INTERNATIONAL PAPER CO /NEW/
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>

                                                                    Exhibit 10.1

                                                                  Execution Copy
================================================================================

                             5-YEAR CREDIT AGREEMENT

                                   dated as of

                                 March 30, 2004

                                     Between

                           INTERNATIONAL PAPER COMPANY

                            The LENDERS Party Hereto

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

                                   ----------

                                  BNP PARIBAS,
                               CITIBANK, N.A. and
                          DEUTCHE BANK SECURITIES INC.
                           as Co-Documentation Agents

                                   ----------

                           J.P. MORGAN SECURITIES INC.
                                       and
                         BANC OF AMERICA SECURITIES LLC
                     as Lead Arrangers and Joint Bookrunners

                                   ----------

                               JPMORGAN CHASE BANK
                             as Administrative Agent

                                 $1,250,000,000

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




<PAGE>

                                       -i-


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>                                                                           <C>
ARTICLE I DEFINITIONS..........................................................1

   SECTION 1.01.   Defined Terms...............................................1
   SECTION 1.02.   Classification of Loans and Borrowings.....................15
   SECTION 1.03.   Terms Generally............................................16
   SECTION 1.04.   Accounting Terms and Determinations........................16
   SECTION 1.05.   Currencies; Currency Equivalents...........................17

ARTICLE II THE CREDITS........................................................17

   SECTION 2.01.   The Commitments; Borrowings by Approved Borrowers..........17
   SECTION 2.02.   Loans and Borrowings.......................................18
   SECTION 2.03.   Requests for Syndicated Borrowings.........................19
   SECTION 2.04.   Competitive Bid Procedure..................................20
   SECTION 2.05.   Funding of Borrowings......................................22
   SECTION 2.06.   Interest Elections.........................................23
   SECTION 2.07.   Changes of Commitments.....................................25
   SECTION 2.08.   Repayment of Loans; Evidence of Debt.......................25
   SECTION 2.09.   Prepayment of Loans........................................26
   SECTION 2.10.   Fees.......................................................28
   SECTION 2.1l.   Interest...................................................28
   SECTION 2.12.   Alternate Rate of Interest.................................29
   SECTION 2.13.   Increased Costs............................................30
   SECTION 2.14.   Break Funding Payments.....................................31
   SECTION 2.15.   U.S. Taxes.................................................32
   SECTION 2.16.   Foreign Taxes..............................................33
   SECTION 2.17.   Payments Generally; Pro Rata Treatment; Sharing of
                      Set-offs................................................34
   SECTION 2.18.   Mitigation Obligations; Replacement of Lenders.............36

ARTICLE III REPRESENTATIONS AND WARRANTIES....................................37

   SECTION 3.01.   Corporate Existence........................................37
   SECTION 3.02.   Financial Condition........................................37
   SECTION 3.03.   Litigation.................................................38
   SECTION 3.04.   No Breach..................................................38
   SECTION 3.05.   Corporate Action of the Company............................38
   SECTION 3.06.   Approvals..................................................38
   SECTION 3.07.   Use of Loans...............................................38
   SECTION 3.08.   ERISA......................................................39
   SECTION 3.09.   Taxes......................................................39
   SECTION 3.10.   Investment Company Act.....................................39
   SECTION 3.1l.   Public Utility Holding Company Act.........................39
</TABLE>


                                       (i)




<PAGE>

                                      -ii-


<TABLE>
<S>                                                                           <C>
   SECTION 3.12.   Credit Agreements..........................................39
   SECTION 3.13.   Hazardous Materials and Environmental Matters..............39
   SECTION 3.14.   Full Disclosure............................................40
   SECTION 3.15.   Existence of Approved Borrowers............................40
   SECTION 3.16.   No Breach..................................................40
   SECTION 3.17.   Corporate Action...........................................41
   SECTION 3.18.   Approvals..................................................41
   SECTION 3.19.   Taxes on Payments of Approved Borrowers....................41

ARTICLE IV GUARANTEE..........................................................41

   SECTION 4.01.   Guarantee..................................................41
   SECTION 4.02.   Obligations Unconditional..................................42
   SECTION 4.03.   Reinstatement..............................................42
   SECTION 4.04.   Subrogation................................................42
   SECTION 4.05.   Remedies...................................................43
   SECTION 4.06.   Continuing Guarantee.......................................43

ARTICLE V CONDITIONS..........................................................43

   SECTION 5.01.   Effective Date.............................................43
   SECTION 5.02.   Initial Loan to any Approved Borrower......................45
   SECTION 5.03.   Each Credit Event..........................................45

ARTICLE VI COVENANTS OF THE COMPANY...........................................46

   SECTION 6.01.   Financial Statements.......................................46
   SECTION 6.02.   Litigation.................................................47
   SECTION 6.03.   Corporate Existence, Etc...................................47
   SECTION 6.04.   Insurance..................................................48
   SECTION 6.05.   Use of Proceeds............................................48
   SECTION 6.06.   Prohibition of Fundamental Changes.........................48
   SECTION 6.07.   Limitation on Liens........................................49
   SECTION 6.08.   Total Debt to Total Capital Ratio..........................51
   SECTION 6.09.   Minimum Consolidated Net Worth.............................51

ARTICLE VII EVENTS OF DEFAULT.................................................51

ARTICLE VIII THE ADMINISTRATIVE AGENT.........................................54

ARTICLE IX MISCELLANEOUS......................................................56

   SECTION 9.01.   Notices....................................................56
   SECTION 9.02.   Waivers; Amendments........................................57
   SECTION 9.03.   Expenses; Indemnity; Damage Waiver.........................58
</TABLE>


                                      (ii)




<PAGE>

                                      -iii-


<TABLE>
<S>                                                                           <C>
   SECTION 9.04.   Successors and Assigns.....................................59
   SECTION 9.05.   Survival...................................................62
   SECTION 9.06.   Counterparts; Integration; Effectiveness...................62
   SECTION 9.07.   Severability...............................................62
   SECTION 9.08.   Right of Setoff............................................62
   SECTION 9.09.   Governing Law; Jurisdiction; Etc...........................63
   SECTION 9.10.   Waiver Of Jury Trial.......................................63
   SECTION 9.11.   Headings...................................................64
   SECTION 9.12.   Treatment of Certain Information; Confidentiality..........64
   SECTION 9.13.   European Monetary Union....................................65
   SECTION 9.14.   Judgment Currency..........................................67

SCHEDULE I   - Commitments
SCHEDULE II  - Material Agreements
SCHEDULE III - Approved Borrowers
SCHEDULE IV  - MCR COST
SCHEDULE V   - Existing Liens

EXHIBIT A   - Form of Assignment and Assumption
EXHIBIT B-1 - Form of Opinion of Counsel to the Company
EXHIBIT B-2 - Form of Opinion of Counsel to any Approved Borrower
EXHIBIT C   - Form of Opinion of Special New York Counsel to JPMorgan
EXHIBIT D-1 - Form of Designation Letter
EXHIBIT D-2 - Form of Termination Letter
</TABLE>


                                      (iii)




<PAGE>

          5-YEAR CREDIT AGREEMENT dated as of March 30, 2004, between
INTERNATIONAL PAPER COMPANY, the LENDERS party hereto, and JPMORGAN CHASE BANK,
as Administrative Agent.

          The Company has requested that the Lenders (as hereinafter defined)
make loans to the Company and to Approved Borrowers (as so defined) in an
aggregate principal amount not exceeding $1,250,000,000 at any one time
outstanding. The Lenders are prepared to make such loans upon the terms and
conditions hereof, and, accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

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

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

          "Additional Margin" means, with respect to any Loan, the rate per
annum specified under the caption "Additional Margin" in the table contained in
the definition of "Applicable Rate" in this Section or otherwise determined in
accordance with such definition.

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

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

          "Administrative Agent's Account" means, for each Currency, an account
in respect of such Currency designated by the Administrative Agent in a notice
to the Company and the Lenders.

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

          "Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

          "Agreed Foreign Currency" means, at any time, any of English Pounds
Sterling, Euros, Swedish Kroner, Swiss Francs, Japanese Yen, and, with the
agreement of the Required

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<PAGE>

                                       -2-


Lenders, any other Foreign Currency, so long as, in respect of any such
specified Currency or other Foreign Currency, at such time (a) such Currency is
dealt with in the London interbank deposit market, (b) such Currency is freely
transferable and convertible into Dollars in the London foreign exchange market
and (c) no central bank or other governmental authorization in the country of
issue of such Currency (including, in the case of the Euro, any authorization by
the European Central Bank) is required to permit use of such Currency by any
Lender for making any Loan hereunder and/or to permit the Company to borrow and
repay the principal thereof and to pay the interest thereon, unless such
authorization has been obtained and is in full force and effect.

          "Alternate Base Rate" means a fluctuating interest rate per annum in
effect from time to time, which rate per annum shall at all times be equal to
the higher of (a) the rate of interest announced publicly by JPMCB in New York,
New York, from time to time, as JPMCB's prime rate and (b) 0.50% per annum above
the Federal Funds Effective Rate. Each change in any interest rate provided for
herein based upon the Alternate Base Rate resulting from a change in the
Alternate Base Rate shall take effect at the time of such change in the
Alternate Base Rate.

          "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

          "Applicable Rate" means, for any day, with respect to the facility
fees payable hereunder, or with respect to any Syndicated Loan, as the case may
be, the applicable rate per annum set forth below under the caption "Facility
Fee" or "Eurocurrency Margin" and/or "Additional Margin", respectively, based
upon the long-term debt ratings by Moody's and S&P, respectively, applicable on
such date to the Index Debt:

<TABLE>
<CAPTION>
-------------------------------------------------------------
  Long-term debt                    Eurocurrency   Additional
rating S&P/Moody's   Facility Fee      Margin        Margin
-------------------------------------------------------------
<S>                    <C>            <C>           <C>
       A-/A3           10.0 bps       30.0 bps      12.5 bps
     or above
-------------------------------------------------------------
     BBB+/Baa1         12.5 bps       37.5 bps      12.5 bps
-------------------------------------------------------------
     BBB/Baa2          15.0 bps       47.5 bps      12.5 bps
-------------------------------------------------------------
     BBB-/Baa3         17.5 bps       57.5 bps      25.0 bps
-------------------------------------------------------------
      BB+/Ba1          25.0 bps       75.0 bps      25.0 bps
     or lower
-------------------------------------------------------------
</TABLE>

          For purposes of the foregoing, (i) if either Moody's or S&P shall not
have in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition), then such
rating agency shall be deemed to have established a rating in the lowest
category in the schedule above; (ii) if the ratings established or deemed to
have

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<PAGE>

                                       -3-


been established by Moody's and S&P for the Index Debt shall fall within
different categories in the schedule above, the Applicable Rate shall be based
on the higher of the two ratings; (iii) if the ratings established or deemed to
have been established by Moody's and S&P for the Index Debt shall be changed
(other than as a result of a change in the rating system of Moody's or S&P),
such change shall be effective as of the date on which it is first announced by
the applicable rating agency; and (iv) if any Event of Default shall have
occurred and be continuing, each of Moody's and S&P shall be deemed to have
established a rating in the lowest category in the schedule above. Each change
in the Applicable Rate shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective
date of the next such change. If the rating system of Moody's or S&P shall
change, or if either such rating agency shall cease to be in the business of
rating corporate debt obligations, the Company (on its own behalf and on behalf
of each Approved Borrower) and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Applicable Rate shall be determined by reference to
the rating most recently in effect prior to such change or cessation.

