment Amount shall reduce the amount of the Commitment of each Lender
according to its Pro Rata Share.

         2.6 Voluntary Termination or Reduction of Commitments. The Company may,
upon not less than one Business Day's prior notice to the Administrative Agent,
terminate the Commitments, or permanently reduce the Aggregate Commitment Amount
by a minimum amount of $5,000,000 or a higher integral multiple of $1,000,000.
Once terminated or reduced in accordance with this Section, the Commitments may
not be reinstated or increased. Any reduction of the Aggregate Commitment Amount
shall reduce the amount of the Commitment of each Lender according to its Pro
Rata Share.

         2.7 Mandatory Prepayments. (a) Concurrently with the receipt by the
Company or any Subsidiary of the Net Cash Proceeds of the PCA IPO or of any Debt
or Equity Issuance after the Funding Date, the Company shall prepay outstanding
principal Loans in an amount equal to such Net Cash Proceeds (rounded upward, if
necessary, to an integral multiple of $1,000,000).

         (b) The Company shall give written notice to the Administrative Agent
of any mandatory prepayment under Section 2.7(a) at least one (1) Business Day
prior to the date of such prepayment.

         2.8 Optional Prepayments. (a) Subject to the proviso to subsection
2.4(a), the Company may, from time to time, upon irrevocable notice to the
Administrative Agent, which notice must be received by the Administrative Agent
prior to 11:30 a.m. New York time (i) three Business Days prior to the date of
prepayment, in the case of Offshore Rate Loans, and (ii) on the date of
prepayment, in the case of Base Rate Loans, ratably prepay Loans in whole or in
part, in an aggregate amount of $5,000,000 or a higher integral multiple of
$1,000,000. Such notice of prepayment shall specify the date and amount of such
prepayment and the Loans to be prepaid. The Administrative Agent will promptly
notify each Lender of its receipt of any such notice and of such Lender's Pro
Rata Share of such prepayment. If such notice is given by the Company, the
Company shall make



                                       23

<PAGE>   30



such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein, together with, in the case of Offshore
Rate Loans, accrued interest to such date on the amount prepaid and any amounts
required pursuant to Section 3.4.

         (b) There shall be no premium or penalty imposed upon or incurred by
the Company in connection with the reduction of a Commitment, voluntary
termination, or prepayment under Section 2.5 or 2.6(a)(but any prepayment shall
be subject to Section 3.4).

         2.9 Repayment. The Company shall repay all Loans on May 3, 2001.

         2.10 Interest. (a) Each Loan shall bear interest on the outstanding
principal amount thereof at a rate per annum equal to (i) with respect to any
portion thereof maintained as an Offshore Rate Loan, the Offshore Rate for each
applicable Interest Period plus the Applicable Margin, and (ii) with respect to
any portion thereof maintained as a Base Rate Loan, the Base Rate (subject to
the Company's right to convert to the other Type of Loan under Section 2.4).

                  (b) Interest on each Loan shall be paid in arrears on each
Interest Payment Date. Interest also shall be paid on the date of any conversion
of Offshore Rate Loans under Section 2.4 and prepayment of Offshore Rate Loans
under Sections 2.7 and 2.8, in each case for the portion of the Loans so
converted or prepaid.

                  (c) Notwithstanding the foregoing provisions of this Section,
upon notice to the Company from the Administrative Agent (acting at the request
or with the consent of the Majority Lenders) during the existence of any Event
of Default, and for so long as such Event of Default continues, the Company
shall pay interest (after as well as before entry of judgment thereon to the
extent permitted by law) on the principal amount of all outstanding Loans and,
to the extent permitted by applicable law, on any other amount payable hereunder
or under any other Loan Document, at a rate per annum which is determined by
adding 2% per annum to the rate otherwise applicable thereto pursuant to the
terms hereof or such other Loan Document (or, if no such rate is specified, the
Base Rate). All such interest shall be payable on demand.

                  (d) Anything herein to the contrary notwithstanding, the
obligations of the Company to any Lender hereunder shall be subject to the
limitation that payments of interest shall not be required for any period for
which interest is computed hereunder, to the extent (but only to the extent)
that contracting for or



                                       24

<PAGE>   31



receiving such payment by such Lender would be contrary to the provisions of any
law applicable to such Lender limiting the highest rate of interest that may be
lawfully contracted for, charged or received by such Lender, and in such event
the Company shall pay such Lender interest at the highest rate permitted by
applicable law.

         2.11 Fees. The Company agrees to pay to the Administrative Agent and
BAS such fees at such times and in such amounts as are mutually agreed to from
time to time by the Company, the Administrative Agent and BAS.

         2.12 Computation of Fees and Interest. (a) All computations of interest
for Base Rate Loans when the Base Rate is determined by Bank of America's
"reference rate", shall be made on the basis of a year of 365 or 366 days, as
the case may be, and actual days elapsed. All other computations of interest and
fees shall be made on the basis of a 360-day year and actual days elapsed.
Interest and fees shall accrue during each period during which such interest or
such fees are computed from the first day thereof to the last day thereof.

                  (b) Each determination of an interest rate by the
Administrative Agent shall be conclusive and binding on the Company and the
Lenders in the absence of manifest error. The Administrative Agent will, at the
request of the Company or any Lender, deliver to the Company or such Lender, as
the case may be, a statement showing the quotations used by the Administrative
Agent in determining any interest rate and the resulting interest rate.

         2.13 Payments by the Company. (a) All payments to be made by the
Company shall be made without set-off, recoupment or counterclaim. Except as
otherwise expressly provided herein, all payments by the Company shall be made
to the Administrative Agent for the account of the Lenders at the Administrative
Agent's Payment Office, and shall be made in Dollars and in immediately
available funds, no later than 2:00 p.m. (New York time) on the date specified
herein. The Administrative Agent will promptly distribute to each Lender its Pro
Rata Share (or other applicable share as expressly provided herein) of such
payment in like funds as received. Any payment received by the Administrative
Agent later than 2:00 p.m. (New York time) shall be deemed to have been received
on the following Business Day and any applicable interest or fee shall continue
to accrue.

                  (b) Whenever any payment is due on a day other than a Business
Day, such payment shall be made on the following Business Day (unless, in the
case of a payment with respect to an Offshore Rate Loan, the following Business
Day is in another calendar month, in which case such payment shall be made on
the



                                       25

<PAGE>   32



preceding Business Day), and such extension or reduction of time shall in such
case be included in the computation of interest or fees, as the case may be.

                  (c) Unless the Administrative Agent receives notice from the
Company prior to the date on which any payment is due to the Lenders that the
Company will not make such payment in full as and when required, the
Administrative Agent may assume that the Company has made such payment in full
to the Administrative Agent on such date in immediately available funds and the
Administrative Agent may (but shall not be so required), in reliance upon such
assumption, distribute to each Lender on such due date an amount equal to the
amount then due such Lender. If and to the extent the Company has not made such
payment in full to the Administrative Agent, each Lender shall repay to the
Administrative Agent on demand such amount distributed to such Lender, together
with interest thereon at the Federal Funds Rate for each day from the date such
amount is distributed to such Lender until the date repaid.

         2.14 Sharing of Payments, Etc. If, other than as expressly provided
elsewhere herein, any Lender shall obtain any payment or other recovery (whether
voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) on account of principal of or interest on any Loan, or any other
amount payable hereunder, in excess of its Pro Rata Share of payments and other
recoveries received by all Lenders, such Lender shall immediately (i) notify the
Administrative Agent of such fact and (ii) purchase from the other Lenders such
participations in the Loans made by (or other Obligations owed to) them as shall
be necessary to cause such purchasing Lender to share the excess payment or
other recovery pro rata with each of them so that each Lender has received its
Pro Rata Share of all such payments and other recoveries; provided that if all
or any portion of such excess payment or other recovery is thereafter recovered
from the purchasing Lender, such purchase shall to that extent be rescinded and
each other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lender's ratable share
(according to the proportion of (i) the amount of such paying Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Company agrees that any Lender so
purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 10.10) with respect to such participation as
fully as if such Lender were the direct creditor of the Company in the amount of
such participation. The Administrative Agent will keep records (which shall be
conclusive and binding in the absence of manifest error) of participations



                                       26

<PAGE>   33



purchased under this Section and will in each case notify the Lenders following
any such purchases or repayments.

         If, other than as expressly provided elsewhere herein, any Lender shall
obtain any payment or other recovery (whether voluntary, involuntary, through
the exercise of any right of set-off, or otherwise) on account of principal of
or interest on its Loan, or any other amount payable hereunder, in excess of the
share of payments and other recoveries such Lender would have received if such
payment or other recovery had been distributed pursuant to the provisions of
subsection 2.15(a) or (b) (whichever is applicable at the time of such payment
or other recovery), such Lender shall immediately (i) notify the Administrative
Agent of such fact and (ii) purchase from the other Lenders such participations
in the Loans made by (or other Obligations owed to) them as shall be necessary
to cause such purchasing Lender to share the excess payment or other recovery
pro rata with each of them in accordance with the order of payments set forth in
subsection 2.15(a) or (b), as the case may be; provided that if all or any
portion of such excess payment or other recovery is thereafter recovered from
the purchasing Lender, such purchase shall to that extent be rescinded and each
other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lender's ratable share
(according to the proportion of (i) the amount of such paying Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Company agrees that any Lender so
purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 10.10) with respect to such participation as
fully as if such Lender were the direct creditor of the Company in the amount of
such participation. The Administrative Agent will keep records (which shall be
conclusive and binding in the absence of manifest error) of participations
purchased under this Section and will in each case notify the Lenders following
any such purchases or repayments.


                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.1 Taxes. (a) Any and all payments by the Company to each Lender or
the Administrative Agent under this Agreement and any other Loan Document shall
be made free and clear of, and without deduction or withholding for, any Taxes.
In addition, the Company shall pay all Other Taxes.




                                       27

<PAGE>   34



                  (b) If the Company shall be required by law to deduct or
withhold any Taxes or Other Taxes from or in respect of any sum payable
hereunder to any Lender or the Administrative Agent, then:

                           (i) the sum payable shall be increased as necessary
         so that, after making all required deductions and withholdings
         (including deductions and withholdings applicable to additional sums
         payable under this Section), such Lender or the Administrative Agent,
         as the case may be, receives and retains an amount equal to the sum it
         would have received and retained had no such deductions or withholdings
         been made;

                           (ii) the Company shall make such deductions and
         withholdings; and

                           (iii) the Company shall pay the full amount deducted
         or withheld to the relevant taxing authority or other authority in
         accordance with applicable law.

                  (c) The Company agrees to indemnify and hold harmless each
Lender and the Administrative Agent for the full amount of Taxes and Other Taxes
in the amount that such Lender specifies as necessary to preserve the after-tax
yield such Lender would have received if such Taxes or Other Taxes had not been
imposed, and any liability (including penalties, interest, additions to tax and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
or Other Taxes were correctly or legally asserted. Payment under this
indemnification shall be made within 30 days after the date such Lender or the
Administrative Agent makes written demand therefor.

                  (d) Within 30 days after the date of any payment by the
Company of any Taxes or Other Taxes, the Company shall furnish each applicable
Lender and the Administrative Agent the original or a certified copy of a
receipt evidencing payment thereof, or other evidence of payment satisfactory to
such Lender and the Administrative Agent.

                  (e) Notwithstanding the foregoing provisions of this Section
3.1, (i) if any Lender fails to notify the Company of any event or circumstance
which will entitle such Lender to compensation pursuant to this Section 3.1
within 90 days after such Lender obtains knowledge of such event or
circumstance, then such Lender shall not be entitled to compensation from the
Company for any amount arising prior to the date which is 90 days before the
date on which such Lender notifies the Company of such event or circumstance;
and (ii) the Company shall not be required to pay an additional amount to, or to
indemnify, any Lender pursuant to this Section 3.1 to the extent that (x) the



                                       28

<PAGE>   35



obligation to withhold or pay such amount existed on the Initial Date (as
defined below) or (y) the obligation to withhold or pay such amount would not
have arisen but for the failure of such Lender to comply with the provisions of
Section 9.10 of this Agreement. For purposes of clause (ii) of the foregoing
sentence "Initial Date" means (A) in the case of any Lender that is a signatory
hereto, the date of this Agreement, (B) in the case of any Person which
subsequently becomes a Lender hereunder, the date of the applicable Assignment
and Acceptance, and (C) in the case of any Participant, the date on which it
becomes a Participant.

         3.2 Illegality. (a) If any Lender reasonably determines that the
introduction of any Requirement of Law, or any change in any Requirement of Law,
or in the interpretation by a Governmental Authority or the administration of
any Requirement of Law, has made it unlawful, or that any central bank or other
Governmental Authority has asserted that it is unlawful, for such Lender or its
applicable Lending Office to make Offshore Rate Loans, then, on notice thereof
by such Lender to the Company through the Administrative Agent, any obligation
of such Lender to make Offshore Rate Loans shall be suspended until such Lender
notifies the Administrative Agent and the Company that the circumstances giving
rise to such determination no longer exist.

                  (b) If a Lender reasonably determines that it is unlawful to
maintain any Offshore Rate Loan, the Company shall, upon its receipt of notice
of such fact and demand from such Lender (with a copy to the Administrative
Agent), convert such Offshore Rate Loan of such Lender (and concurrently pay all
interest accrued thereon and amounts required under Section 3.4) to a Base Rate
Loan, either on the last day of the Interest Period thereof, if such Lender may
lawfully continue to maintain such Offshore Rate Loan to such day, or
immediately, if such Lender may not lawfully continue to maintain such Offshore
Rate Loan.

                  (c) If the obligation of any Lender to make or maintain
Offshore Rate Loans has been so terminated or suspended, all Loans which would
otherwise be made or maintained by such Lender as Offshore Rate Loans shall be
instead Base Rate Loans.

         3.3 Increased Costs and Reduction of Return. (a) If any Lender
reasonably determines that, due to either (i) the introduction of or any change
(other than any change by way of imposition of or increase in reserve
requirements included in the calculation of the Offshore Rate) after the date
hereof in or in the interpretation of any law or regulation by a Governmental
Authority or (ii) compliance by such Lender with any guideline or request from
any central bank or other Governmental Authority (whether or not having the
force of law) adopted, issued or



                                       29

<PAGE>   36



delivered after the date hereof, there shall be any increase in the cost to such
Lender (excluding any Taxes, Other Taxes or taxes imposed on or measured by the
net income of such Lender, and franchise taxes and similar taxes) of agreeing to
make or making, funding or maintaining any Offshore Rate Loan, then the Company
shall be liable for, and shall from time to time, within 15 days after demand
(with a copy of such demand to be sent to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender, additional amounts as are
sufficient to compensate such Lender for such increased cost.

                  (b) If any Lender shall have reasonably determined that (i)
the introduction after the date hereof of any Capital Adequacy Regulation, (ii)
any change after the date hereof in any Capital Adequacy Regulation, (iii) any
change after the date hereof in the interpretation or administration of any
Capital Adequacy Regulation by any central bank or other Governmental Authority
charged with the interpretation or administration thereof, or (iv) compliance by
such Lender (or its Lending Office) or any corporation controlling such Lender
with any Capital Adequacy Regulation (excluding any Capital Adequacy Regulation
as in effect on the date hereof) affects or would affect the amount of capital
required or expected to be maintained by such Lender or any corporation
controlling such Lender and (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy and such Lender's
desired return on capital) reasonably determines that the amount of such capital
is increased as a consequence of its Commitment, Loans or obligations under this
Agreement, then, upon demand of such Lender to the Company through the
Administrative Agent, the Company shall pay to such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender for such increase.

                  (c) Notwithstanding the foregoing provisions of this Section
3.3, if any Lender fails to notify the Company in writing of any event or
circumstance which will entitle such Lender to compensation pursuant to this
Section 3.3 within 90 days after such Lender obtains knowledge of such event or
circumstance, then such Lender shall not be entitled to compensation from the
Company for any amount arising prior to the date which is 90 days before the
date on which such Lender notifies the Company of such event or circumstance.

         3.4 Funding Losses. The Company shall reimburse each Lender and hold
each Lender harmless from any loss or expense which the Lender may sustain or
incur as a consequence of:

                  (a)      the failure of the Company to borrow, continue or
convert a Loan after the Company has given (or is deemed to have



                                       30

<PAGE>   37



given) a Notice of Borrowing or a Notice of Conversion/Continuation;

                  (b) the failure of the Company to make any prepayment in
accordance with any notice delivered under Section 2.7 or 2.8;

                  (c) the prepayment (including after acceleration thereof) of
an Offshore Rate Loan on a day that is not the last day of the relevant Interest
Period; or

                  (d) the automatic conversion under subsection 2.4(a) of any
Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the
relevant Interest Period;

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its Offshore Rate Loans or from fees payable
to terminate the deposits from which such funds were obtained (but excluding any
loss of margin or profit arising from any action or inaction of the nature
described in paragraphs (a) through (d) of this Section 3.4). For purposes of
calculating amounts payable by the Company to the Lenders under this Section and
under subsection 3.3(a), each Offshore Rate Loan of a Lender (and each related
reserve, special deposit or similar requirement) shall be conclusively deemed to
have been funded at the LIBOR used in determining the Offshore Rate for such
Offshore Rate Loan by a matching deposit or other borrowing in the interbank
eurodollar market for a comparable amount and for a comparable period, whether
or not such Offshore Rate Loan is in fact so funded.

         3.5 Inability to Determine Rates. If (a) the Administrative Agent
determines that for any reason adequate and reasonable means do not exist for
determining the Offshore Rate for any requested Interest Period with respect to
a proposed Offshore Rate Loan, or (b) the Majority Lenders determine that the
Offshore Rate applicable pursuant to subsection 2.10(a) for any requested
Interest Period with respect to a proposed Offshore Rate Loan does not
adequately and fairly reflect the cost to such Lenders of funding such Loan, the
Administrative Agent will promptly so notify the Company and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Offshore Rate
Loans hereunder shall be suspended until the Administrative Agent (upon the
instruction of the Majority Lenders in the case of clause (b)) revokes such
notice in writing. Upon receipt of such notice, the Company may revoke any
Notice of Borrowing or Notice of Conversion/Continuation then submitted by it.
If the Company does not revoke such Notice, the Lenders shall make, convert or
continue the Loans, as proposed by the Company, in the amount specified in the
applicable notice submitted by the Company, but



                                       31

<PAGE>   38



such Loans shall be made, converted or continued as Base Rate Loans instead of
Offshore Rate Loans.

         3.6 Certificates of Lenders. Any Lender claiming reimbursement or
compensation under this Article III shall deliver to the Company (with a copy to
the Administrative Agent) a certificate setting forth in reasonable detail the
amount payable to such Lender hereunder and the manner in which such amount has
been calculated, and such certificate shall be conclusive and binding on the
Company in the absence of manifest error.

         3.7 Mitigation. Each Lender shall promptly notify the Company and the
Administrative Agent of any event of which it has knowledge which will result
in, and will use reasonable commercial efforts available to it (and not, in such
Lender's good faith judgment, otherwise disadvantageous to such Lender) to
mitigate or avoid, (i) any obligation of the Company to pay any amount pursuant
to Section 3.1 or 3.3 or (ii) the occurrence of any circumstance of the nature
described in Section 3.2 or 3.5. Without limiting the foregoing, each Lender
will designate a different Lending Office if such designation will avoid (or
reduce the cost to the Company of) any event described in clause (i) or (ii) of
the preceding sentence and such designation will not, in such Lender's good
faith judgment, be otherwise disadvantageous to such Lender.

         3.8 Substitution of Lenders. Upon the receipt by the Company from any
Lender of a claim for compensation under Section 3.1 or 3.3 or a notice of the
type described in Section 3.2, the Company may: (i) designate a replacement bank
or financial institution satisfactory to the Company (a "Replacement Lender") to
acquire and assume all or a ratable part of all of such affected Lender's Loans
and Commitment; and/or (ii) request one or more of the other Lenders to acquire
and assume all or a ratable part of all of such affected Lender's Loans (it
being understood that no Lender shall be obligated to comply with any such
request). Any designation of a Replacement Lender under clause (i) shall be
subject to the prior written consent of the Administrative Agent (which consent
shall not be unreasonably withheld).

         3.9 Survival. The agreements and obligations of the Company in this
Article III shall survive the termination of this Agreement and the payment of
all other Obligations.



                                       32

<PAGE>   39



                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         4.1 Conditions to Effectiveness. This Agreement shall become effective
on the date (the "Signing Date") on which the Administrative Agent shall have
received (i) this Agreement executed by each party hereto and (ii) evidence of
payment by the Company of all accrued and unpaid fees, costs and expenses to the
extent then due and payable hereunder on the Signing Date, together with
Attorney Costs of Bank of America to the extent invoiced prior to the Signing
Date, plus such additional amounts of Attorney Costs as shall constitute Bank of
America's reasonable estimate of Attorney Costs incurred or to be incurred by it
through the closing proceedings (provided that such estimate shall not
thereafter preclude final settling of accounts between the Company and Bank of
America, which shall be made based upon actual Attorney Costs), including any
such costs, fees, costs and expenses arising under or referenced in Sections
2.11 and 10.4. The Administrative Agent shall determine when the Signing Date
has occurred and will promptly notify the Company and the Lenders thereof in
writing.

         4.2 Conditions to the Borrowing. The obligation of each Lender to make
the Loan to be made by it is subject to the satisfaction of the following
conditions precedent on the date of the funding of such Loan (the "Funding
Date"), which shall not be later than November 30, 1999:

                  (a) Signing Date. The Signing Date shall have occurred.

                  (b) Notes; Corporate Documents; Fees. The Administrative Agent
shall have received all of the following, in form and substance satisfactory to
the Administrative Agent and each Lender, and (except for the Notes) in
sufficient copies for each Lender:

                  (i)      Notes. The Notes executed by each party thereto.

                  (ii)     Resolutions; Incumbency.

                                    (A) Copies of the resolutions of the board
                           of directors of the Company authorizing the execution
                           and delivery of the Loan Documents and the
                           consummation of the transactions contemplated hereby,
                           certified as of the Funding Date by the Secretary or
                           an Assistant Secretary of such Person; and




                                       33

<PAGE>   40



                                    (B) a certificate of the Secretary or
                           Assistant Secretary of the Company certifying the
                           names and true signatures of the officers, employees
                           or authorized agents of the Company authorized to
                           execute and deliver the Loan Documents and to deliver
                           Notices of Borrowing, Notices of
                           Conversion/Continuation, Compliance Certificates and
                           similar documents.