          "Approved Borrower" means (i) each of the entities set forth on
Schedule III and (ii) any Wholly Owned Consolidated Subsidiary of the Company as
to which a Designation Letter has been delivered to the Administrative Agent and
as to which a Termination Letter shall not have been delivered to the
Administrative Agent, which Subsidiary has been approved as a borrower hereunder
by the Administrative Agent, all in accordance with Section 2.01(b).

          "Approved Fund" means any Person (other than a natural person) that is
engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.

          "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an assignee pursuant to Section 9.04, in substantially the
form of Exhibit A.

          "Aussedat Rey" means Aussedat Rey S.A., a French corporation.

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

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

          "Borrowers" means the Company and each Approved Borrower.

          "Borrowing" means (a) all ABR Loans made, converted or continued on
the same date or (b) all Syndicated Eurocurrency Loans or Competitive Loans of
the same Class, Type and Currency that have the same Interest Period (or any
single Competitive Loan that does not have

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<PAGE>

                                       -4-


the same Interest Period as any other Competitive Loan of the same Type and
Currency). For purposes hereof, the date of a Syndicated Borrowing comprising
one or more Loans that have been converted or continued shall be the effective
date of the most recent conversion or continuation of such Loan or Loans.

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

          "Business Day" means any day (a) that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed, (b) if such day relates to a Competitive Bid Request or
Competitive Bid for a Competitive Eurocurrency Loan (other than any such Loan
denominated in Euros), or to a borrowing of, a payment or prepayment of
principal of or interest on, a continuation or conversion of or into, or the
Interest Period for, a Eurocurrency Borrowing (other than any such Borrowing
denominated in Euros), or to a notice by the Company with respect to any such
borrowing, payment, prepayment, continuation, conversion, or Interest Period,
that is also (i) a day (other than a Saturday or Sunday) on which commercial
banks are open for general business in London and (ii) if the applicable
Currency is an Agreed Foreign Currency (other than Euros) that is also a day on
which commercial banks are open for general business in the Principal Financial
Center for such Currency and (c) if such day relates to a Competitive Bid
Request or Competitive Bid for a Competitive Eurocurrency Loan denominated in
Euros, or to a borrowing or continuation of, a payment or prepayment of
principal of or interest on, or the Interest Period for, any Borrowing
denominated in Euros, or to a notice by the Company with respect to any such
borrowing, continuation, payment, prepayment or Interest Period, that is also a
Target Operating Day.

          "Capital Lease Obligations" means, as to any Person, the obligations
of such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) real and/or personal property which obligations are
required to be classified and accounted for as a capital lease on a balance
sheet of such Person under GAAP (including Statement of Financial Accounting
Standards No. 13 of the Financial Accounting Standards Board) and, for purposes
of this Agreement, the amount of such obligations shall be the capitalized
amount thereof, determined in accordance with GAAP (including such Statement No.
13).

          "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.13(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

          "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans constituting such Borrowing, are Syndicated
Loans or Competitive Loans.

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

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<PAGE>

                                       -5-


          "Commitment" means, with respect to each Lender, the commitment of
such Lender to make Syndicated Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Credit
Exposure hereunder, as such commitment may be reduced from time to time pursuant
to Section 2.07 or pursuant to assignments by or to such Lender pursuant to
Section 9.04. The initial amount of each Lender's Commitment is set forth on
Schedule I or in the Assignment and Assumption pursuant to which such Lender
shall have assumed its Commitment, as applicable. The initial aggregate amount
of the Lenders' Commitments is $1,250,000,000.

          "Commitment Termination Date" means March 30, 2009.

          "Commitment Utilization Day" means any day on which the aggregate
outstanding principal amount of Loans shall exceed 50% of the then-current
Commitments.

          "Company" means International Paper Company, a New York corporation.

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

          "Competitive Bid" means an offer by a Lender to make a Competitive
Loan in accordance with Section 2.04.

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

          "Competitive Bid Request" means a request by a Borrower for
Competitive Bids in accordance with Section 2.04.

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

          (a) the amount of capital stock; plus

          (b) the amount of surplus and retained earnings (or, in the case of a
     surplus or retained earnings deficit, minus the amount of such deficit);
     minus

          (c) the cost of treasury shares.

provided, however, the foregoing calculation shall not take into account any
impairment of goodwill arising under FASB 142.

          "Consolidated Subsidiary" means, as to any Person, each Subsidiary of
such Person (whether now existing or hereafter created or acquired) the
financial statements of which

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<PAGE>

                                       -6-


shall be (or should have been) consolidated with the financial statements of
such Person in accordance with GAAP.

          "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

          "Currency" means Dollars or any Foreign Currency.

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

          "Designation Letter" has the meaning assigned to such term in Section
2.01(b).

          "Dollar Equivalent" means, with respect to any Borrowing denominated
in any Foreign Currency, the amount of Dollars that would be required to
purchase the amount of the Foreign Currency of such Borrowing on the date two
Business Days prior to the date of such Borrowing (or, in the case of any
determination made under Section 2.09(b) or redenomination under the last
sentence of Section 2.17(a), on the date of determination or redenomination
therein referred to), based upon the spot selling rate at which the
Administrative Agent offers to sell such Foreign Currency for Dollars in the
London foreign exchange market at approximately 11:00 a.m., London time, for
delivery two Business Days later.

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

          "Effective Date" means the date on which the conditions specified in
Section 5.01 are satisfied (or waived in accordance with Section 9.02).

          "Environmental Laws" means any and all Federal, state, local and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances or wastes into the
environment including ambient air, surface water, ground water, or land, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport, or handling of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances or wastes.

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

          "ERISA Affiliate" means any corporation or trade or business which is
a member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as the Company or is under common control (within
the meaning of Section 414(c) of the Code) with the Company.

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                                       -7-


          "Eurocurrency", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans constituting such Borrowing, are
bearing interest at a rate determined by reference to (a) in the case of a
Syndicated Loan or Borrowing, the Adjusted Eurocurrency Rate, or (b) in the case
of a Competitive Loan or Borrowing, the Eurocurrency Rate.

          "Eurocurrency Rate" means, for the Interest Period for any
Eurocurrency Borrowing denominated in any Currency, the rate appearing on the
Screen at the Specified Time on the Quotation Date for such Currency, as IBOR
for deposits denominated in such Currency with a maturity comparable to such
Interest Period. In the event that such rate is not available on the Screen at
such Specified Time for any reason, then, unless the last sentence of Section
9.13(e) is applicable, the Eurocurrency Rate for such Interest Period shall be
the rate at which deposits in such Currency in the amount of $5,000,000 (or its
equivalent in the applicable Foreign Currency) and for a maturity comparable to
such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at the Specified Time on the Quotation Date; provided that the
Eurocurrency Rate for any Eurocurrency Borrowing for any Interest Period
denominated in Sterling shall be increased by the MCR Cost.

          "Eur-IBOR" means for Euros, the rate at which deposits denominated in
Euros are offered to leading banks in the Brussels interbank market.

          "Euros" has the meaning assigned to such term in Section 9.13(a).

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

          "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of any Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which such Borrower is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Company under
Section 2.18(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
or is attributable to such Foreign Lender's failure or inability to comply with
Section 2.15(e), except to the extent that such Foreign Lender's assignor (if
any) was entitled, at the time of assignment, to receive additional amounts from
such Borrower with respect to such withholding tax pursuant to Section 2.15(a).

          "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published for such date (or, if such day
is not a Business Day, for the next preceding Business

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<PAGE>

                                       -8-


Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by JPMCB from three Federal funds brokers of recognized
standing selected by it.

          "Fixed Rate" means, with respect to any Competitive Loan (other than a
Competitive Eurocurrency Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid.

          "Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
Rate.

          "Foreign Currency" means at any time any currency other than Dollars.

          "Foreign Currency Equivalent" means, with respect to any amount in
Dollars, the amount of any Foreign Currency that could be purchased with such
amount of Dollars using the reciprocal of the foreign exchange rate(s) specified
in the definition of the term "Dollar Equivalent", as determined by the
Administrative Agent.

          "Foreign Jurisdiction" means any jurisdiction other than the United
States of America, a State thereof, the District of Columbia or any political
subdivision of any of the foregoing.

          "Foreign Lender" means any Lender that is organized under the laws of
a Foreign Jurisdiction.

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

          "GAAP" means generally accepted accounting principles applied on a
basis consistent with those which, in accordance with Section 1.04, are to be
used in making the calculations for purposes of determining compliance with the
terms of this Agreement.

          "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising

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<PAGE>

                                       -9-


executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government.

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

          "Guaranteed Obligations" has the meaning assigned to such term in
Section 4.01.

          "Guarantor" means the Company in its capacity as the guarantor under
Article IV.

          "IBOR" means (a) for all Currencies other than Euros, LIBOR and (b)
for Euros, Eur-IBOR.

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

          "Indemnified Taxes" means Taxes other than Excluded Taxes.

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

          "Interest Election Request" means a request by a Borrower to convert
or continue a Syndicated Borrowing in accordance with Section 2.06.

          "Interest Payment Date" means the Commitment Termination Date and (a)
with respect to any ABR Loan, each Quarterly Date, (b) with respect to any
Eurocurrency Loan, the last day of each Interest Period therefor and, in the
case of any Interest Period for a Eurocurrency

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<PAGE>

                                      -10-


Loan that is more than three months long, each day prior to the last day of such
Interest Period that occurs at intervals of three months after the first day of
such Interest Period and (c) with respect to any Fixed Rate Loan, the last day
of the Interest Period therefor and, in the case of any Interest Period for a
Fixed Rate Loan that is more than 90 days long (unless otherwise specified in
the applicable Competitive Bid Request), each day prior to the last day of such
Interest Period that occurs at intervals of 90 days after the first day of such
Interest Period, and any other dates that are specified in the applicable
Competitive Bid Request as Interest Payment Dates with respect to such Loan.