                  (iii)    Organization Documents. The articles or certificate
                           of incorporation and the bylaws of the Company as in
                           effect on the Funding Date, certified by the
                           Secretary or Assistant Secretary of the Company as of
                           the Funding Date.

                  (iv)     Tax Ruling or Opinion. A tax ruling from the IRS or
                           an opinion of counsel to the effect that the Spin-Off
                           will be free of federal income taxes payable by the
                           Company.

                  (c) Notice. The Administrative Agent shall have received one
or more Notices of Borrowing pursuant to Section 2.3.

                  (d) Consummation of Spin-Off. The Administrative Agent shall
have received a certificate signed by a Responsible Officer of the Company,
dated as of the Funding Date, stating that, to the best of such officer's
knowledge after due inquiry, the Spin-Off has been consummated (or shall be
consummated substantially concurrently with the funding hereunder) on
substantially the terms set forth in the Form 10 and the Company's filing on
Form S-4, without giving effect to any material amendment thereto (other than
any amendment prior to the Funding Date or any amendment which does not affect
any member of the Tenneco Packaging Group), unless approved in writing by the
Required Lenders, which approval shall not be unreasonably withheld or delayed.

                  (e) Consents and Approvals. All approvals, consents,
exemptions, authorizations and actions by, or notices to, or filings with, any
Governmental Authority or other third party that are necessary or required prior
to and in connection with the Spin-Off or the execution, delivery and
performance by, or enforcement against, the Company of the Agreement or any
other Loan Document, shall have been obtained or made, as the case may be, and
are in full force and effect, and all applicable waiting periods shall have
expired without any action being taken or threatened by any competent authority
that would restrain, prevent or otherwise impose adverse conditions on the
Spin-Off or the financing thereof or the other transactions contemplated by the
Agreement and the Loan Documents.



                                       34

<PAGE>   41



                  (f) Payments of Fees and Expenses. Bank of America and BAS
shall have received evidence of payment by the Company of all accrued and unpaid
fees, costs and expenses to the extent then due and payable hereunder on the
Funding Date, together with Attorney Costs of Bank of America to the extent
invoiced prior to the Funding Date, plus such additional amounts of Attorney
Costs as shall constitute Bank of America's reasonable estimate of Attorney
Costs incurred or to be incurred by it through the Funding Date proceedings
(provided that such estimate shall not thereafter preclude final settling of
accounts between the Company and Bank of America, which shall be made based upon
actual Attorney Costs), including any such, fees, costs and expenses arising
under or referenced in Sections 2.11 and 10.4.

                  (g) Legal Opinions. An opinion of Jenner & Block, counsel to
the Company, substantially in the form of Exhibit D.

                  (h) Certificate. A certificate signed by a Responsible
Officer, dated as of the Funding Date, stating that to the best of his knowledge
after due inquiry:

                      (i) the representations and warranties contained in
         Article V are true and correct on and as of such date, as though made
         on and as of such date;

                      (ii) no Event of Default or Unmatured Event of Default
         exists or would result from the borrowing on the Funding Date; and

                      (iii) since June 30, 1999, no event or circumstance has
         occurred that has resulted or could reasonably be expected to result in
         a Material Adverse Effect.

                  (i) Other Documents.  Such other approvals, documents
or materials as the Administrative Agent or any Lender may
reasonably request.


                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants (it being understood that
representations and warranties made with respect to the Company and its
Subsidiaries shall apply to the Tenneco Packaging Group prior to the Funding
Date) to the Administrative Agent and each Lender that:

         5.1 Corporate Existence and Power. The Company and each of its
Subsidiaries:



                                       35

<PAGE>   42



                  (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization;

                  (b) has the power and authority and all governmental licenses,
authorizations, consents and approvals to own its assets, to carry on its
business and to execute, deliver and perform its obligations under the Loan
Documents to which it is a party;

                  (c) is duly qualified to do business in each jurisdiction
where its ownership, lease or operation of property or the conduct of its
business requires such qualification; and

                  (d) is in compliance with all Requirements of Law;

except, in each case referred to in clause (c) or clause (d), to the extent that
the failure to do so could not reasonably be expected to have a Material Adverse
Effect.

         5.2 Corporate Authorization; No Contravention. The execution, delivery
and performance by the Company of each Loan Document to which the Company is
party have been duly authorized by all necessary corporate action, and do not
and will not:

                  (a) contravene the terms of any of the Company's Organization
Documents;

                  (b) conflict with or result in any breach or contravention of,
or the creation of any Lien under, any document evidencing any material
Contractual Obligation to which the Company or any of its Subsidiaries is a
party or any order, injunction, writ or decree of any Governmental Authority to
which the Company or any of its Subsidiaries or any of its property is subject;
or

                  (c) violate any Requirement of Law applicable to the Company
or any Subsidiary.

         5.3 Governmental Authorization. Except those required in connection
with the Spin-Off, no approval, consent, exemption, authorization or other
action by, or notice to, or filing with, any Governmental Authority (other than
any of the foregoing which has been obtained or made and is in full force and
effect) is necessary or required in connection with the execution, delivery or
performance by the Company of the Agreement or any other Loan Document.

         5.4 Binding Effect. This Agreement and each other Loan Document
constitute the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, except as
enforceability may be limited



                                       36

<PAGE>   43



by applicable bankruptcy, insolvency or similar laws affecting the enforcement
of creditors' rights generally or by equitable principles relating to
enforceability.

         5.5 Litigation. Except as disclosed in a memorandum delivered to the
Lenders prior to the Signing Date, there are no actions, suits, proceedings,
claims, disputes pending or, to the Knowledge of the Company, threatened, at
law, in equity, in arbitration or before any Governmental Authority, against the
Company or any Subsidiary or any of their respective properties which: (a)
purport to affect or pertain to this Agreement or any other Loan Document, or
any of the transactions contemplated hereby or thereby; or (b) if determined
adversely to the Company or its Subsidiaries, could in the reasonable judgment
of the Company be expected to have a Material Adverse Effect. No injunction,
writ, temporary restraining order or other order of any nature has been issued
by any court or other Governmental Authority purporting to enjoin or restrain
the execution, delivery or performance of this Agreement or any other Loan
Document, or directing that the transactions provided for herein or therein not
be consummated as herein or therein provided.

         5.6 No Default. No Event of Default or Unmatured Event of Default
exists or would result from the incurring of any Obligations by the Company. As
of the Signing Date, neither the Company nor any Subsidiary is in default under
or with respect to any Contractual Obligation in any respect which, individually
or together with all such defaults, could reasonably be expected to have a
Material Adverse Effect.

         5.7 ERISA Compliance. (a) Each Plan is in compliance in all material
respects with the applicable provisions of ERISA, the Code and other federal or
state law. Each Plan which is intended to qualify under Section 401(a) of the
Code has received a favorable determination letter from the IRS, and to the best
knowledge of the Company, nothing has occurred which would cause the loss of
such qualification. The Company and each ERISA Affiliate has made all required
contributions to any Plan subject to Section 412 of the Code, and no application
for a funding waiver or an extension of any amortization period pursuant to
Section 412 of the Code has been made with respect to any Plan.

                  (b) There are no pending or, to the best knowledge of Company,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan which has resulted or could reasonably be expected to
result in a Material Adverse Effect. There has been no prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan which
has resulted or could reasonably be expected to result in a Material Adverse
Effect.




                                       37

<PAGE>   44



                  (c) (i) No ERISA Event has occurred or is reasonably expected
to occur; (ii) no contribution failure has occurred with respect to a Pension
Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; (iii) no
Pension Plan has any material Unfunded Pension Liability; (iv) neither the
Company nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any material liability under Title IV of ERISA with respect to any Pension Plan
(other than premiums due and not delinquent under Section 4007 of ERISA); (v)
neither the Company nor any ERISA Affiliate has incurred, or reasonably expects
to incur, any material liability (and no event has occurred which, with the
giving of notice under Section 4219 of ERISA, would result in such liability)
under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and
(vi) neither the Company nor any ERISA Affiliate has engaged in a transaction
that could be subject to Section 4069 or 4212(c) of ERISA.

         5.8 Use of Proceeds; Margin Regulations. The proceeds of the Loans will
be used solely for the purposes set forth in and permitted by Section 6.12 and
Section 7.7. Neither the Company nor any Subsidiary is generally engaged in the
business of purchasing or selling Margin Stock or extending credit for the
purpose of purchasing or carrying Margin Stock.

         5.9 Title to Properties. The Company and each Subsidiary (other than
foreign Subsidiaries) have (or, in the case of property that will be transferred
to the Tenneco Packaging Group in connection with the Spin-Off, after such
transfer will have) good record title in fee simple to all real property (other
than leasehold property) necessary to conduct their respective businesses in the
ordinary course, except for (i) Permitted Liens, and (ii) such defects in title
as could not, individually or in the aggregate, have a Material Adverse Effect.
As of the Signing Date, the property of the Company and its Subsidiaries is
subject to no Liens, other than Permitted Liens.

         5.10 Taxes. The Company and its Subsidiaries have filed all Federal and
other material tax returns and reports which are required to be filed, and have
paid all Federal and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings and for which adequate reserves have been
provided in accordance with GAAP. There is no proposed tax assessment against
the Company or any Subsidiary that would, if made, have a Material Adverse
Effect.

         5.11 Financial Condition. (a)(1) The combined financial statements of
the Company and its Subsidiaries dated as of December 31, 1998, and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for the



                                       38

<PAGE>   45



fiscal year ended on that date reported on by Arthur Andersen LLP and set forth
in the Form 10 and the Company's filings on Form S- 4 (as referenced in the
definition of Spin-Off), and (2) the interim combined financial statements of
the Company and its Subsidiaries dated June 30, 1999, and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for the fiscal quarter ended on that date reported on by Arthur Andersen
LLP and set forth in the Form 10 and the Company's filings on Form S-4 (as
referenced in the definition of Spin-Off):

                           (i) were prepared in accordance with GAAP
         consistently applied for the periods covered thereby, except as
         otherwise expressly noted therein (subject, in the case of the
         unaudited interim statements, to ordinary, good faith year-end audit
         adjustments); and

                           (ii) fairly present (subject, in the case of the
         unaudited interim statements, to ordinary, good faith year-end audit
         adjustments) the financial condition of the Company and its
         Subsidiaries as of the dates thereof and the results of operations for
         the periods covered thereby.

                  (b) Since June 30, 1999, there has been no Material Adverse
Effect.

         5.12 Environmental Matters. The Company conducts in the ordinary course
of business a review of the effect of existing Environmental Laws and existing
Environmental Claims on its business, operations and properties, and as a result
thereof the Company has reasonably concluded that, except as specifically
disclosed in Schedule 5.12, such Environmental Laws and Environmental Claims are
unlikely to have, individually or in the aggregate, a Material Adverse Effect.

         5.13 Regulated Entities. None of the Company, any Person controlling
the Company, or any Subsidiary is an "Investment Company" within the meaning of
the Investment Company Act of 1940. The Company is not subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act, any
state public utilities code, or any other Federal or state statute or regulation
limiting its ability to incur Indebtedness.

         5.14 No Burdensome Restrictions. Neither the Company nor any Subsidiary
is bound by, or subject to any restriction in, any Organization Document or
Requirement of Law, which could reasonably be expected to have a Material
Adverse Effect.

         5.15  Copyrights, Patents, Trademarks and Licenses, etc. The Company or
its Subsidiaries own or are licensed or otherwise have the right to use all of
the material patents, trademarks,



                                       39

<PAGE>   46



service marks, trade names, copyrights, contractual franchises, authorizations
and other rights that are reasonably necessary for the operation of their
respective businesses, without conflict with the rights of any other Person,
except to the extent failure to own, license or otherwise have the right to use
any such item, or any such conflict, could not reasonably be expected to have a
Material Adverse Effect. The Company has not received any written notice that
any slogan or other advertising device, product, process, method, substance,
part or other material now employed, or now contemplated to be employed, by the
Company or any Subsidiary, and which is material to the business or operations
of the Company and its Subsidiaries, infringes upon any rights held by any other
Person (excluding infringements which could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect).

         5.16 Subsidiaries. As of the Signing Date, the Company has no
Subsidiaries other than those specifically disclosed in part (a) of Schedule
5.16 and has no equity investments in any other corporation or entity other than
those specifically disclosed in part (b) of Schedule 5.16. As of the Funding
Date, the additional Subsidiaries disclosed on part (c) of Schedule 5.16 also
will become Subsidiaries of the Company in connection with the Spin-Off, and
therefore are part of the Tenneco Packaging Group.

         5.17 Insurance. The properties of the Company and its Subsidiaries are
insured with financially sound and reputable insurance companies (or pursuant to
a self-insurance program) in such amounts, with such deductibles and covering
such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where the Company or such Subsidiary
operates.

         5.18 Year 2000 Problem. The Company and its Subsidiaries have reviewed
the areas within their business and operations which could be adversely affected
by, and have developed programs to address on a timely basis, the "Year 2000
Problem" (that is, the risk that computer applications used by the Company may
be unable to recognize and perform properly date-sensitive functions involving
certain dates prior to and any date after December 31, 1999). Based on such
review and programs, the Company reasonably believes that the "Year 2000
Problem" will not result in a Material Adverse Effect.

         5.19 Full Disclosure. The representations and warranties made by the
Company and its Subsidiaries in the Loan Documents as of the date such
representations and warranties are made or deemed made, and the statements
contained in any exhibit, report, statement or certificate furnished in writing
by or on behalf of the Company or any Subsidiary in connection with the Loan



                                       40

<PAGE>   47



Documents, taken as a whole, do not contain any untrue statement of a material
fact or omit any material fact required to be stated therein or necessary to
make the statements made therein, taken as a whole and in light of the
circumstances under which they are made, not misleading in any material respect
as of the time when made or delivered.

         5.20 Solvency, etc. On the Funding Date, and immediately prior to and
after giving effect to each Borrowing hereunder and the use of the proceeds
thereof, (a) the Company's assets will exceed its liabilities and (b) the
Company will be solvent, will be able to pay its debts as they mature, will own
property with fair saleable value greater than the amount required to pay its
debts and will have capital sufficient to carry on its business as then
constituted.

         5.21 Labor Relations. Except as disclosed in Schedule 5.21, there are
no strikes, lockouts or other work stoppages against the Company or any of its
Subsidiaries, or, to the Knowledge of the Company, threatened against or
affecting the Company or any of its Subsidiaries, and no significant unfair
labor practice complaint is pending against the Company or any of its
Subsidiaries or, to the best knowledge of the Company, threatened against any of
them before any Governmental Authority that, in each case, is likely to have a
Material Adverse Effect.


                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

         Beginning on the Funding Date and continuing so long as any Lender
shall have any Commitment hereunder, or any Loan or other Obligation shall
remain unpaid or unsatisfied, unless the Majority Lenders waive compliance in
writing:

         6.1 Financial Statements. The Company shall deliver to each Lender and
the Administrative Agent, in form and detail satisfactory to the Lenders and the
Administrative Agent (it being understood that for purposes hereof, the form and
detail required by the SEC for annual and quarterly reports filed pursuant to
the Exchange Act shall be deemed satisfactory):

                  (a) as soon as available, but not later than 90 days after the
end of each fiscal year, a copy of the audited consolidated balance sheet of the
Company and its Subsidiaries as at the end of such year and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for such year, setting forth in each case in comparative form the figures
for the previous fiscal year, and accompanied by the opinion of Arthur Andersen
LLC or another nationally-recognized



                                       41

<PAGE>   48



independent public accounting firm ("Independent Auditor"), which opinion (i)
shall state that such consolidated financial statements present fairly the
Company's consolidated financial position for the periods indicated in
conformity with GAAP and (ii) shall not be qualified or limited because of a
restricted or limited examination by the Independent Auditor of any material
portion of the Company's or any Subsidiary's records; and

                  (b) as soon as available, but not later than 50 days after the
end of each of the first three fiscal quarters of each fiscal year (commencing
with the fiscal quarter ending September 30, 1999), a copy of the unaudited
consolidated balance sheet of the Company and its Subsidiaries as of the end of
such quarter and the related consolidated statements of income, shareholders'
equity and cash flows for the period commencing on the first day and ending on
the last day of such quarter, and certified by a Responsible Officer as fairly
presenting, in accordance with GAAP (subject to ordinary, good faith year-end
audit adjustments), the financial position and the results of operations of the
Company and its Subsidiaries as of such date and for such period.

         6.2  Certificates; Other Information.  The Company shall
furnish to each Lender and the Administrative Agent:

                  (a) concurrently with the delivery of the financial statements
referred to in subsections 6.1(a) and (b), a Compliance Certificate executed by
a Responsible Officer;

                  (b) promptly after their becoming available, copies of all
financial statements and reports that the Company sends to its shareholders, and
copies of all financial statements and regular, periodic or special reports
(including Forms 10K, 10Q and 8K) that the Company or any Subsidiary may make
to, or file with, the SEC;

                  (c) promptly after their becoming available, any management
letter issued by the Company's Independent Auditor regarding the "Year 2000"
exposure or programs of the Company and its Subsidiaries; and

                  (d) promptly, such additional information regarding the
business, financial or corporate affairs of the Company or any Subsidiary as the
Administrative Agent, at the request of any Lender, may from time to time
reasonably request.

         6.3 Notices. The Company shall promptly (or, in the case of any event
described in clause (c)(ii) below, not less than 10 days prior to the occurrence
of such event) notify the Administrative Agent and each Lender:




                                       42

<PAGE>   49



                  (a) of the occurrence of any Event of Default or Unmatured
Event of Default known to the Company;

                  (b) of any of the following matters that has resulted or is
reasonably expected to result in a Material Adverse Effect: (i) breach or
non-performance of, or any default under, a Contractual Obligation of the
Company or any Subsidiary; (ii) any dispute, litigation, investigation,
proceeding or suspension between the Company or any Subsidiary and any
Governmental Authority; or (iii) the commencement of, or any material ruling,
order or judgment in, any litigation or proceeding affecting the Company or any
Subsidiary is a party, including pursuant to any applicable Environmental Laws;

                  (c) of the occurrence of any of the following events known to
the Company which affect the Company or any ERISA Affiliate, and deliver to the
Administrative Agent and each Lender a copy of any notice with respect to such
event that is filed with a Governmental Authority and any notice delivered by a
Governmental Authority to the Company or any ERISA Affiliate with respect to
such event:

                           (i) an ERISA Event;

                           (ii) a contribution failure with respect to a Pension
         Plan sufficient to give rise to a Lien under Section 302(f) of ERISA;

                           (iii) the adoption of, or the commencement of
         contributions to, any Pension Plan by the Company or any ERISA
         Affiliate that, in either case, requires material contributions; or

                           (iv) the adoption of any amendment to a Pension Plan
         if such amendment results in a material increase in contributions or
         Unfunded Pension Liability;

                  (d) of any material change in accounting policies or financial
reporting practices by the Company and its consolidated Subsidiaries; and

                  (e) of any change in the Moody's Rating or the S&P Rating.

                  Each notice under this Section shall be accompanied by a
written statement by a Responsible Officer setting forth details of the
occurrence referred to therein, and stating what action the Company or any
affected Subsidiary proposes to take with respect thereto.




                                       43

<PAGE>   50



         6.4 Preservation of Corporate Existence, Etc. The Company shall, and
shall cause each Subsidiary to (provided that nothing in this Section 6.4 shall
prevent the voluntary liquidation, dissolution or winding up, not under any
bankruptcy or insolvency law, of any Subsidiary so long as no Event of Default
exists and no Event of Default or Unmatured Event of Default will result
therefrom):

                  (a) preserve and maintain in full force and effect its
existence and good standing under the laws of its jurisdiction of organization;

                  (b) preserve and maintain in full force and effect all
governmental rights, privileges, qualifications, permits, licenses and
franchises necessary in the normal conduct of its business (except in connection
with transactions and sales of assets permitted by Section 7.4); and

                  (c) preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which could
reasonably be expected to have a Material Adverse Effect; provided, however,
that the Company shall have the right to assign to an Affiliate of Tenneco, or
not preserve or renew, certain trademarks of Tenneco that are currently owned by
the Company or any Subsidiary, but which are not used by the Company or such
Subsidiary.

         6.5 Maintenance of Property. The Company shall, and shall cause each
Subsidiary to, maintain and preserve all its property which is used or useful in
its business in good working order and condition, ordinary wear and tear
excepted, except to the extent that failure to do so would not reasonably be
expected to have a Material Adverse Effect.

         6.6 Insurance. The Company shall, and shall cause each Subsidiary to,
maintain, with financially sound and reputable independent insurers (or pursuant
to a self-insurance program), insurance with respect to its properties and
business in such amounts, with such deductibles, and covering such risks as are
customarily carried under similar circumstances by such other Persons.

         6.7 Payment of Obligations. The Company shall, and shall cause each
Subsidiary to, pay and discharge, as the same become due and payable: (a) all
material tax liabilities, assessments and governmental charges or levies upon it
or its properties or assets and (b) all material claims which, if unpaid, would
by law become a Lien upon its property, unless, in each case, the same are being
contested in good faith by appropriate proceedings and adequate reserves in
accordance with GAAP are being maintained by the Company or such Subsidiary.



                                       44

<PAGE>   51



         6.8 Compliance with Laws. The Company shall, and shall cause each
Subsidiary to, comply with all Requirements of Law of any Governmental Authority
having jurisdiction over it or its business (including the Federal Fair Labor
Standards Act) the non-compliance with which might have a Material Adverse
Effect.

         6.9 Compliance with ERISA. The Company shall, and shall cause each of
its ERISA Affiliates to: (a) maintain each Plan in compliance in all material
respects with the applicable provisions of ERISA, the Code and other federal or
state law; (b) cause each Plan which is qualified under Section 401(a) of the
Code to maintain such qualification; and (c) make all required contributions to
any Plan subject to Section 412 of the Code.

         6.10 Inspection of Property and Books and Records. The Company shall,
and shall cause each Subsidiary to, maintain proper books of record and account,
in which full, true and correct entries (sufficient to permit the preparation of
consolidated financial statements in conformity with GAAP) shall be made of all
financial transactions and matters involving the assets and business of the
Company and such Subsidiary. The Company shall permit, and shall cause each
Subsidiary to permit, the Administrative Agent, any Lender or their respective
representatives, subject to such limitations as the Company may reasonably
impose to ensure compliance with any applicable legal or contractual
restrictions, to visit and inspect the properties of the Company or any
Subsidiary, to examine their respective corporate, financial and operating
records, and make copies thereof or abstracts therefrom, and to discuss the
affairs, finances and accounts of the Company or any Subsidiary with their
respective officers at such reasonable times during normal business hours as may
be reasonably desired, upon reasonable advance notice to the Company; provided
that when an Event of Default exists the Administrative Agent or any Lender may
do any of the foregoing at any time during normal business hours and without
advance notice.