          "Interest Period" means:

          (a) for any Borrowing (other than an ABR Borrowing), the Interest
     Period of the Loan or Loans constituting such Borrowing;

          (b) for any Syndicated Eurocurrency Loan, the period commencing on the
     date of such Loan and ending on the numerically corresponding day in the
     calendar month that is one, two, three or six months thereafter or, with
     respect to such portion of any Syndicated Eurocurrency Loan denominated in
     a Foreign Currency that is scheduled to be repaid on the Commitment
     Termination Date, a period of less than one month's duration commencing on
     the date of such Loan and ending on the Commitment Termination Date, as
     specified in the applicable Borrowing Request or Interest Election Request;

          (c) for any Competitive Eurocurrency Loan, the period commencing on
     the date of such Loan and ending on the numerically corresponding day in
     the calendar month that is one, two, three or six months thereafter
     (provided that in no event shall any such Interest Period end after the
     Commitment Termination Date) or, with respect to such portion of any
     Competitive Eurocurrency Loan denominated in a Foreign Currency that is
     scheduled to be repaid on the Commitment Termination Date, a period of less
     than one month's duration commencing on the date of such Loan and ending on
     the Commitment Termination Date, as specified in the applicable Competitive
     Bid Request; and

          (d) for any Fixed Rate Loan, the period (which shall not be less than
     30 days or more than 360 days) commencing on the date of such Loan and
     ending on the date specified in the applicable Competitive Bid Request
     (provided that in no event shall any Interest Period for a Fixed Rate Loan
     end after the Commitment Termination Date);

provided, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurocurrency Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day, and (ii) any
Interest Period pertaining to a Eurocurrency Borrowing (other than an Interest
Period pertaining to a Eurocurrency Borrowing denominated in a Foreign Currency
that ends on the Commitment Termination Date that is permitted to be of less
than one month's duration as provided in this definition) that commences on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such

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<PAGE>

                                      -11-


Interest Period) shall end on the last Business Day of the last calendar month
of such Interest Period. For purposes hereof, the date of a Loan initially shall
be the date on which such Loan is made and, in the case of a Syndicated Loan,
thereafter shall be the effective date of the most recent conversion or
continuation of such Loan.

          "IPISA" means International Paper Investments S.A., a French
corporation.

          "JPMCB" means JPMorgan Chase Bank.

          "Kwidzyn" means International Paper Kwidzyn S.A., a Polish joint stock
company.

          "Kwidzyn Entity" means (i) Kwidzyn, (ii) Kwidzyn France, as long as it
holds no assets other than (A) interests in Kwidzyn, (B) cash and cash
equivalents and (C) "political risk" insurance policies with respect to Kwidzyn,
and (iii) International Paper Investments (Poland), Inc., a Delaware
corporation, as long as it holds no assets other than (A) interests in and
contracts with Kwidzyn, (B) unless Kwidzyn France is not then a Kwidzyn Entity,
interests in Kwidzyn France and (C) cash and cash equivalents.

          "Kwidzyn France" means Celouse et Papiers de Pologne, S.A., a French
corporation.

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

          "LIBOR" means for all Currencies other than Euros, the rate at which
deposits denominated in such Currency are offered to leading banks in the London
interbank market.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For purposes of this Agreement, the Company or any of its Subsidiaries shall be
deemed to own subject to a Lien any asset which it has acquired or holds subject
to the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to such asset.

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

          "Local Time" means, with respect to any Loan denominated in or any
payment to be made in any Currency, the local time in the Principal Financial
Center for the Currency in which such Loan is denominated or such payment is to
be made.

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

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<PAGE>

                                      -12-


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

          "Material Adverse Effect" means a material adverse change in, or
material adverse effect on, the business, results of operations or financial
condition of the Company and its Subsidiaries, taken as a whole.

          "Material Subsidiary" means any Subsidiary of the Company that (a) is
an Approved Borrower or (b) has total assets equal to 5% or more of Consolidated
Net Worth.

          "MCR Cost" means, with respect to any Lender, the cost imputed to such
Lender of compliance with the Mandatory Cost Rate requirements of the Bank of
England during the relevant period, determined in accordance with Schedule IV.

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

          "Multiemployer Plan" means a multiemployer plan defined as such in
Section 3(37) of ERISA to which contributions have been made by the Company or
any ERISA Affiliate and which is covered by Title IV of ERISA.

          "Obligors" means the Borrowers and the Guarantor.

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

          "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

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

          "Plan" means any employee benefit or other plan established or
maintained by the Company or any ERISA Affiliate and which is covered by Title
IV of ERISA, other than a Multiemployer Plan.

          "Principal Financial Center" means, in the case of any Currency, the
principal financial center where such Currency is cleared and settled, as
determined by the Administrative Agent.

          "Project Indebtedness" means (i) Indebtedness of any Kwidzyn Entity or
(ii) Indebtedness of the Company, IPISA or Aussedat Rey that constitutes
Indebtedness of such Person due solely to the pledge, on a non-recourse basis,
by such Person of Indebtedness or capital stock of any Kwidzyn Entity held by
such Person to secure Indebtedness of any Kwidzyn Entity to any other Person or
Persons or (iii) Indebtedness of the Company or any Subsidiary incurred to
finance the acquisition, construction or development of Project Assets (as
defined in

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<PAGE>

                                      -13-


Section 6.07(h)); provided in the case of this clause (iii) that (x) such
Indebtedness is non-recourse to any other assets and (y) the aggregate principal
amount of such Indebtedness may at no time exceed $200,000,000.

          "Quarterly Dates" means the last Business Day of March, June,
September and December in each year, the first of which shall be the first such
day after the date hereof.

          "Quotation Date" means, for the Interest Period for any Eurocurrency
Borrowing denominated in any Currency the date two Business Days prior to the
commencement of such Interest Period, provided that if market practice differs
in the relevant interbank market for any Foreign Currency, the "Quotation Date"
for such Foreign Currency shall be determined by the Administrative Agent in
accordance with market practice in the relevant interbank market (and if
quotations would normally be given by leading banks in the relevant interbank
market on more than one day, the "Quotation Date" shall be the last of such
days).

          "Register" has the meaning assigned to such term in Section 9.04.

          "Regulations D, U and X" means, respectively, Regulations D, U and X
of the Board of Governors of the Federal Reserve System (or any successor), as
the same may be amended or supplemented from time to time.

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

          "Required Lenders" means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time (provided
that, and for all purposes after the Loans become due and payable pursuant to
Article VII or the Commitments expire or terminate, the outstanding Competitive
Loans of the Lenders shall be included in their respective Revolving Credit
Exposures in determining the Required Lenders).

          "Revolving Credit Exposure" means, with respect to any Lender at any
time, the aggregate outstanding principal amount of such Lender's Syndicated
Loans at such time.

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

          "Screen" means, for any Currency, the relevant display page for IBOR
for such Currency (as determined by the Administrative Agent) on the Telerate
Service; provided that, if the Administrative Agent determines that there is no
such relevant display page for IBOR for such Currency, "Screen" shall mean the
relevant display page for IBOR for such Currency (as determined by the
Administrative Agent) on the Reuter Monitor Money Rates Service. As of the date
hereof, the relevant display page for IBOR for all Currencies other than Euros
is Page 3750, and the relevant display page for IBOR for Euros is Page 248.

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<PAGE>

                                      -14-


          "Specified Time" means, for the Interest Period for any Eurocurrency
Borrowing denominated in any Currency, (a) for all Currencies other than English
Pounds Sterling or Euros, approximately 11:00 a.m., London time, on the relevant
Quotation Date, (b) for English Pounds Sterling, approximately 11:00 a.m.,
London time, on the relevant Quotation Date and (c) for Euros, approximately
11:00 a.m., Brussels time, on the relevant Quotation Date.

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

          "Subsidiary" means, as to any Person, (a) any corporation of which at
least a majority of the outstanding shares of stock whose class or classes have
by the terms thereof ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether or not at the time stock
of any other class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time
directly or indirectly owned or controlled by such Person or one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person and (b) any partnership or other entity in which such Person and/or
one or more Subsidiaries of such Person shall have an ownership or controlling
interest (whether in the form of voting or participation in profits or capital
contribution) of more than 50%. "Wholly Owned Subsidiary" means any Subsidiary
of which all of such shares or ownership interests, other than (in the case of a
corporation) directors' qualifying shares, are so owned or controlled.

          "Syndicated Loan" means a Loan made pursuant to Section 2.01.

          "Tangible Assets" means, at any time, Total Assets minus the sum of
the items identified in clause (c) of the definition in this Section 1.01 of the
term "Tangible Net Worth".

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

          (a) the amount of capital stock; plus

          (b) the amount of surplus and retained earnings (or, in the case of a
     surplus or retained earnings deficit, minus the amount of such deficit);
     minus

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<PAGE>

                                      -15-


          (c) the sum of the following: cost of treasury shares and the book
     value of all assets of the Company and its Consolidated Subsidiaries which
     should be classified as intangibles (without duplication of deductions in
     respect of items already deducted in arriving at surplus and retained
     earnings) but in any event including goodwill, research and development
     costs, trademarks, trade names, copyrights, patents and franchises,
     unamortized debt discount and expense, and any write-up in the book value
     of assets resulting from a revaluation thereof subsequent to December 31,
     2003 (other than any write-up, at the time of its acquisition, in the book
     value of any asset acquired subsequent to December 31, 2003).

          "Target Operating Day" has the meaning assigned to such term in
Section 9.13(a).

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

          "Termination Letter" has the meaning assigned to such term in Section
2.01(b).

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

          "Total Capital" means, at any date, Consolidated Net Worth plus Total
Debt plus (i) the amount of the minority interest in Carter Holt Harvey, Ltd.
and (ii) the amount of the minority interest represented by the Tax Deductible
Convertible Preferred issued by International Paper Capital Trust, each
determined as of such date.

          "Total Debt" means, at any time, the aggregate outstanding principal
amount of all Indebtedness of the Company and its Consolidated Subsidiaries at
such time determined on a consolidated basis (without duplication) in accordance
with GAAP.

          "2003 Credit Agreement" means the 3-Year Credit Agreement dated as of
March 6, 2003 between the Company, each of the lenders party thereto and JPMCB,
as Administrative Agent.

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

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

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<PAGE>

                                      -16-


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

          SECTION 1.04. Accounting Terms and Determinations.

          (a) Accounting Terms. Except as otherwise expressly provided herein,
all accounting terms used herein shall be interpreted, and all financial
statements and certificates and reports as to financial matters required to be
delivered to the Lenders hereunder shall (unless otherwise disclosed to the
Lenders in writing at the time of delivery thereof in the manner described in
subsection (b) below) be prepared in accordance with generally accepted
accounting principles applied on a basis consistent with that used in the
preparation of the latest financial statements furnished to the Lenders
hereunder (which, until the first financial statements are delivered under
Section 6.01, shall mean the financial statements referred to in Section 3.02).
All calculations made for the purposes of determining compliance with this
Agreement shall (except as otherwise expressly provided herein) be made by
application of generally accepted accounting principles applied on a basis
consistent with that used in the preparation of the latest annual or quarterly
financial statements furnished to the Lenders pursuant to Section 6.01 unless
(i) the Company shall have objected to determining such compliance on such basis
at the time of delivery of such financial statements or (ii) the Required
Lenders shall so object in writing within 30 days after delivery of such
financial statements, in either of which events such calculations shall be made
on a basis consistent with those used in the preparation of the latest financial
statements as to which such objection shall not have been made (which, if
objection is made in respect of the first financial statements delivered under
Section 6.01, shall mean the financial statements referred to in Section 3.02).