         6.11 Environmental Laws. The Company shall, and shall cause each
Subsidiary to, conduct its operations and keep and maintain its property in
compliance with all Environmental Laws, except to the extent any failure to be
compliance would not, individually or in the aggregate with all other such
failures, reasonably be expected to result in a Material Adverse Effect.

         6.12 Use of Proceeds. The Company shall use the proceeds of the Loans
for refinancing existing indebtedness of Tenneco or its Subsidiaries (including
the Company) and for working capital and other general corporate purposes
(including the payment of dividends concurrently with the Spin-Off as set forth
in the Form 10) not in contravention of any Requirement of Law or of any Loan
Document; provided that the Company shall not use the proceeds of



                                       45

<PAGE>   52



any Loan to make any Acquisition if the Board of Directors of the Person to be
acquired has not approved such Acquisition.

         6.13 Change in Business. The Company and its Subsidiaries taken as a
whole shall continue the primary businesses in which they are engaged on the
Funding Date and lines of business reasonably related thereto.


                                   ARTICLE VII

                               NEGATIVE COVENANTS

         Beginning on the Funding Date and continuing so long as any Lender
shall have any Commitment hereunder, or any Loan or other Obligation shall
remain unpaid or unsatisfied, unless the Majority Lenders waive compliance in
writing:

         7.1  Financial Condition Covenants.

                  (a) Minimum Interest Coverage Ratio. The Company shall not
permit, as of the last day of any fiscal quarter (beginning with the first
fiscal quarter ending after the Funding Date), its Interest Coverage Ratio to be
less than (i) for each Computation Period ending prior to October 1, 2000, 3.0
to 1 and (ii) for each Computation Period ending thereafter, 3.5 to 1.

                  (b) Maximum Total Debt to EBITDA Ratio. The Company shall not
permit the Total Debt to EBITDA Ratio to be greater than (i) 3.85 at any time
prior to the earlier of (A) April 1, 2000 and (B) the consummation of the PCA
IPO, and (ii) 3.5 to 1 at any time thereafter.

         7.2 Limitation on Liens. The Company shall not, and shall not suffer or
permit any Subsidiary to, directly or indirectly, make, create, incur, assume or
suffer to exist any Lien upon or with respect to any part of its property,
whether now owned or hereafter acquired, other than the following ("Permitted
Liens"):

                  (a) any Lien existing on the Funding Date and set forth in
Schedule 7.2, and any extension, renewal or replacement of any such Lien so long
as the principal amount secured thereby is not increased (other than an increase
resulting solely from a change in applicable rates of exchange between U.S.
Dollars, on the one hand, and any other currency in which such principal amount
is denominated, on the other hand) and the scope of the property subject to such
Lien is not extended;

                  (b) Liens imposed by law for taxes, assessments or charges of
any Governmental Authority for claims not yet due, or to the extent that
non-payment thereof is permitted by Section



                                       46

<PAGE>   53



6.7, provided that no notice of Lien has been filed or recorded under the Code;

                  (c) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other Liens imposed by law or created
in the ordinary course of business which are not delinquent or remain payable
without penalty or which are being contested in good faith by appropriate
proceedings;

                  (d) Liens (other than any Lien imposed by ERISA) consisting of
pledges or deposits required in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other social security
legislation;

                  (e) Liens on the property of the Company or any Subsidiary
securing (i) the non-delinquent performance of bids, trade contracts (other than
for borrowed money), leases, statutory obligations, (ii) surety bonds (excluding
appeal bonds and other bonds posted in connection with court proceedings or
judgments) and (iii) other non-delinquent obligations of a like nature in each
case incurred in the ordinary course of business, provided all such Liens in the
aggregate would not (even if enforced) cause a Material Adverse Effect;

                  (f) Liens consisting of judgment or judicial attachment liens
and liens securing contingent obligations on appeal bonds and other bonds posted
in connection with court proceedings or judgments, provided that (i) in the case
of judgment and judicial attachment liens, the enforcement of such Liens is
effectively stayed and (ii) all such liens in the aggregate at any time
outstanding for the Company and its Subsidiaries do not exceed $20,000,000;

                  (g) easements, rights-of-way, covenants, conditions,
restrictions and other similar encumbrances incurred in the ordinary course of
business which, individually or in the aggregate, do not materially interfere
with the ordinary conduct of the respective businesses of the Company and its
Subsidiaries;

                  (h) Liens securing obligations in respect of Capital Leases or
operating leases on assets subject to such leases, provided that, in the case of
Capital Leases, such Capital Leases are otherwise permitted hereunder;

                  (i) Liens arising solely by virtue of any statutory or common
law provision relating to banker's liens, rights of set-off or similar rights
and remedies as to deposit accounts or other funds maintained with a creditor
depository institution; provided that (i) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against



                                       47

<PAGE>   54



access by the Company in excess of those set forth by regulations promulgated by
the FRB, and (ii) such deposit account is not intended by the Company or any
Subsidiary to provide collateral to the depository institution;

                  (j) any Lien on property existing at the time of acquisition
of such property by the Company or a Subsidiary, or Liens to secure the payment
of all or part of the purchase price of property upon the acquisition of
property by the Company or a Subsidiary or to secure any Indebtedness incurred
or guaranteed prior to, at the time of, or within one hundred eighty (180) days
after, the later of the date of acquisition of such property and the date such
property is placed in service, for the purpose of financing all or any part of
the purchase price thereof, or Liens to secure any Indebtedness incurred or
guaranteed for the purpose of financing the cost to the Company or a Subsidiary
or improvements to such acquired property;

                  (k) other Liens, in addition to those permitted by clauses (a)
through (j), securing Indebtedness or arising in connection with Securitization
Transactions; provided that(i) the sum (without duplication) of all such
Indebtedness (excluding Indebtedness arising in connection with Securitization
Transactions) shall not at any time exceed in the aggregate $100,000,000; and
(ii) the aggregate investment or claim held at any time by all purchasers,
assignees or other transferees of (or of interests in) receivables and other
rights to payment in all such Securitization Transactions, shall not at any time
exceed in the aggregate $200,000,000; and

                  (l) rights of first refusal, rights of Governmental
Authorities to approve transfers and other similar restrictions on transfer of
any ownership interest of the Company or any of its Subsidiaries in any joint
venture or similar investment in an entity (other than a Subsidiary) operating
primarily outside of the United States.

         7.3 Restrictions on Subsidiaries. The Company (a) will not enter into
any agreement or understanding pursuant to which any claim it may have against
any Subsidiary would be subordinate in any manner to the payment of any other
obligation of such Subsidiary and (b) will not, and will not permit any
Subsidiary to, enter into any agreement or understanding which by its terms
limits or restricts the ability of such Subsidiary to make funds available to
the Company (whether by way of a dividend or other distribution, by repayment of
any inter-company advance or otherwise) if, in any such case referred to in (a)
or (b) above, there is, at the time any such agreement is entered into, a
reasonable likelihood that all such agreements and understandings referred to in
(a) or (b) above, considered together, would



                                       48

<PAGE>   55



materially and adversely affect the ability of the Company to meet its
obligations as they become due.

         7.4 Consolidation, Mergers and Sales of Assets. The Company will not
merge or consolidate with any other Person or sell, lease, transfer or otherwise
dispose of its property and assets as, or substantially as, an entirety to any
Person, unless (a) either the Company shall be the continuing or surviving
corporation, or the successor or acquiring corporation shall be a solvent
corporation organized under the laws of any State of the United States of
America and shall expressly assume in writing all of the obligations of the
Company under this Agreement and the Notes, including all covenants herein and
therein contained, and such successor or acquiring corporation shall succeed to
and be substituted for the Company with the same effect as if it had been named
herein as a party hereto, provided that no such sale shall release the Company
from any of its obligations and liabilities under this Agreement or the Notes
unless such sale is followed by the complete liquidation of the Company and
substantially all the assets of the Company immediately following such sale are
distributed in such liquidation, and (b) the Company as the continuing or
surviving corporation or the successor or acquiring corporation, as the case may
be, shall not, immediately after such merger or consolidation, or such sale or
other disposition, be in default under any such obligations.

         7.5 Limitation on Subsidiary Indebtedness. The Company shall not permit
its Subsidiaries to create, incur, assume or suffer to exist, or otherwise
become or remain directly or indirectly liable with respect to, any Indebtedness
(excluding obligations in respect of Securitization Transactions) at any time
outstanding in an aggregate amount in excess of the greater of (a) $100,000,000
and (b) 12.5% of Total Debt.

         7.6 Transactions with Affiliates. The Company shall not, and shall not
permit any Subsidiary to, enter into any transaction with any Affiliate of the
Company (other than the Company or a Subsidiary), except upon fair and
reasonable terms no less favorable to the Company or such Subsidiary than would
obtain in a comparable arm's-length transaction with a Person not an Affiliate
of the Company or such Subsidiary.

         7.7 Use of Proceeds. The Company shall not, and shall not permit any
Subsidiary to, use any portion of the Loan proceeds, directly or indirectly, to
(i) engage principally, or as one of its important activities, in the business
of extending credit for the purposes of purchasing or carrying any Margin Stock
or (ii) use the proceeds of any Loan, directly or indirectly, whether immediate,
incidental or ultimate, (a) to purchase or carry, within the meaning of
Regulation U, any Margin Stock or to extend credit to others for the purpose of
purchasing or carrying any



                                       49

<PAGE>   56



Margin Stock, unless done in strict compliance with Regulation U and other
applicable law and the Company shall have executed and delivered to each Lender
prior to such use a Form U-1 statement evidencing compliance with Regulation U
and such other documents relating thereto as any Lender shall reasonably
request, or (b) in a manner which would violate, or result in a violation of,
Regulation U.

         7.8 ERISA. The Company shall not, and shall not permit any of its ERISA
Affiliates to: (a) engage in a prohibited transaction or material violation of
the fiduciary responsibility rules with respect to any Plan which has resulted
or could reasonably be expected to result in liability of the Company in an
aggregate amount in excess of $5,000,000; or (b) engage in a transaction that
could be subject to Section 4069 or 4212(c) of ERISA.

         7.9 Securitization Transactions. The Company shall not, and shall not
permit its Subsidiaries to enter into any Securitization Transaction to the
extent that the aggregate investment or claims held at any time by all
purchasers, assignees, transferees of (or of interests in) receivables and other
rights to payment in all Securitization Transactions would at any time exceed
$200,000,000.


                                  ARTICLE VIII

                                EVENTS OF DEFAULT

         8.1 Event of Default. Any of the following shall constitute an "Event
of Default":

                  (a) Non-Payment. The Company fails to pay, (i) when and as
required to be paid herein, any amount of principal of any Loan or (ii) within
five days after the same becomes due, any interest, fee or any other amount
payable hereunder or under any other Loan Document.

                  (b) Representation or Warranty. Any representation or warranty
by the Company or any Subsidiary made or deemed made herein or in any other Loan
Document, or which is contained in any certificate, document or financial or
other written statement by the Company, any Subsidiary or any Responsible
Officer furnished at any time under this Agreement or under any other Loan
Document, is incorrect in any material respect on or as of the date made or
deemed made.

                  (c) Specific Defaults. The Company fails to perform or observe
any term, covenant or agreement contained in Article VII.