          (b) Descriptions of Material Variations. The Company shall deliver to
the Lenders at the same time as the delivery of any annual or quarterly
financial statement under Section 6.01 a description in reasonable detail of any
material variation between the application of accounting principles employed in
the preparation of such statement and the application of accounting principles
employed in the preparation of the next preceding annual or quarterly

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<PAGE>

                                      -17-


financial statements as to which no objection has been made in accordance with
the last sentence of paragraph (a) above and reasonable estimates of the
difference between such statements arising as a consequence thereof.

          (c) Changes of Fiscal Years. To enable the ready and consistent
determination of compliance with the covenants set forth in Article VI, the
Company will not change the last day of its fiscal year from December 31 of each
year, or the last days of the first three fiscal quarters in each of its fiscal
years from March 31, June 30 and September 30 of each year, respectively,
without giving prior notice of such change to each Lender and the Administrative
Agent.

          SECTION 1.05. Currencies; Currency Equivalents. At any time, any
reference in the definition of the term "Agreed Foreign Currency" or in any
other provision of this Agreement to the Currency of any particular nation means
the lawful currency of such nation at such time whether or not the name of such
Currency is the same as it was on the date hereof. Except as provided in Section
2.09(b) and the last sentence of Section 2.17(a), for purposes of determining
(i) whether the amount of any Borrowing, together with all other Borrowings then
outstanding or to be borrowed at the same time as such Borrowing, would exceed
the aggregate amount of the Commitments, (ii) the aggregate unutilized amount of
the Commitments and (iii) the outstanding aggregate principal amount of
Borrowings, the outstanding principal amount of any Borrowing that is
denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent
of the amount of the Foreign Currency of such Borrowing determined as of the
date of such Borrowing (determined in accordance with the last sentence of the
definition of the term "Borrowing"). Wherever in this Agreement in connection
with a Borrowing or Loan an amount, such as a required minimum or multiple
amount, is expressed in Dollars, but such Borrowing or Loan is denominated in a
Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent
of such Dollar amount (rounded to the nearest 1,000 units of such Foreign
Currency).

                                   ARTICLE II

                                   THE CREDITS

          SECTION 2.01. The Commitments; Borrowings by Approved Borrowers.

          (a) The Commitments. Subject to the terms and conditions set forth
herein, each Lender agrees to make Syndicated Loans in Dollars or in any Agreed
Foreign Currency to the Borrowers from time to time during the Availability
Period in an aggregate principal amount that will not result in (a) such
Lender's Revolving Credit Exposure exceeding such Lender's Commitment or (b) the
sum of the total Revolving Credit Exposures plus the aggregate principal amount
of outstanding Competitive Loans exceeding the total Commitments. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrowers may borrow, prepay and reborrow Syndicated Loans.

          (b) Borrowings by Approved Borrowers. The Company may, at any time or
from time to time during the Availability Period, designate one or more Wholly
Owned Consolidated Subsidiaries as Borrowers hereunder by furnishing to the
Administrative Agent a letter (a

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<PAGE>

                                      -18-


"Designation Letter") in duplicate, substantially in the form of Exhibit D-l,
duly completed and executed by the Company and such Subsidiary. Upon approval by
the Administrative Agent (which approval shall not be unreasonably withheld) of
such Subsidiary as an Approved Borrower, which approval shall be evidenced by
the Administrative Agent signing and returning to the Company a copy of such
Designation Letter, such Subsidiary shall be an Approved Borrower. So long as
all principal and interest on all Loans of any Approved Borrower and all other
amounts payable by such Approved Borrower hereunder have been paid in full, the
Company may terminate its status as an Approved Borrower hereunder by furnishing
to the Administrative Agent a letter (a "Termination Letter"), substantially in
the form of Exhibit D-2, duly completed and executed by the Company and such
Approved Borrower. Any Termination Letter furnished in accordance with this
Section shall be effective upon receipt by the Administrative Agent.
Notwithstanding the foregoing, the delivery of a Termination Letter with respect
to any Approved Borrower shall not affect any obligation of such Approved
Borrower theretofore incurred.

          SECTION 2.02. Loans and Borrowings.

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

          (b) Type of Loans. Subject to Section 2.12, (i) each Syndicated
Borrowing shall be constituted entirely of ABR Loans or of Eurocurrency Loans
denominated in a single Currency as the respective Borrower may request in
accordance herewith, and (ii) each Competitive Borrowing shall be constituted
entirely of Eurocurrency Loans or Fixed Rate Loans denominated in a single
Currency as the respective Borrower may request in accordance herewith. Each ABR
Loan shall be denominated in Dollars. Each Lender at its option may make any
Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the Borrowers to repay such Loan in accordance with the
terms of this Agreement.

          (c) Minimum Amounts; Limitation on Number of Borrowings. At the
commencement of the Interest Period for any Syndicated Borrowing, such
Syndicated Borrowing shall be in an aggregate amount of $15,000,000 or a larger
multiple of $1,000,000 (or, in either case, the U.S. Dollar Equivalent thereof);
provided that an ABR Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the total Commitments. Each Competitive Borrowing
shall be in an aggregate amount equal to $15,000,000 or a larger multiple of
$1,000,000 (or, in either case, the U.S. Dollar Equivalent thereof). Borrowings
of more than one Class, Currency and Type may be outstanding at the same time;
provided that there shall not at any time be more than a total of fifteen
Syndicated Eurocurrency Borrowings outstanding.

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<PAGE>

                                      -19-


          (d) Limitations on Lengths of Interest Periods. Notwithstanding any
other provision of this Agreement, no Borrower shall be entitled to request, or
to elect to convert to or continue as a Syndicated Eurocurrency Borrowing, any
Borrowing if the Interest Period requested therefor would end after the
Commitment Termination Date.

          SECTION 2.03. Requests for Syndicated Borrowings. To request a
Syndicated Borrowing, a Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Syndicated Eurocurrency Borrowing
denominated in Dollars, not later than 11:00 a.m., New York City time, three
Business Days before the date of the proposed Borrowing, (b) in the case of a
Syndicated Eurocurrency Borrowing denominated in a Foreign Currency, not later
than 11:00 a.m., London time, three Business Days before the date of the
proposed Borrowing or (c) in the case of an ABR Borrowing, not later than 10:00
a.m., New York City time, on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Company (on its own behalf or, as applicable, on behalf of an Approved
Borrower). Each such telephonic and written Borrowing Request shall specify the
following information in compliance with Section 2.02:

          (i) the Borrower and the aggregate amount and Currency of the
     requested Borrowing;

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

          (iii) in the case of a Syndicated Borrowing denominated in Dollars,
     whether such Borrowing is to be an ABR Borrowing or a Eurocurrency
     Borrowing;

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

          (v) the location and number of the account to which funds are to be
     disbursed, which shall comply with the requirements of Section 2.05.

If no election as to the Type of Syndicated Borrowing is specified, then the
requested Syndicated Borrowing shall be an ABR Borrowing unless an Agreed
Foreign Currency has been specified, in which case the requested Syndicated
Borrowing shall be a Eurocurrency Borrowing denominated in such Agreed Foreign
Currency. If no Interest Period is specified with respect to any requested
Syndicated Eurocurrency Borrowing, (i) if the Currency specified for such
Borrowing is Dollars (or if no Currency has been so specified), the requested
Borrowing shall be made instead as an ABR Borrowing, and (ii) if the Currency
specified for such Borrowing is an Agreed Foreign Currency, the respective
Borrower shall be deemed to have selected an Interest Period of one month's
duration. If no election as to the Currency of a Syndicated Borrowing is
specified, then the requested Syndicated Borrowing shall be denominated in
Dollars. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative

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                                      -20-


Agent shall advise each Lender of the details thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing.

          SECTION 2.04. Competitive Bid Procedure.

          (a) Requests for Bids by the Borrowers. Subject to the terms and
conditions set forth herein, from time to time during the Availability Period a
Borrower may request Competitive Bids and may (but shall not have any obligation
to) accept Competitive Bids and borrow Competitive Loans denominated in Dollars
or in any Foreign Currency; provided that the sum of the total Revolving Credit
Exposures plus the aggregate principal amount of outstanding Competitive Loans
at any time shall not exceed the total Commitments. To request Competitive Bids,
a Borrower shall notify the Administrative Agent of such request by telephone,
in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York
City time, four Business Days (or, in the case of a Eurocurrency Borrowing
denominated in a Foreign Currency, 11:00 a.m., London time, five Business Days)
before the date of the proposed Borrowing and, in the case of a Fixed Rate
Borrowing, not later than 10:00 a.m., New York City time (or, in the case of a
Fixed Rate Borrowing denominated in a Foreign Currency, 10:00 a.m., London
time), two Business Days before the date of the proposed Borrowing; provided
that the Borrowers may in the aggregate submit up to (but not more than) three
Competitive Bid Requests on the same day, and a Competitive Bid Request shall
not be made within five Business Days after the date of any previous Competitive
Bid Request, unless any and all such previous Competitive Bid Requests shall
have been withdrawn or all Competitive Bids received in response thereto
rejected. Each such telephonic Competitive Bid Request shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Competitive Bid Request in a form approved by the Administrative Agent and
signed by the Company (on behalf of itself or, as applicable, an Approved
Borrower). Each such telephonic and written Competitive Bid Request shall
specify the following information in compliance with Section 2.02:

          (i) the Borrower and the aggregate amount and Currency of the
     requested Borrowing;

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

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

          (iv) the Interest Period for such Borrowing, which shall be a period
     contemplated by the definition of the term "Interest Period"; and

          (v) the location and number of the account to which funds are to be
     disbursed, which shall comply with the requirements of Section 2.05.

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

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                                      -21-


          (b) Making of Bids by Lenders. Each Lender may (but shall not have any
obligation to) make one or more Competitive Bids in response to a Competitive
Bid Request. Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent by
telecopy, in the case of a Competitive Eurocurrency Borrowing, not later than
9:30 a.m, New York City time, three Business Days (or, in the case of a
Competitive Eurocurrency Borrowing denominated in a Foreign Currency, 9:30 a.m,
London time, four Business Days) before the proposed date of such Competitive
Borrowing, and in the case of a Fixed Rate Borrowing, not later than 9:30 a.m,
New York City time (or, in the case of a Fixed Rate Borrowing denominated in a
Foreign Currency, 9:30 a.m, London time), on the proposed date of such
Competitive Borrowing. Competitive Bids that do not conform substantially to the
form approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the applicable Lender of such
rejection as promptly as practicable. Each Competitive Bid shall specify (i) the
principal amount (which shall be $15,000,000 or a larger multiple of $1,000,000
(or, in either case, the U.S. Dollar Equivalent thereof) and which may equal the
entire principal amount of the Competitive Borrowing requested by the respective
Borrower) of the Competitive Loan or Loans that such Lender is willing to make,
(ii) the Competitive Bid Rate or Competitive Bid Rates at which such Lender is
prepared to make such Loan or Loans (expressed as a percentage rate per annum in
the form of a decimal to no more than four decimal places) and (iii) the
Interest Period for each such Loan and the last day thereof.