                                       50

<PAGE>   57



                  (d) Other Defaults. The Company fails to perform or observe
any other term or covenant contained in this Agreement or any other Loan
Document (any such failure being referred to in this Section 8.1(d) as a
"default") and such default shall continue unremedied for a period of 30 days
after (i) the date upon which written notice of such default is given to the
Company by the Administrative Agent or (ii) if the Company fails to promptly
notify the Administrative Agent and the Lenders of the occurrence of any default
in accordance with Section 6.3, the date on which the Company has actual
knowledge of such default.

                  (e) Cross-Default. The Company or any Subsidiary (i) fails to
make any payment of Material Financial Obligations when due (whether by
scheduled maturity, required prepayment, acceleration, demand, or otherwise, but
after giving effect to any applicable grace or cure period); or (ii) fails to
perform or observe any other condition or covenant, or any other event shall
occur or condition exist, under one or more agreements or instruments relating
to Material Financial Obligations, if the effect of such failure, event or
condition is to cause (or require), or to permit the holder or holders of such
Material Financial Obligations (or the beneficiary or beneficiaries of such
Material Financial Obligations (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries)) to cause (or require), such
Material Financial Obligations to become due and payable (or to be purchased,
repurchased, defeased or cash collateralized) prior to the stated maturity
thereof.

                  (f) Insolvency; Voluntary Proceedings. The Company or any
Material Subsidiary (i) generally fails to pay, or admits in writing its
inability to pay, its debts as they become due, subject to applicable grace
periods, if any, whether at stated maturity or otherwise; (ii) voluntarily
ceases to conduct its business in the ordinary course; (iii) commences any
Insolvency Proceeding with respect to itself; or (iv) takes any action to
effectuate or authorize any of the foregoing; provided that the foregoing shall
not apply to the voluntary liquidation, dissolution or winding up of a
Subsidiary permitted by Section 6.4.

                  (g) Involuntary Proceedings. (i) Any involuntary Insolvency
Proceeding is commenced or filed against the Company or any Material Subsidiary,
or any writ, judgment, warrant of attachment, execution or similar process is
issued or levied against a substantial part of the Company's or any such
Subsidiary's properties, and such proceeding or petition shall not be dismissed,
or such writ, judgment, warrant of attachment, execution or similar process
shall not be released, vacated or fully bonded, within 60 days after
commencement, filing or levy; (ii) the Company or any Material Subsidiary admits
the material



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<PAGE>   58



allegations of a petition against it in any Insolvency Proceeding, or an order
for relief (or similar order under non- U.S. law) is ordered in any Insolvency
Proceeding with respect to the Company or such Subsidiary; or (iii) the Company
or any Material Subsidiary acquiesces in the appointment of a receiver, trustee,
custodian, conservator, liquidator, mortgagee in possession (or agent therefor),
or other similar Person for itself or a substantial portion of its property or
business.

                  (h) ERISA. (i) An ERISA Event shall occur with respect to a
Pension Plan or Multiemployer Plan which has resulted or could reasonably be
expected to result in liability of the Company under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of
$20,000,000; (ii) a contribution failure shall occur with respect to a Pension
Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; or (iii)
the Company or any ERISA Affiliate shall fail to pay when due, after the
expiration of any applicable grace period (or any period during which (x) the
Company is permitted to contest its obligation to make such payment without
incurring any liability (other than interest) or penalty and (y) the Company is
contesting such obligation in good faith and by appropriate proceedings), any
installment payment with respect to its withdrawal liability under Section 4201
of ERISA or any contribution obligation under Section 4243 of ERISA, in each
case under a Multiemployer Plan in an aggregate amount in excess of $30,000,000.

                  (i) Monetary Judgments. One or more non-interlocutory
judgments, non-interlocutory orders, decrees or arbitration awards is entered
against the Company or any Subsidiary involving in the aggregate a liability (to
the extent not covered by insurance as to which the insurer does not dispute
coverage) as to any single or related series of transactions, incidents or
conditions of $50,000,000 or more, and the same shall remain unvacated and
unstayed pending appeal for a period of 30 days after the entry thereof.

                  (j) Non-Monetary Judgments. Any non-monetary judgment, order
or decree is entered against the Company or any Subsidiary which does or would
reasonably be expected to have a Material Adverse Effect, and there shall be any
period of 30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect.

                  (k) Change of Control. Any Change of Control occurs.

         8.2 Remedies. If any Event of Default occurs, the Administrative Agent
shall, at the request of, or may, with the consent of, the Majority Lenders,



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<PAGE>   59



                  (a) if the Loans have not been made, declare the Commitment of
each Lender to make the Loans to be terminated, whereupon such Commitments shall
be terminated;

                  (b) if the Loans have been made, declare the unpaid principal
amount of all outstanding Loans, all interest accrued and unpaid thereon, and
all other amounts owing or payable hereunder or under any other Loan Document to
be immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Company; and

                  (c) in any event, exercise on behalf of itself and the Lenders
all other rights and remedies available to it and the Lenders under the Loan
Documents or applicable law;

provided that upon the occurrence of any event specified in subsection (f) or
(g) of Section 8.1 (in the case of clause (i) of subsection (g), upon the
expiration of the 60-day period mentioned therein), any obligation of the
Lenders to make Loans shall automatically terminate and the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid
shall automatically become due and payable without further act of the
Administrative Agent or any other Lender. The Administrative Agent shall
promptly notify the Company of any declaration described in clause (a) or (b) of
the preceding sentence, but failure to give any such notice shall not impair any
such declaration or result in any liability to the Administrative Agent.

         8.3 Notice of Defaults. The Administrative Agent shall give notice to
the Company under subsection 8.1(d)(i) promptly upon being requested to do so by
any Lender and shall thereupon notify all the Lenders thereof.

         8.4 Rights Not Exclusive. The rights provided for in this Agreement and
the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.


                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

         9.1 Appointment and Authorization; "Administrative Agent". Each Lender
hereby irrevocably (subject to Section 9.9) appoints, designates and authorizes
the Administrative Agent to take such action on its behalf under the provisions
of this Agreement and each other Loan Document and to exercise such powers and
perform



                                       53

<PAGE>   60



such duties as are expressly delegated to it by the terms of this Agreement or
any other Loan Document, together with such powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary contained elsewhere in
this Agreement or in any other Loan Document, the Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein,
nor shall the Administrative Agent have or be deemed to have any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" in this Agreement with reference to the
Administrative Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any applicable law.
Instead, such term is used merely as a matter of market custom, and is intended
to create or reflect only an administrative relationship between independent
contracting parties.

         9.2 Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects with reasonable care.

         9.3 Liability of Administrative Agent. None of the Administrative
Agent-Related Persons shall (i) be liable to any Lender for any action taken or
omitted to be taken by any of them under or in connection with this Agreement or
any other Loan Document or the transactions contemplated hereby (except for its
own gross negligence or willful misconduct), or (ii) be responsible in any
manner to any of the Lenders for any recital, statement, representation or
warranty made by the Company or any Subsidiary or Affiliate of the Company, or
any officer thereof, contained in this Agreement or in any other Loan Document,
or in any certificate, report, statement or other document referred to or
provided for in, or received by the Administrative Agent under or in connection
with, this Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or for any failure of the Company or any other party to any Loan
Document to perform its obligations hereunder or thereunder. No Administrative
Agent-Related Person shall be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of the Company or any of the Company's
Subsidiaries or Affiliates.



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<PAGE>   61



         9.4 Reliance by Administrative Agent. (a) The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, statement 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 counsel to the Company), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless it shall first receive such advice
or concurrence of the Majority Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or
consent of the Majority Lenders and such request and any action taken or failure
to act pursuant thereto shall be binding upon all of the Lenders.

                  (b) For purposes of determining compliance with the conditions
specified in Section 4.1, each Lender that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Administrative Agent to such Lender
for consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to the Lender.

         9.5 Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Event of Default or Unmatured
Event of Default, except with respect to defaults in the payment of principal,
interest and fees required to be paid to the Administrative Agent for the
account of the Lenders, unless the Administrative Agent shall have received
written notice from a Lender or the Company referring to this Agreement,
describing such Event of Default or Unmatured Event of Default and stating that
such notice is a "notice of default". If the Administrative Agent receives such
a notice, the Administrative Agent will notify the Lenders of its receipt of
such notice. The Administrative Agent shall take such action with respect to
such Event of Default or Unmatured Event of Default as may be requested by the
Majority Lenders in accordance with this Article IX; provided, however, that
unless and until the Administrative Agent has received any such request, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to



                                       55

<PAGE>   62



such Event of Default or Unmatured Event of Default as it shall deem advisable
or in the best interest of the Lenders.

         9.6 Credit Decision. Each Lender acknowledges that none of the
Administrative Agent-Related Persons has made any representation or warranty to
it, and that no act by the Administrative Agent hereinafter taken, including any
review of the affairs of the Company and its Subsidiaries, shall be deemed to
constitute any representation or warranty by any Administrative Agent-Related
Person to any Lender. Each Lender represents to the Administrative Agent that it
has, independently and without reliance upon any Administrative Agent-Related
Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the
Company and its Subsidiaries, and all applicable bank regulatory laws relating
to the transactions contemplated hereby, and made its own decision to enter into
this Agreement and to extend credit to the Company hereunder. Each Lender also
represents that it will, independently and without reliance upon any
Administrative Agent- Related Person 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 the other Loan Documents, and to make such investigations as it
deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Company.
Except for notices, reports and other documents expressly herein required to be
furnished to the Lenders by the Administrative Agent, the Administrative Agent
shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of the Company which may come
into the possession of any Administrative Agent-Related Person.

         9.7 Indemnification of Administrative Agent. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand the Administrative Agent-Related Persons (to the extent not
reimbursed by or on behalf of the Company and without limiting the obligation of
the Company to do so), pro rata, from and against any and all Indemnified
Liabilities; provided, however, that no Lender shall be liable for the payment
to any Administrative Agent-Related Person of any portion of the Indemnified
Liabilities resulting from such Person's gross negligence or willful misconduct.
Without limitation of the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
Agent in connection with the



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<PAGE>   63



preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Loan Document, or any document contemplated by or referred to herein,
to the extent that the Administrative Agent is not reimbursed for such expenses
by or on behalf of the Company. The undertaking in this Section shall survive
the termination of this Agreement, the payment of all Obligations and the
resignation or replacement of the Administrative Agent.

         9.8 Administrative Agent in Individual Capacity. Bank of America and
its Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in any
kind of banking, trust, financial advisory, underwriting or other business with
the Company and its Subsidiaries and Affiliates as though Bank of America were
not the Administrative Agent hereunder and without notice to or consent of the
Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of
America or its Affiliates may receive information regarding the Company or its
Affiliates (including information that may be subject to confidentiality
obligations in favor of the Company or such Subsidiary) and acknowledge that the
Administrative Agent shall be under no obligation to provide such information to
them. With respect to its Loans, Bank of America shall have the same rights and
powers under this Agreement as any other Lender and may exercise the same as
though it were not the Administrative Agent.

         9.9 Successor Administrative Agent. The Administrative Agent may, and
at the request of the Majority Lenders shall, resign as Administrative Agent
upon 30 days' notice to the Lenders. If the Administrative Agent resigns under
this Agreement, the Majority Lenders (with, so long as no Event of Default
exists, the consent of the Company, which shall not be unreasonably withheld or
delayed) shall appoint from among the Lenders a successor administrative agent
for the Lenders. If no successor administrative agent is appointed prior to the
effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Lenders and the
Company, a successor administrative agent from among the Lenders. Upon the
acceptance of its appointment as successor administrative agent hereunder, such
successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term "Administrative Agent"
shall mean such successor administrative agent and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article IX and Sections 10.4 and
10.5 shall inure to its benefit as to any



                                       57

<PAGE>   64

actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement. If no successor administrative agent has accepted
appointment as Administrative Agent by the date which is 30 days following a
retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Majority Lenders appoint a successor
administrative agent as provided for above.

         9.10 Withholding Tax. (a) If any Lender is a "foreign corporation,
partnership or trust" within the meaning of the Code and such Lender claims
exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or
1442 of the Code, such Lender agrees with and in favor of the Administrative
Agent and the Company, to deliver to the Administrative Agent (with a copy to
the Company):

                           (i) if such Lender claims an exemption from, or a
         reduction of, withholding tax under a United States tax treaty,
         properly completed IRS Forms 1001 and W-8 (or any successor form)
         before the payment of any interest in the first calendar year and
         before the payment of any interest in each third succeeding calendar
         year during which interest may be paid under this Agreement;

                           (ii) if such Lender claims that interest paid under
         this Agreement is exempt from United States withholding tax because it
         is effectively connected with a United States trade or business of such
         Lender, two properly completed and executed copies of IRS Form 4224
         before the payment of any interest is due in the first taxable year of
         such Lender and in each succeeding taxable year of such Lender during
         which interest may be paid under this Agreement, and IRS Form W-9 (or
         any successor form); and

                           (iii) such other form or forms as may be required
         under the Code or other laws of the United States as a condition to
         exemption from, or reduction of, United States withholding tax.

Each such Lender agrees to promptly notify the Administrative Agent and the
Company of any change in circumstances which would modify or render invalid any
claimed exemption or reduction.

              (b) If any Lender claiming exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form 1001 (or
any successor form) sells, assigns, grants a participation in, or otherwise
transfers all or part of the Obligations owed to such Lender, such Lender agrees
to notify


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<PAGE>   65


the Administrative Agent of the percentage amount in which it is no longer the
beneficial owner of Obligations of the Company to such Lender. To the extent of
such percentage amount, the Administrative Agent will treat such Lender's IRS
Form 1001 (or any successor form) as no longer valid.

              (c) If any Lender claiming exemption from United States
withholding tax by filing IRS Form 4224 (or any successor form) with the
Administrative Agent grants a participation in all or part of the Obligations
owed to such Lender, such Lender agrees to undertake sole responsibility for
complying with the withholding tax requirements imposed by Sections 1441 and
1442 of the Code.

              (d) If any Lender is entitled to a reduction in the applicable
withholding tax, the Administrative Agent may withhold from any interest payment
to such Lender an amount equivalent to the applicable withholding tax after
taking into account such reduction. If the forms or other documentation required
by subsection (a) of this Section are not delivered to the Administrative Agent,
then the Administrative Agent may withhold from any interest payment to such
Lender not providing such forms or other documentation an amount equivalent to
the applicable withholding tax.

              (e) If the IRS or any other Governmental Authority of the United
States or other jurisdiction asserts a claim that the Administrative Agent or
the Company did not properly withhold tax from amounts paid to or for the
account of any Lender because such Lender failed to notify the Administrative
Agent or the Company of a change in circumstances which rendered the exemption
from, or reduction of, withholding tax ineffective) such Lender shall indemnify
the Administrative Agent and the Company fully for all amounts paid, directly or
indirectly, by the Administrative Agent or the Company as tax or otherwise,
including penalties and interest, and including any taxes imposed by any
jurisdiction on the amounts payable to the Administrative Agent or the Company
under this Section, together with all costs and expenses (including Attorney
Costs). The obligation of the Lenders under this subsection shall survive the
payment of all Obligations and the resignation or replacement of the
Administrative Agent.


                                    ARTICLE X

                                  MISCELLANEOUS

         10.1 Amendments and Waivers. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent with respect to any
departure by the Company or any


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<PAGE>   66


applicable Subsidiary therefrom, shall be effective unless the same shall be in
writing and signed by the Majority Lenders and the Company and acknowledged by
the Administrative Agent, and then any such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided that no such waiver, amendment or consent shall, unless in writing and
signed by all Lenders and the Company and acknowledged by the Administrative
Agent, do any of the following:

              (a) increase or extend the Commitment of any Lender (or reinstate
any Commitment terminated pursuant to Section 8.2);

              (b) postpone or delay any date fixed by this Agreement or any
other Loan Document for any payment of principal, interest, fees or other
amounts due to the Lenders (or any of them) hereunder or under any other Loan
Document;

              (c) reduce the principal of, or the rate of interest specified
herein on, any Loan, or reduce any fees (other than the fees referred to in
subsection 2.11), or other amounts payable hereunder or under any other Loan
Document;

              (d) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Loans which is required for the Lenders or any of
them to take any action hereunder; or

              (e) amend this Section, or Section 2.14, or any provision herein
providing for consent or other action by all Lenders;

and provided, further, that no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Majority
Lenders or all Lenders, as the case may be, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document.

         10.2 Notices. (a) All notices, requests, consents, approvals, waivers
and other communications shall be in writing (including, unless the context
expressly otherwise provides, by facsimile transmission, provided that any
matter transmitted by the Company by facsimile (i) shall be immediately
confirmed by a telephone call to the recipient at the number specified on
Schedule 10.2, and (ii) shall be followed promptly by delivery of a hard copy
original thereof) and mailed, faxed or delivered, to the address or facsimile
number specified for notices on Schedule 10.2 or (x) in the case of the Company
or the Administrative Agent, to such other address as shall be designated by
such party in a written notice to the other parties and (y) in the case of any
other party, at such other address as shall be designated by



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such party in a written notice to the Company and the Administrative Agent.

              (b) All such notices, requests, consents, approvals, waivers and
communications shall, when transmitted by overnight delivery, or faxed, be
effective when delivered for overnight (next-day) delivery, or transmitted in
legible form by facsimile machine, respectively, or if mailed, upon the third
Business Day after the date deposited into the U.S. mail, certified or
registered mail, return receipt requested or if delivered, upon delivery; except
that notices pursuant to Article II or IX to the Administrative Agent shall not
be effective until actually received by the Administrative Agent.

              (c) Any agreement of the Administrative Agent and the Lenders
herein to receive certain notices by telephone or facsimile is solely for the
convenience and at the request of the Company. The Administrative Agent and the
Lenders shall be entitled to rely on the authority of any Person purporting to
be a Person authorized by the Company to give such notice and the Administrative
Agent and the Lenders shall not have any liability to the Company or any other
Person on account of any action taken or not taken by the Administrative Agent
or the Lenders in reliance upon such telephonic or facsimile notice. The
obligation of the Company to repay the Loans shall not be affected in any way or
to any extent by any failure by the Administrative Agent and the Lenders to
receive written confirmation of any telephonic or facsimile notice or the
receipt by the Administrative Agent and the Lenders of a confirmation which is
at variance with the terms understood by the Administrative Agent and the
Lenders to be contained in the telephonic or facsimile notice.

         10.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.

         10.4 Costs and Expenses.  The Company shall:

              (a) whether or not the transactions contemplated hereby are
consummated, pay or reimburse Bank of America (including in its capacity as
Administrative Agent) and BAS within five Business Days after demand (subject to
subsection 4.1(e)) for all reasonable costs and expenses incurred by Bank of
America (including in its capacity as Administrative Agent) and BAS in
connection with the negotiation, preparation, delivery,



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documentation and execution of, and any amendment, supplement, waiver or
modification to (in each case, whether or not consummated), this Agreement, any
other Loan Document and any other document prepared in connection herewith or
therewith, and the consummation of the transactions contemplated hereby and
thereby, including Attorney Costs incurred by Bank of America (including in its
capacity as Administrative Agent) and BAS with respect thereto; and

              (b) pay or reimburse the Administrative Agent, BAS and each Lender
within five Business Days after demand for all reasonable costs and expenses
(including Attorney Costs) incurred by them in connection with the enforcement,
attempted enforcement, or preservation of any rights or remedies under this
Agreement or any other Loan Document (including in connection with any "workout"
or restructuring regarding the Loans, and including in any Insolvency Proceeding
or appellate proceeding).

         10.5 Company Indemnification. Whether or not the transactions
contemplated hereby are consummated, the Company shall indemnify, defend and
hold the Administrative Agent-Related Persons and each Lender and each of their
respective officers, directors, employees, counsel, agents and attorneys-in-fact
(each an "Indemnified Person") harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, charges, expenses and disbursements (including Attorney Costs) of any
kind or nature whatsoever which may at any time (including at any time following
repayment of the Loans and the termination, resignation or replacement of the
Administrative Agent or replacement of any Lender) be imposed on, incurred by or
asserted against any such Person in any way relating to or arising out of this
Agreement or any document contemplated by or referred to herein, or the
transactions contemplated hereby, or any action taken or omitted by any such
Person under or in connection with any of the foregoing, including with respect
to any investigation, litigation or proceeding (including any Insolvency
Proceeding or appellate proceeding) related to or arising out of this Agreement
or the Loans or the use of the proceeds thereof, whether or not any Indemnified
Person is a party thereto (all the foregoing, collectively, the "Indemnified
Liabilities"); provided that the Company shall have no obligation hereunder to
any Indemnified Person with respect to Indemnified Liabilities resulting solely
from the gross negligence or willful misconduct of such Indemnified Person. The
agreements in this Section shall survive the termination of this Agreement and
the payment of all other Obligations.

         10.6 Payments Set Aside. To the extent that the Company makes a payment
to the Administrative Agent or the Lenders, or the Administrative Agent or any
Lender exercises its right of



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<PAGE>   69


set-off, and such payment or the proceeds of such set-off or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by the
Administrative Agent or such Lender in its discretion) to be repaid to a
trustee, a receiver or any other party, in connection with any Insolvency
Proceeding or otherwise, then (a) to the extent of such recovery the obligation
or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such
set-off had not occurred and (b) each Lender severally agrees to pay to the
Administrative Agent upon demand its pro rata share of any amount so recovered
from or repaid by the Administrative Agent.

         10.7 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Company may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of the Administrative Agent and each Lender.

         10.8 Assignments, Participations, etc. (a) Any Lender may, with the
written consent of the Company (which consent shall not be required during the
existence of an Event of Default) and the Administrative Agent (such consents
not to be unreasonably withheld or delayed), at any time assign and delegate to
one or more Eligible Assignees (provided that no written consent of the Company
or the Administrative Agent shall be required in connection with any assignment
and delegation by a Lender to an Eligible Assignee that is an Affiliate of such
Lender) (each an "Assignee") all, or any ratable part of all, of the Loan, the
Commitment and the other rights and obligations of such Lender hereunder, in a
minimum amount of $10,000,000 (or, if less, the outstanding principal amount of
such Lender's Loan); provided, however, that the Company and the Administrative
Agent may continue to deal solely and directly with such Lender in connection
with the interest so assigned to an Assignee until (i) written notice of such
assignment, together with payment instructions, addresses and related
information with respect to the Assignee, shall have been given to the Company
and the Administrative Agent by such Lender and the Assignee; (ii) such Lender
and its Assignee shall have delivered to the Company and the Administrative
Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and
Acceptance") together with any Note subject to such assignment and (iii) such
Lender or the Assignee has paid to the Administrative Agent a processing fee in
the amount of $3,500.