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

          (d) Acceptance of Bids by the Borrowers. Subject only to the
provisions of this paragraph, a Borrower may accept or reject any Competitive
Bid. Such Borrower shall notify the Administrative Agent by telephone, confirmed
by telecopy in a form approved by the Administrative Agent, whether and to what
extent such Borrower has decided to accept or reject each Competitive Bid, in
the case of a Competitive Eurocurrency Borrowing, not later than 10:30 a.m, New
York City time, three Business Days (or, in the case of a Eurocurrency Borrowing
denominated in a Foreign Currency, 2:00 p.m., London time, four Business Days)
before the date of the proposed Competitive Borrowing, and in the case of a
Fixed Rate Borrowing, not later than 10:30 a.m, New York City time (or, in the
case of a Fixed Rate Borrowing denominated in a Foreign Currency, 10:30 a.m,
London time), on the proposed date of the Competitive Borrowing; provided, that
(i) the failure of such Borrower to give such notice shall be deemed to be a
rejection of each Competitive Bid, (ii) such Borrower shall not accept a
Competitive Bid made at a particular Competitive Bid Rate if such Borrower
rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the
aggregate amount of the Competitive Bids accepted by such Borrower shall not
exceed the aggregate amount of the requested Competitive Borrowing specified in
the related Competitive Bid Request, (iv) to the extent necessary to comply with
clause (iii) of this proviso, such Borrower may accept Competitive Bids at the
same Competitive Bid Rate in part, which acceptance, in the case of multiple
Competitive Bids at such Competitive Bid Rate, shall be made pro rata in
accordance

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                                      -22-


with the amount of each such Competitive Bid, and (v) except pursuant to clause
(iv) of this proviso, no Competitive Bid shall be accepted for a Competitive
Loan unless such Competitive Loan is in a principal amount of $15,000,000 or a
larger multiple of $1,000,000 (or, in either case, the U.S. Dollar Equivalent
thereof); provided further that if a Competitive Loan must be in an amount less
than $15,000,000 because of the provisions of clause (iv) of the first proviso
of this paragraph, such Competitive Loan may be in an amount of $1,000,000 or
any multiple thereof, and in calculating the pro rata allocation of acceptances
of portions of multiple Competitive Bids at a particular Competitive Bid Rate
pursuant to such clause (iv) the amounts shall be rounded to multiples of
$1,000,000 in a manner determined by the Company. A notice given by any Borrower
pursuant to this paragraph shall be irrevocable.

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

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

          (g) Continuing Obligations of Lenders. The extension of any
Competitive Loan by any Lender shall not constitute utilization of such Lender's
Commitment hereunder, and such Lender shall remain obligated (as provided in
Section 2.17(c)) to make Loans in an amount equal to its pro rata share of the
aggregate Commitments under this Agreement, provided that in no event shall the
sum of the total Revolving Credit Exposures plus the aggregate principal amount
of outstanding Competitive Loans at any time exceed the total Commitments.

          SECTION 2.05. Funding of Borrowings.

          (a) Funding by Lenders. Each Lender shall make each Loan to be made by
it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 12:00 noon, Local Time, to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the Lenders.
The Administrative Agent will make such Loans available to the respective
Borrower by promptly crediting the amounts so received, in like funds, to an
account maintained with the Administrative Agent in New York City and designated
by such Borrower in the applicable Borrowing Request or Competitive Bid Request.

          (b) Presumption by the Administrative Agent. Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed time of any
Borrowing that such Lender will not make available to the Administrative Agent
such Lender's share of such Borrowing, the Administrative Agent may assume that
such Lender has made such share

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                                      -23-


available on such date in accordance with paragraph (a) of this Section and may,
in reliance upon such assumption, make available to the respective Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and such Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to such
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the Federal Funds Effective Rate or (ii) in the
case of such Borrower, the interest rate applicable to ABR Loans. If such Lender
pays such amount to the Administrative Agent, then such amount shall constitute
such Lender's Loan included in such Borrowing.

          SECTION 2.06. Interest Elections.

          (a) Elections by Borrowers for Syndicated Borrowings. Each Syndicated
Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Syndicated Eurocurrency Borrowing, shall have the
Interest Period specified in such Borrowing Request. Thereafter, a Borrower may
elect to convert such Borrowing to a Borrowing of a different Type or to
continue such Borrowing as a Borrowing of the same Type and, in the case of a
Syndicated Eurocurrency Borrowing, may elect the Interest Period therefor, all
as provided in this Section; provided, however, that (i) a Syndicated Borrowing
denominated in one Currency may not be continued as, or converted to, a
Syndicated Borrowing in a different Currency, (ii) no Syndicated Eurocurrency
Borrowing denominated in a Foreign Currency may be continued if, after giving
effect thereto, the sum of the Revolving Credit Exposures plus the aggregate
principal amount of outstanding Competitive Loans would exceed the aggregate
Commitments, and (iii) a Syndicated Eurocurrency Borrowing denominated in a
Foreign Currency may not be converted to a Borrowing of a different Type. A
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans constituting such Borrowing, and the Loans
constituting each such portion shall be considered a separate Borrowing. This
Section shall not apply to Competitive Borrowings, which may not be converted or
continued.

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

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                                      -24-


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

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

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

               (iii) whether, in the case of a Borrowing denominated in Dollars,
     the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency
     Borrowing; and

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

If any such Interest Election Request requests a Eurocurrency Borrowing (whether
denominated in Dollars or a Foreign Currency) but does not specify an Interest
Period, then the respective Borrower shall be deemed to have selected an
Interest Period of one month's duration.

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

          (e) Failure to Elect; Events of Default. If a Borrower fails to
deliver a timely Interest Election Request with respect to a Syndicated
Eurocurrency Borrowing prior to the end of the Interest Period therefor, then,
unless such Borrowing is repaid as provided herein, (i) if such Borrowing is
denominated in Dollars, at the end of such Interest Period such Borrowing shall
be converted to an ABR Borrowing, and (ii) if such Borrowing is denominated in a
Foreign Currency, the Company shall be deemed to have selected an Interest
Period of one month's duration. Notwithstanding any contrary provision hereof,
if an Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Required Lenders, so notifies the Borrowers, then,
so long as an Event of Default is continuing (A) no outstanding Syndicated
Borrowing denominated in Dollars may be converted to or continued as a
Syndicated Eurocurrency Borrowing, (B) unless repaid, each Syndicated
Eurocurrency Borrowing denominated in Dollars shall be converted to an ABR
Borrowing at the end of the Interest Period therefor and (C) no outstanding
Syndicated Eurocurrency Borrowing denominated in a Foreign Currency may have an
Interest Period of more than one month's duration.

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          SECTION 2.07. Changes of Commitments.

          (a) Scheduled Termination. Unless previously terminated the aggregate
amount of the Commitments shall terminate on the Commitment Termination Date.

          (b) Voluntary Termination or Reduction. The Company may at any time
terminate or from time to time reduce the Commitments; provided that (i) each
reduction of the Commitments shall be in an amount that is $15,000,000 or a
larger multiple of $1,000,000 and (ii) the Company shall not terminate or reduce
the Commitments if, after giving effect to any concurrent prepayment of the
Syndicated Loans in accordance with Section 2.09, the sum of the total Revolving
Credit Exposures plus the aggregate principal amount of outstanding Competitive
Loans would exceed the total Commitments.

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

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

          SECTION 2.08. Repayment of Loans; Evidence of Debt.

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

          (i) to the Administrative Agent for account of the Lenders the
     outstanding principal amount of the Syndicated Loans made to such Borrower
     on the Commitment Termination Date, and

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

          (b) Manner of Payment. Prior to any repayment or prepayment of any
Borrowings hereunder, the respective Borrower shall select the Borrowing or
Borrowings to be paid and shall notify the Administrative Agent by telephone
(confirmed by telecopy) of such selection not later than 11:00 a.m., New York
City time, three Business Days before the scheduled date of such repayment;
provided that each repayment of Borrowings shall be applied

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                                      -26-


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

          (c) Maintenance of Loan Accounts by Lenders. Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of the Borrowers to such Lender resulting from each Loan made
by such Lender, including the amounts and Currency of principal and interest
payable and paid to such Lender from time to time hereunder.

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

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

          (f) Promissory Notes. Any Lender may request that Loans made by it to
a Borrower be evidenced by a promissory note. In such event, such Borrower shall
prepare, execute and deliver to such Lender a promissory note payable to the
order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 9.04) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

          SECTION 2.09. Prepayment of Loans.

          (a) Optional Prepayments. Each Borrower shall have the right at any
time and from time to time to prepay any Borrowing made to it in whole or in
part, subject to the requirements of this Section; provided that no Borrower
shall have the right to prepay any Competitive Loan without the prior consent of
the Lender thereof.

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          (b) Mandatory Prepayments.

          (i) Determination of Amount Outstanding. On each Quarterly Date and
     promptly upon the receipt by the Administrative Agent of a Currency
     Valuation Notice (as defined below), the Administrative Agent shall
     determine the sum of the aggregate Revolving Credit Exposure plus the
     aggregate outstanding principal amount of all Competitive Loans. For the
     purpose of this determination, the outstanding principal amount of any Loan
     that is denominated in any Foreign Currency shall be deemed to be the
     Dollar Equivalent of the amount in the Foreign Currency of such Loan,
     determined as of such Quarterly Date or, in the case of a Currency
     Valuation Notice received by the Administrative Agent prior to 11:00 a.m.,
     New York City time, on a Business Day, on such Business Day or, in the case
     of a Currency Valuation Notice otherwise received, on the first Business
     Day after such Currency Valuation Notice is received. Upon making such
     determination, the Administrative Agent shall promptly notify the Lenders
     and the Company thereof.

          (ii) Prepayment. If, on the date of such determination such sum
     exceeds 105% of the aggregate amount of the Commitments as then in effect,
     the Borrowers shall, if requested by the Required Lenders (through the
     Administrative Agent), prepay the Syndicated Loans and Competitive Loans in
     such amounts as shall be necessary so that after giving effect thereto the
     sum of the aggregate Revolving Credit Exposure plus the aggregate
     outstanding principal amount of all Competitive Loans does not exceed the
     Commitments.

For purposes hereof, "Currency Valuation Notice" means a notice given by the
Required Lenders to the Administrative Agent stating that such notice is a
"Currency Valuation Notice" and requesting that the Administrative Agent
determine the sum of the aggregate Revolving Credit Exposure plus the aggregate
outstanding principal amount of all Competitive Loans. The Administrative Agent
shall not be required to make more than one valuation determination pursuant to
Currency Valuation Notices within any rolling three month period. Any prepayment
pursuant to this paragraph shall be applied, first, to Syndicated Loans
outstanding and second, to Competitive Loans outstanding.

          (c) Notices, Etc. Each Borrower shall notify the Administrative Agent
by telephone (confirmed by telecopy) of any optional prepayment to be made by it
hereunder (i) in the case of prepayment of a Syndicated Eurocurrency Borrowing
or of a Competitive Borrowing, not later than 11:00 a.m., New York City time
(or, in the case of a Borrowing denominated in a Foreign Currency, 11:00 a.m.,
London time), two Business Days before the date of prepayment or (ii) in the
case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City
time, on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date, the principal amount of each Borrowing or portion
thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably
detailed calculation of the amount of such prepayment; provided that, if a
notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.07, then such notice
of prepayment may be revoked if such notice of termination is revoked in
accordance with Section

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                                      -28-


2.07. Promptly following receipt of any such notice relating to a Syndicated
Borrowing or Competitive Borrowing, the Administrative Agent shall advise the
relevant Lenders of the contents thereof. Each partial prepayment of any
Borrowing shall be in an amount that would be permitted in the case of a
Borrowing of the same Type as provided in Section 2.02, except as necessary to
apply fully the required amount of a mandatory prepayment. Each prepayment of a
Syndicated Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.11 and shall be made in the manner specified in
Section 2.08(b).

          SECTION 2.10. Fees.

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

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

          (c) Payment of Fees. All fees payable hereunder shall be paid on the
dates due, in Dollars and immediately available funds, to the Administrative
Agent for distribution, in the case of facility fees, to the Lenders entitled
thereto. Fees paid shall not be refundable under any circumstances.

          SECTION 2.11. Interest.

          (a) ABR Loans. The Loans constituting each ABR Borrowing shall bear
interest at a rate per annum equal to the Alternate Base Rate plus for any
Commitment Utilization Day, the Additional Margin.

          (b) Eurocurrency Loans. The Loans constituting each Eurocurrency
Borrowing shall bear interest at a rate per annum equal to (i) in the case of a
Syndicated Eurocurrency Borrowing, the Adjusted Eurocurrency Rate for the
Interest Period for such Borrowing plus the Applicable Rate plus in each case
for any Commitment Utilization Day, the applicable Additional Margin or (ii) in
the case of a Competitive Eurocurrency Borrowing, the

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Eurocurrency Rate for the Interest Period for such Borrowing plus (or minus, as
applicable) the Margin applicable to such Loan.

          (c) Fixed Rate Loans. Each Fixed Rate Loan shall bear interest at a
rate per annum equal to the Fixed Rate plus for any Commitment Utilization Day,
the Additional Margin.

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

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

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

          SECTION 2.12. Alternate Rate of Interest. If prior to the commencement
of the Interest Period for any Eurocurrency Borrowing (the Currency of such
Borrowing herein called the "Affected Currency"):

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

          (b) the Administrative Agent is advised by the Required Lenders (or,
     in the case of a Competitive Eurocurrency Borrowing, any Lender that is
     required to make such

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     Loan) that the Adjusted Eurocurrency Rate (in the case of a Syndicated
     Eurocurrency Borrowing) or the Eurocurrency Rate (in the case of a
     Competitive Eurocurrency Borrowing) for the Affected Currency for such
     Interest Period will not adequately and fairly reflect the cost to such
     Lenders (or Lender) of making or maintaining their Loans (or its Loan)
     included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrowers and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrowers and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Syndicated Borrowing to, or
the continuation of any Syndicated Borrowing as, a Syndicated Eurocurrency
Borrowing denominated in the Affected Currency shall be ineffective and, if the
Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall
be continued as, or converted to, an ABR Borrowing, (ii) if the Affected
Currency is Dollars and any Borrowing Request requests a Syndicated Eurocurrency
Borrowing denominated in Dollars, such Borrowing shall be made as an ABR
Borrowing, (iii) if the Affected Currency is a Foreign Currency, any Borrowing
Request that requests a Syndicated Eurocurrency Borrowing denominated in the
Affected Currency shall be ineffective and (iv) any request by a Borrower for a
Competitive Eurocurrency Borrowing denominated in the Affected Currency shall be
ineffective; provided that (A) if the circumstances giving rise to such notice
do not affect all the Lenders, then requests by a Borrower for Competitive
Eurocurrency Borrowings denominated in the Affected Currency may be made to
Lenders that are not affected thereby, and (b) the provisions of this Section
shall not apply to any determination of the Adjusted Eurocurrency Rate or the
Eurocurrency Rate (as the case may be) for the Interest Period for any
Eurocurrency Borrowing if the applicable Eurocurrency Rate is available on the
Screen as contemplated by the first sentence of the definition of "Eurocurrency
Rate".

          SECTION 2.13. Increased Costs.

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

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

          (ii) impose on any Lender or the London interbank market any other
     condition affecting this Agreement or Eurocurrency Loans or Fixed Rate
     Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lenders of making or maintaining any Eurocurrency Loan or Fixed Rate Loan to any
Borrower (or of maintaining its obligation to make any such Loan) or to reduce
the amount of any sum received or receivable by such Lender hereunder (whether
of principal, interest or otherwise), then the respective Borrower

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will pay to such Lender, in Dollars, such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered.

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

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

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

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

          SECTION 2.14. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurocurrency Loan or Fixed Rate Loan of any Borrower
other than on the last day of an Interest Period therefor (including as a result
of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Loan
of any Borrower other than on the last day of an Interest Period therefor, (c)
the failure to borrow, convert, continue or prepay any Syndicated Loan of any
Borrower on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice is permitted to be revocable under Section
2.09(c) and is revoked in accordance herewith), (d) the failure by any Borrower
to borrow any Competitive Loan after accepting the Competitive Bid to make such
Loan or (e) the assignment of any Syndicated

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Eurocurrency Loan or Fixed Rate Loan of any Borrower other than on the last day
of an Interest Period therefor as a result of a request by the Company pursuant
to Section 2.18, then, in any such event, such Borrower shall compensate each
Lender for the loss, cost and expense attributable to such event.

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

          SECTION 2.15. U.S. Taxes.

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

          (b) Payment of Other Taxes by the Borrowers. In addition, each
Borrower shall pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.

          (c) Indemnification by the Company. The Company shall indemnify the
Administrative Agent and each Lender, within 10 days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) paid by the Administrative Agent or such
Lender, as the case may be, and any penalties, interest and

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reasonable expenses arising therefrom or with respect thereto, whether or not
such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Company by a Lender, or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.

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

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

          SECTION 2.16. Foreign Taxes.

          (a) Payments to be Made Free and Clear of Foreign Taxes. All payments
on account of the principal of and interest on the Loans, fees and all other
amounts payable hereunder by any Approved Borrower organized under a Foreign
Jurisdiction to or for the account of the Administrative Agent or any Lender,
including amounts payable under paragraph (b) of this Section, shall be made
free and clear of and without reduction or liability for Foreign Taxes. Such
Approved Borrower will pay all Foreign Taxes applicable to it, without charge to
or offset against any amount due to the Administrative Agent or any Lender,
prior to the date on which penalties attach thereto, except for any such Foreign
Taxes (other than Foreign Taxes imposed on or in respect of any amount payable
by such Approved Borrower hereunder) the payment of which is being contested in
good faith and by proper proceedings and against which adequate reserves are
being maintained, so long as no claim for such Foreign Taxes is made on the
Administrative Agent or any Lender.

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

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

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

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

          (a) Payments by the Borrowers. Each Borrower shall make each payment
required to be made by it hereunder (whether of principal, interest or fees, or
under Section 2.13, 2.14, 2.15 or 2.16, or otherwise) prior to 12:00 noon, Local
Time, on the date when due, in immediately available funds, without set-off,
counterclaim or other deduction. Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at
the Administrative Agent's Account, except that payments pursuant to Sections
2.13, 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled
thereto. The Administrative Agent shall distribute any such payments received by
it for account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder (including facility fees, payments required under Section 2.13, and
payments required under Section 2.14 relating to any Loan denominated in
Dollars, but not including principal of, and interest on, any Loan denominated
in any Foreign Currency or payments relating to any such Loan required under
Section 2.14, which are payable in such Foreign Currency) shall be made in
Dollars. Notwithstanding the foregoing, if any Borrower shall fail to pay any
principal of any Loan when

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due (whether at stated maturity, by acceleration, by mandatory prepayment or
otherwise), the unpaid portion of such Loan shall, if such Loan is not
denominated in Dollars, automatically be redenominated in Dollars on the due
date thereof (or, if such due date is a day other than the last day of the
Interest Period therefor, on the last day of such Interest Period) in an amount
equal to the Dollar Equivalent thereof on the date of such redenomination and
such principal shall be payable on demand; and if any Borrower shall fail to pay
any interest on any Loan that is not denominated in Dollars, such interest shall
automatically be redenominated in Dollars on the due date therefor (or, if such
due date is a day other than the last day of the Interest Period therefor, on
the last day of such Interest Period) in an amount equal to the Dollar
Equivalent thereof on the date of such redenomination and such interest shall be
payable on demand.

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

          (c) Pro Rata Treatment. Except to the extent otherwise provided
herein: (i) each Syndicated Borrowing shall be made from the Lenders, each
payment of a facility fee under Section 2.10 shall be made for account of the
Lenders, and each termination or reduction of the amount of the Commitments
under Section 2.07 shall be applied to the respective Commitments of the
Lenders, pro rata according to the amounts of their respective Commitments (or,
in the case of payment of facility fees, pro rata according to the amounts of
their respective Revolving Credit Exposures); (ii) each Syndicated Borrowing
shall be allocated pro rata among the Lenders according to the amounts of their
respective Commitments (in the case of the making of Syndicated Loans) or their
respective Loans (in the case of conversions and continuations of Loans); (iii)
each payment or prepayment of principal of Syndicated Loans by any Borrower
shall be made for account of the Lenders pro rata in accordance with the
respective unpaid principal amounts of the Syndicated Loans of such Borrower
held by them; and (iv) each payment of interest on Syndicated Loans by any
Borrower shall be made for account of the Lenders pro rata in accordance with
the amounts of interest on such Loans of such Borrower then due and payable to
the respective Lenders.