              (b) From and after the date that the Administrative Agent notifies
the assignor Lender that it has received and provided its consent (and, to the
extent required, received the


                                       63

<PAGE>   70



consent of the Company) with respect to an executed Assignment and Acceptance
and payment of the above-referenced processing fee, (i) the Assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such Assignment and Acceptance, shall have
the rights and obligations of a Lender under the Loan Documents, and (ii) the
assignor Lender shall, to the extent that rights and obligations hereunder and
under the other Loan Documents have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Loan Documents.

              (c) As soon as practicable after the effectiveness of any
Assignment and Acceptance pursuant to subsection 10.8(a)), the Company shall,
upon request, execute and deliver to the Administrative Agent a new Note
evidencing the applicable Assignee's assigned Loans. Immediately upon the
effectiveness of any Assignment and Acceptance, this Agreement shall be deemed
to be amended to the extent, but only to the extent, necessary to reflect the
addition of the Assignee and/or the resulting adjustment of the Pro Rata Shares
arising therefrom.

              (d) Any Lender may at any time sell to one or more commercial
banks or other Persons not Affiliates of the Company (a "Participant")
participating interests in the Loan of such Lender, the Commitment of such
Lender and the other interests of such Lender (the "originating Lender")
hereunder and under the other Loan Documents; provided, however, that (i) the
originating Lender's obligations under this Agreement shall remain unchanged,
(ii) the originating Lender shall remain solely responsible for the performance
of such obligations, (iii) the Company and the Administrative Agent shall
continue to deal solely and directly with the originating Lender in connection
with the originating Lender's rights and obligations under this Agreement and
the other Loan Documents, and (iv) no Lender shall transfer or grant any
participating interest under which a Participant has rights to approve any
amendment to, or any consent or waiver with respect to, this Agreement or any
other Loan Document, except to the extent such amendment, consent or waiver
would require unanimous consent of the Lenders as described in the first proviso
to Section 10.1. In the case of any such participation, the Participant shall be
entitled to the benefit of Sections 3.1, 3.3, 3.4 and 10.5 as though it were
also a Lender hereunder (provided that no Participant shall be entitled to any
greater amount pursuant to such Sections than the originating Lender would have
been entitled to receive if no such participation had been sold), and if amounts
outstanding under this Agreement are due and unpaid, or shall have been declared
or shall have become due and payable upon the occurrence of an Event of Default,
each Participant shall be deemed to have the right of set-off in respect of its
participating interest in amounts owing under this



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<PAGE>   71



Agreement to the same extent as if the amount of its participating interest were
owing directly to it as a Lender under this Agreement.

              (e) Any Lender (a "Granting Lender") may grant to a special
purpose funding vehicle (an "SPC"), identified as such in writing from time to
time by such Granting Lender to the Administrative Agent and the Company, the
option to provide all or any part of the Loan that such Granting Lender would
otherwise be obligated to make to the Company pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to
make any Loan and (ii) if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of any Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof. Each party hereto
hereby agrees that no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain with the
Granting Lender). In furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPC, it will
not institute, or join any other Person in instituting, against such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
under the laws of the United States or any State thereof with respect to any
claim arising out of this Agreement. In addition, notwithstanding anything to
the contrary contained in this subsection 10.8(e), any SPC may (i) with notice
to, but without the prior written consent of, the Company and the Administrative
Agent and without paying any processing fee therefor, assign all or a portion of
its interests in any Loans to the Granting Lender or to any financial
institution providing liquidity and/or credit support to or for the account of
such SPC to support the funding or maintenance of Loans and (ii) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC.

              (f) Notwithstanding any other provision in this Agreement, any
Lender may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement and any Note held by
it in favor of any Federal Reserve Bank in accordance with Regulation A of the
FRB or U.S. Treasury Regulation 31 CFR ss.203.14, and such Federal Reserve Bank
may enforce such pledge or security interest in any manner permitted under
applicable law.

         10.9 Confidentiality. Each Lender agrees to take, and to cause its
Affiliates to take, normal and reasonable precautions and exercise due care to
maintain the confidentiality of all



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<PAGE>   72



information identified as "confidential" or "secret" by the Company and provided
to it by the Company or any Subsidiary, or by the Administrative Agent on the
Company's or such Subsidiary's behalf, under this Agreement or any other Loan
Document (including any information provided pursuant to Section 6.2, 6.3 or
6.10), and neither such Lender nor any of its Affiliates shall use any such
information other than in connection with or in enforcement of this Agreement
and the other Loan Documents or in connection with other business now or
hereafter existing or contemplated with the Company or any Subsidiary; except to
the extent such information (i) was or becomes generally available to the public
other than as a result of disclosure by such Lender, or (ii) was or becomes
available on a non-confidential basis from a source other than the Company,
provided that such source is not bound by a confidentiality agreement with the
Company or any Subsidiary known to such Lender; provided, however, that any
Lender may disclose such information (A) at the request or pursuant to any
requirement of any Governmental Authority to which such Lender is subject or in
connection with an examination of such Lender by any such authority; (B)
pursuant to subpoena or other court process; (C) when required to do so in
accordance with the provisions of any applicable Requirement of Law; (D) to the
extent reasonably required in connection with any litigation or proceeding to
which the Administrative Agent or any Lender or any of their respective
Affiliates may be party; (E) to the extent reasonably required in connection
with the exercise of any remedy hereunder or under any other Loan Document; (F)
to such Lender's independent auditors and other professional advisors; (G) to
any Participant or Assignee, actual or potential, provided that such Person
agrees in writing to keep such information confidential to the same extent
required of the Lenders hereunder; (H) as to any Lender or any of its
Affiliates, as expressly permitted under the terms of any other document or
agreement regarding confidentiality to which the Company or any Subsidiary is
party or is deemed party with such Lender or such Affiliate; and (I) to its
Affiliates.

         10.10 Set-off. In addition to any rights and remedies of the Lenders
provided by law, if any Event of Default exists, each Lender is authorized at
any time and from time to time, without prior notice to the Company, any such
notice being expressly waived by the Company to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held by, and other indebtedness at any
time owing by, such Lender to or for the credit or the account of the Company
against any and all Obligations owing to such Lender, now or hereafter existing,
irrespective of whether or not the Administrative Agent or such Lender shall
have made demand under this Agreement or any other Loan Document and although
such Obligations may be contingent or unmatured. Each Lender agrees promptly to
notify the Company and



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<PAGE>   73



the Administrative Agent after any such set-off and application made by such
Lender; provided, however, that the failure to give such notice shall not affect
the validity of such set-off and application.

         10.11 Notification of Addresses, Lending Offices, Etc. Each Lender
shall notify the Administrative Agent in writing of any change in the address to
which notices to such Lender should be directed, of addresses of any Lending
Office, of payment instructions in respect of all payments to be made to it
hereunder and of such other administrative information as the Administrative
Agent shall reasonably request.

         10.12 Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of which taken together shall be deemed to constitute but one
and the same instrument.

         10.13 Severability. The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required hereunder.

         10.14 No Third Parties Benefited. This Agreement is made and entered
into for the sole protection and legal benefit of the Company, the Lenders, the
Administrative Agent and the Administrative Agent-Related Persons and the
Indemnified Persons, and their permitted successors and assigns, and no other
Person shall be a direct or indirect legal beneficiary of, or have any direct or
indirect cause of action or claim in connection with, this Agreement or any of
the other Loan Documents.

         10.15 Governing Law and Jurisdiction. (a) THIS AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
ILLINOIS; PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL RETAIN
ALL RIGHTS ARISING UNDER FEDERAL LAW.

              (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS
OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS, AND BY EXECUTION
AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT
AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF SUCH COURTS. EACH OF THE COMPANY, THE
ADMINISTRATIVE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR



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<PAGE>   74



ANY DOCUMENT RELATED HERETO. THE COMPANY, THE ADMINISTRATIVE AGENT AND THE
LENDERS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS,
WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY ILLINOIS LAW.

         10.16 Waiver of Jury Trial. THE COMPANY, THE LENDERS AND THE
ADMINISTRATIVE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY
ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY ADMINISTRATIVE AGENT-RELATED
PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
CLAIMS, OR OTHERWISE. THE COMPANY, THE LENDERS AND THE ADMINISTRATIVE AGENT EACH
AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL
WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT
THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION
AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN
PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENT, RENEWAL, SUPPLEMENT OR MODIFICATION TO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.

         10.17 Enitre Agreement. This Agreement, together with the other Loan
Documents (and (i) any agreement relating to fees referred in subsection 2.11
and (ii) to any commitment letter or similar letter among the Company and the
Administrative Agent and/or BAS but only to the extent that the provisions
thereof, by their express terms, survive the Funding Date), embodies the entire
agreement and understanding among the Company, the Lenders and the
Administrative Agent, and supersedes all prior or contemporaneous agreements and
understandings of such Persons, verbal or written, relating to the subject
matter hereof and thereof.





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<PAGE>   75



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

                                   TENNECO PACKAGING INC.



                                   By: /s/ A.A. Campbell
                                       ------------------------------------
                                   Title: Vice President
                                          ---------------------------------


                                   BANK OF AMERICA, N.A.,
                                   as Administrative Agent



                                   By: /s/ John W. Pocalyko
                                       ------------------------------------
                                   Title: Managing Director
                                          ---------------------------------


                                   BANK OF AMERICA, N.A., as a Lender



                                   By: /s/ John W. Pocalyko
                                       ------------------------------------
                                   Title: Managing Director
                                          ---------------------------------






<PAGE>   76



                                  SCHEDULE 1.1

                                PRICING SCHEDULE

         The Applicable Margin shall be determined in accordance with the table
below and the other provisions of this Schedule 1.1.

================================================================================
                     Level I    Level II    Level III    Level IV    Level V
================================================================================
Applicable            0.60%      .875%        1.00%       1.175%      1.50%
Margin
================================================================================


         Level I applies when either the S&P Rating is A- or higher or the
Moody's Rating is A3 or higher;

         Level II applies when either the S&P Rating is BBB+ or higher or the
Moody's Rating is Baa1 or higher;

         Level III applies when either the S&P Rating is BBB or higher or the
Moody's Rating is Baa2 or higher;

         Level IV applies when either the S&P Rating is BBB- or higher or the
Moody's Rating is Baa3 or higher;

         Level V applies when the S&P Rating is lower than BBB- and the Moody's
Rating is lower than Baa3;

provided that at any time the S&P Rating and Moody's Rating are more than one
rating level apart, the Applicable Margin shall be based on the level
immediately below the higher of such levels. If at any time there exists neither
a Moody's Rating nor an S&P Rating, the Applicable Margin during such time shall
be determined as set forth above for Level VI. Any change in the Applicable
Margin as a result of a change in either the S&P Rating and/or the Moody's
Rating shall be effective as of the day immediately following such change.






<PAGE>   77



                                  Schedule 5.5

                                   Litigation





<PAGE>   78



                                  Schedule 5.12

                              Environmental Matters







<PAGE>   79



                                  Schedule 5.16

                       Subsidiaries and Minority Interests





<PAGE>   80



                                  Schedule 7.2

                                 Permitted Liens





<PAGE>   81


                                  SCHEDULE 10.2


                     OFFSHORE AND DOMESTIC LENDING OFFICES,
                              ADDRESSES FOR NOTICES