          (d) Sharing of Payments by Lenders. If any Lender shall, by exercising
any right of set-off or counterclaim or otherwise, obtain payment in respect of
any principal of or interest on any of its Syndicated Loans resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of its
Syndicated Loans and accrued interest thereon then due than the proportion
received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Syndicated Loans
of other Lenders to the extent necessary so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Syndicated
Loans; provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations
shall be

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rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be
construed to apply to any payment made by a Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans to any assignee or participant, other than to the Company or any
Subsidiary or Affiliate thereof (as to which the provisions of this paragraph
shall apply). Each Borrower consents to the foregoing and agrees, to the extent
it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Borrower in the amount
of such participation.

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

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

          SECTION 2.18. Mitigation Obligations; Replacement of Lenders.

          (a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 2.13, or if any Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for account of any
Lender pursuant to Section 2.15 or 2.16, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.13, 2.15 or 2.16, as the case may be, in the future and (ii) would
not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.

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          (b) Replacement of Lenders. If any Lender requests compensation under
Section 2.13, or if any Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for account of any Lender pursuant to
Section 2.15 or 2.16, or if any Lender defaults in its obligation to fund Loans
hereunder, then the Company may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 9.04), all its interests, rights and obligations under this
Agreement (other than any outstanding Competitive Loans held by it) to an
assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Company
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans (other than
Competitive Loans), accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrowers (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.13 or payments required to be made
pursuant to Section 2.15 or 2.16, such assignment will result in a reduction in
such compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Company to require such
assignment and delegation cease to apply.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          Representations and Warranties. Each of the Company and the Approved
Borrowers, as applicable, represents and warrants to the Lenders that:

          Part A. Representations and Warranties of the Company.

          SECTION 3.01. Corporate Existence. Each of the Company and its
Material Subsidiaries: (a) is a corporation duly organized and validly existing
under the laws of the jurisdiction of its incorporation (or, in the case of a
Material Subsidiary that is not a corporation, is a partnership or other entity
duly organized and validly existing under the laws of its jurisdiction of
organization); (b) has all requisite legal power, and has all material
governmental licenses, authorizations, consents and approvals, necessary to own
its assets and carry on its business as now being or as proposed to be
conducted; and (c) is qualified to do business in all jurisdictions in which the
nature of the business conducted by it makes such qualification necessary and
where failure so to qualify would have a Material Adverse Effect.

          SECTION 3.02. Financial Condition. The consolidated balance sheet of
the Company and its Consolidated Subsidiaries as at December 31, 2003 and the
related consolidated statements of earnings, cash flow and common shareholders'
equity of the Company and its Consolidated Subsidiaries for the fiscal year
ended on said date, with the

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opinion thereon of Deloitte & Touche LLP, heretofore furnished to each of the
Lenders, are complete and correct and fairly present the consolidated financial
condition of the Company and its Consolidated Subsidiaries as at said date and
the consolidated results of their operations for the fiscal year, on said date,
all in accordance with GAAP. Neither the Company nor any of its Material
Subsidiaries had on said dates any material contingent liabilities, liabilities
for taxes, unusual forward or long-term commitments or unrealized or anticipated
losses from any unfavorable commitments, except as referred to or reflected or
provided for in said balance sheets as at said dates. Since December 31, 2003,
there has been no event or condition that could result in a Material Adverse
Effect.

          SECTION 3.03. Litigation. Except as disclosed to the Lenders in
writing prior to the date of this Agreement, the legal or arbitral proceedings,
and proceedings by or before any Governmental Authority, now pending or (to the
knowledge of the Company) threatened against the Company and/or any of its
Material Subsidiaries will not, in the opinion of the General Counsel of the
Company, result in imposition of liability or assessment against (including
seizure of) property that would result in a Material Adverse Effect.

          SECTION 3.04. No Breach. None of the execution and delivery of this
Agreement, the consummation of the transactions herein contemplated and
compliance with the terms and provisions hereof will conflict with or result in
a breach of, or require any consent under, the charter or by-laws of the
Company, or any applicable law or regulation, or any order, writ, injunction or
decree of any Governmental Authority, or any agreement or instrument to which
the Company or any of its Material Subsidiaries is a party or by which any of
them is bound or to which any of them is subject, or constitute a default under
any such agreement or instrument.

          SECTION 3.05. Corporate Action of the Company. The Company has all
necessary corporate power and authority to execute, deliver and perform its
obligations under this Agreement; the execution, delivery and performance by the
Company of this Agreement have been duly authorized by all necessary corporate
action on its part; and this Agreement has been duly and validly executed and
delivered by the Company and constitutes the legal, valid and binding obligation
of the Company, enforceable in accordance with its terms, except as enforcement
may be limited by equitable principles or by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally.

          SECTION 3.06. Approvals. No authorizations, approvals or consents of,
and no filings or registrations with, any Governmental Authority are necessary
for the execution, delivery or performance by the Company of this Agreement or
for the validity or enforceability thereof.

          SECTION 3.07. Use of Loans. Neither the Company nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose, whether immediate, incidental
or ultimate, of buying or carrying Margin Stock and no part of the proceeds of
any Loan hereunder will be used to buy or carry, or to extend credit to others
to buy or carry, any Margin Stock.

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                                      -39-


          SECTION 3.08. ERISA. The Company and the ERISA Affiliates have
fulfilled their respective obligations under the minimum funding standards of
ERISA and the Code with respect to each Plan and are in compliance in all
material respects with the presently applicable provisions of ERISA and the
Code, and have not incurred any liability to the PBGC or any Plan or
Multiemployer Plan (other than to make contributions in the ordinary course of
business).

          SECTION 3.09. Taxes. United States Federal income tax returns of the
Company have been examined and closed through the fiscal year of the Company
ended December 31, 1996. The Company and its Subsidiaries have filed all United
States Federal income tax returns and all other material tax returns required to
be filed by them and have paid all taxes due pursuant to such returns or
pursuant to any assessment received by the Company or any of its Subsidiaries
except for those being contested in good faith and for which adequate reserves
have been established in accordance with GAAP. The charges, accruals and
reserves on the books of the Company and its Material Subsidiaries in respect of
taxes and other governmental charges are, in the opinion of the Company,
adequate. If the Company is a member of an affiliated group of corporations
filing consolidated returns for United States Federal income tax purposes, it is
the "common parent" of such group.

          SECTION 3.10. Investment Company Act. None of the Company or any of
the Approved Borrowers is an "investment company", or a company "controlled" by
an "investment company", within the meaning of the Investment Company Act of
1940, as amended.

          SECTION 3.11. Public Utility Holding Company Act. None of the Company
or any of the Approved Borrowers is a "holding company", or an "affiliate" of a
"holding company" or a "subsidiary company" of a "holding company", within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

          SECTION 3.12. Credit Agreements. Schedule II is a complete and correct
list, as of the date of this Agreement, of each credit agreement, loan
agreement, indenture, purchase agreement, guarantee or other arrangement
providing for or otherwise relating to any Indebtedness or any extension of
credit (or commitment for any extension of credit) to, or guarantee by, the
Company or any of its Material Subsidiaries the aggregate principal or face
amount of which equals or exceeds (or may equal or exceed) $150,000,000 and the
aggregate principal or face amount outstanding or which may become outstanding
under each such arrangement is correctly described in Schedule II.

          SECTION 3.13. Hazardous Materials and Environmental Matters.

          (a) Licenses and Permits, Etc. The Company and each of its Material
Subsidiaries have obtained all permits, licenses and other authorizations
required under all Environmental Laws, except to the extent failure to have any
such permit, license or authorization could not in the aggregate reduce by more
than 25% the annual tonnage capacity of the paper processing operations of the
Company and its Consolidated Subsidiaries. The Company and each of its Material
Subsidiaries are in compliance with the terms and conditions of all such
permits, licenses and authorizations, and are also in compliance with all other

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<PAGE>

                                      -40-


limitations, restrictions, conditions, standards, prohibitions, requirements,
obligations, schedules and timetables contained in any applicable Environmental
Law or in any regulation, code, plan, order, decree, judgment, injunction,
notice or demand letter issued, entered, promulgated or approved thereunder,
except to the extent failure to comply could not in the aggregate reduce by more
than 25% the annual tonnage capacity of the paper processing operations of the
Company and its Consolidated Subsidiaries.

          (b) Compliance Review. In the ordinary course of its business, the
Company conducts an ongoing review of the effect of Environmental Laws on the
business, operations and properties of the Company and its Subsidiaries, in the
course of which it identifies and evaluates associated liabilities and costs
(including any capital or operating expenditures required for clean-up or
closure of properties presently or previously owned, any capital or operating
expenditures required to achieve or maintain compliance with environmental
protection standards imposed by law or as a condition of any license, permit or
contract, any related constraints on operating activities, including any
periodic or permanent shutdown of any facility or reduction in the level of or
change in the nature of operations conducted thereat, any costs or liabilities
in connection with off-site disposal of wastes or hazardous substances, and any
actual or potential liabilities to third parties, including employees, and any
related costs and expenses). On the basis of this review, the Company has
reasonably concluded that such associated liabilities and costs, including the
costs of compliance with Environmental Laws, are unlikely to have a Material
Adverse Effect.

          SECTION 3.14. Full Disclosure. The Company has heretofore furnished to
each of the Lenders a true copy of the Company's annual report to shareholders
for 2003 setting forth consolidated audited financial statements for the year
ended December 31, 2003, as filed with the Securities and Exchange Commission.
Except as disclosed in writing to the Lenders, the annual, quarterly and other
periodic reports most recently delivered to the Lenders pursuant to this Section
or Section 3.02 do not contain an untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein not misleading.

          Part B. Representations and Warranties of the Approved Borrowers. Each
Approved Borrower represents and warrants to the Lenders that:

          SECTION 3.15. Existence of Approved Borrowers. It (a) is duly
organized and validly existing under the laws of the jurisdiction of its
formation; (b) has all requisite power, and has all material governmental
licenses, authorizations, consents and approvals necessary to own its assets and
carry on its business as now being or as proposed to be conducted; and (c) is
qualified to do business in all jurisdictions in which the nature of the
business conducted by it makes such qualification necessary and where failure so
to qualify would have a Material Adverse Effect.

          SECTION 3.16. No Breach. None of the execution and delivery of its
Designation Letter, the consummation of the transactions herein contemplated and
compliance with the terms and provisions hereof will conflict with or result in
a breach of, or require any consent under, the charter or by-laws of such
Approved Borrower, or any applicable law or

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                                      -41-


regulation, or any order, writ, injunction or decree of any Governmental
Authority, or any agreement or instrument to which such Approved Borrower or any
of its Subsidiaries is a party or by which any of them is bound or to which any
of them is subject, or constitute a default under any such agreement or
instrument.

          SECTION 3.17. Corporate Action. Such Approved Borrower has all
necessary power and authority to execute, deliver and perform its obligations
under its Designation Letter and to perform its obligations hereunder; the
execution and delivery by such Approved Borrower of its Designation Letter and
the performance by such Approved Borrower hereunder and thereunder have been
duly authorized by all necessary action on its part; and its Designation Letter
when executed and delivered by such Approved Borrower, will constitute, the
legal, valid and binding obligation of such Approved Borrower, enforceable in
accordance with its terms.

          SECTION 3.18. Approvals. No authorizations, approvals or consents of,
and no filings or registrations with, any Governmental Authority are necessary
for the execution, delivery or performance by such Approved Borrower of its
Designation Letter or for the validity or enforceability thereof.

          SECTION 3.19. Taxes on Payments of Approved Borrowers. Except as
disclosed to the Lenders in writing prior to the delivery of such Approved
Borrower's Designation Letter, there is no income, stamp or other tax of any
country, or of any taxing authority thereof or therein, imposed by or in the
nature of withholding or otherwise, which is imposed on any payment to be made
by such Approved Borrower pursuant hereto, or is imposed on or by virtue of the
execution, delivery or enforcement of its Designation Letter.

                                   ARTICLE IV

                                    GUARANTEE

          SECTION 4.01. Guarantee. The Guarantor hereby guarantees to each
Lender and the Administrative Agent and their respective successors and assigns
the prompt payment in full when due (whether at stated maturity, by acceleration
or otherwise) of the principal of and interest on the Loans made by the Lenders
to any Approved Borrower and all other amounts from time to time owing to the
Lenders or the Administrative Agent by any Approved Borrower under this
Agreement pursuant to its Designation Letter, in each case strictly in
accordance with the terms thereof (such obligations being herein collectively
called the "Guaranteed Obligations"). The Guarantor hereby further agrees that
if any Approved Borrower shall fail to pay in full when due (whether at stated
maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the
Guarantor will promptly pay the same, without any demand or notice whatsoever,
and that in the case of any extension of time of payment or renewal of any of
the Guaranteed Obligations, the same will be promptly paid in full when due
(whether at extended maturity, by acceleration or otherwise) in accordance with
the terms of such extension or renewal. This is a guarantee of payment and not
of collection.

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                                      -42-


          SECTION 4.02. Obligations Unconditional. The obligations of the
Guarantor under Section 4.01 are absolute and unconditional irrespective of the
value, genuineness, validity, regularity, legality or enforceability of the
obligations of any Approved Borrower under this Agreement or any other agreement
or instrument referred to herein or therein (including any Designation Letter),
or any substitution, release or exchange of any other guarantee of or security
for any of the Guaranteed Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor (including any immunity, sovereign or otherwise, to which any Approved
Borrower may be entitled), it being the intent of this Section that the
obligations of the Guarantor hereunder shall be absolute and unconditional under
any and all circumstances. Without limiting the generality of the foregoing, it
is agreed that the occurrence of any one or more of the following shall not
affect the liability of the Guarantor hereunder:

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

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

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

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

          SECTION 4.03. Reinstatement. The obligations of the Guarantor under
this Article IV shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of any Approved Borrower in respect of
the Guaranteed Obligations is rescinded or must be otherwise restored by any
holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise and the Guarantor
agrees that it will indemnify the Administrative Agent and each Lender on demand
for all reasonable costs and expenses (including fees of counsel) incurred by
the Administrative Agent or such Lender in connection with such rescission or
restoration.

          SECTION 4.04. Subrogation. The Guarantor hereby waives all rights of
subrogation or contribution, whether arising by operation of law (including any
such right arising

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<PAGE>

                                      -43-


under the Bankruptcy Code, as now or hereafter in effect) or otherwise, by
reason of any payment by it pursuant to the provisions of this Article IV and
further agrees that for the benefit of each of its creditors (including each
Lender and the Administrative Agent) that any such payment by it of the
Guaranteed Obligations of any Approved Borrower shall constitute a contribution
of capital by the Guarantor to such Approved Borrower or, if evidenced by an
instrument in form and substance (and containing terms of subordination)
satisfactory to the Required Lenders, indebtedness subordinated in right of
payment to the principal of and interest (including post-petition interest) on
the Loans owing by such Approved Borrower.

          SECTION 4.05. Remedies. The Guarantor agrees that, as between the
Guarantor and the Lenders, the obligations of any Approved Borrower under this
Agreement may be declared to be forthwith due and payable as provided in Article
VII (and shall be deemed to have become automatically due and payable in the
circumstances provided in Article VII) for purposes of Section 4.01
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable) as
against any Approved Borrower and that, in the event of such declaration (or
such obligations being deemed to have become automatically due and payable),
such obligations (whether or not due and payable by such Approved Borrower)
shall forthwith become due and payable by the Guarantor for purposes of said
Section 4.01.

          SECTION 4.06. Continuing Guarantee. The guarantee in this Article IV
is a continuing guarantee, and shall apply to all Guaranteed Obligations
whenever arising.

                                    ARTICLE V

                                   CONDITIONS

          SECTION 5.01. Effective Date. The obligations of the Lenders to make
Loans hereunder shall not become effective until the date on which the
Administrative Agent shall have received each of the following documents, each
of which shall be satisfactory to the Administrative Agent (and to the extent
specified below, to each Lender) in form and substance (or such condition shall
have been waived in accordance with Section 9.02):

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

          (b) Opinion of Counsel to the Company. A favorable written opinion
     (addressed to the Administrative Agent and the Lenders and dated the
     Effective Date) of Barbara Smithers, Vice President, Chief Counsel -
     Transactions for the Company substantially in the form of Exhibit B-l (and
     the Company hereby instructs such counsel to deliver such opinion to the
     Lenders and the Administrative Agent).

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                                      -44-


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

          (d) Corporate Documents. Such documents and certificates as the
     Administrative Agent or its counsel may reasonably request relating to the
     organization, existence and good standing of the Company, the authorization
     of the borrowings hereunder by the Company, and its Guarantee of
     obligations of the Approved Borrowers, all in form and substance
     satisfactory to the Administrative Agent and its counsel.

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

          (f) 2003 Credit Agreement. Evidence that the 2003 Credit Agreement
     "Commitments" (as defined in the 2003 Credit Agreement) shall have been
     reduced to $750,000,000.

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

          The effectiveness of the obligations of the Lenders to make Loans
hereunder shall also be subject to the conditions precedent that:

          (i) No Material Adverse Change. Since December 31, 2003, there has
     been no material adverse change in the consolidated financial condition,
     operations, business or prospects taken as a whole of the Company and its
     Subsidiaries from that set forth in the respective financial statements of
     the Company as at said date (and the Administrative Agent shall have
     received a certificate to such effect from a senior financial officer of
     the Company).

          (ii) Fees. The Company shall have paid such fees as it shall have
     agreed to pay to any Lender or the Administrative Agent in connection
     herewith, including the reasonable fees and expenses of Milbank, Tweed,
     Hadley & McCloy LLP, special New York counsel to JPMCB, in connection with
     the negotiation, preparation, execution and delivery of this Agreement and
     the Loans hereunder (to the extent that statements for such fees and
     expenses have been delivered to the Company).

          The Administrative Agent shall notify the Company and the Lenders of
the Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 9.02) on or prior to 3:00 p.m., New
York City time, on March 30, 2004 (and, in the event such conditions are not so
satisfied or waived, the Commitments shall terminate at such time).

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                                      -45-


          SECTION 5.02. Initial Loan to any Approved Borrower. The obligations
of the Lenders to make Loans hereunder to any Approved Borrower shall not become
effective until the date on which the Administrative Agent shall have received
each of the following documents, each of which shall be satisfactory to the
Administrative Agent (and to the extent specified below, to each Lender) in form
and substance (or such condition shall have been waived in accordance with
Section 9.02):

          (a) Designation Letter. A Designation Letter, duly executed by such
     Approved Borrower and the Company.

          (b) Opinion of Counsel to Approved Borrower. A favorable written
     opinion (addressed to the Administrative Agent and the Lenders) of counsel
     for such Approved Borrower satisfactory to the Administrative Agent
     substantially in the form of Exhibit B-2, with such changes therein as the
     Administrative Agent may request to address matters of foreign law.

          (c) Corporate Documents. Such documents and certificates as the
     Administrative Agent or its counsel may reasonably request relating to the
     organization, existence and good standing of such Approved Borrower, the
     authorization of the borrowings hereunder by such Approved Borrower, all in
     form and substance satisfactory to the Administrative Agent and its
     counsel.

          (d) Financial Statements. The financial statements of such Approved
     Borrower required pursuant to the fourth paragraph of such Approved
     Borrower's Designation Letter.

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

          SECTION 5.03. Each Credit Event. The obligation of each Lender to make
a Loan on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:

          (a) the representations and warranties of the Company in Part A of
     Article III (other than the last sentence of Section 3.02) shall be true
     and correct on and as of the date of such Borrowing;

          (b) in the case of any Borrowing by an Approved Borrower, the
     representations and warranties of such Approved Borrower in Part B of
     Article III shall be true and correct on and as of the date of such
     Borrowing; and

          (c) at the time of and immediately after giving effect to such
     Borrowing, no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Company and the respective Borrower on the date thereof as to the matters
specified in the preceding sentence.

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                                      -46-


                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

          The Company agrees that, so long as any of the Commitments are in
effect and until payment in full of all Loans hereunder, all interest thereon
and all other amounts payable by any Obligor hereunder:

          Part A. Affirmative Covenants.

          SECTION 6.01. Financial Statements. The Company shall deliver to the
Administrative Agent on behalf of the Lenders (and upon receipt thereof the
Administrative Agent shall promptly deliver to the Lenders):

          (a) as soon as available and in any event within 55 days after the end
     of each of the first three quarters of each fiscal year of the Company,
     consolidated statements of earnings and cash flow of the Company and its
     Consolidated Subsidiaries for such period and for the period from the
     beginning of the respective fiscal year to the end of such period, and the
     related consolidated balance sheet as at the end of such period, setting
     forth in each case in comparative form the corresponding consolidated
     figures for the corresponding period in the preceding fiscal year,
     accompanied by a certificate of a senior financial officer of the Company
     which certificate shall state that said financial statements fairly present
     the consolidated financial condition, results of operations and cash flows
     of the Company and its Consolidated Subsidiaries on a consolidated basis as
     of and for the periods presented in accordance with GAAP consistently
     applied;

          (b) as soon as available and in any event within 100 days after the
     end of each fiscal year of the Company, consolidated statements of
     earnings, cash flow and common shareholders' equity of the Company and its
     Consolidated Subsidiaries for such year and the related consolidated
     balance sheet as at the end of such year, setting forth in each case in
     comparative form the corresponding consolidated figures for the preceding
     fiscal year, and accompanied by an unqualified opinion thereon of Deloitte
     & Touche LLP or any other independent certified public accountants of
     recognized national standing, which opinion shall state that said
     consolidated financial statements fairly present the consolidated financial
     condition and results of operations of the Company and its Consolidated
     Subsidiaries as at the end of, and for, such fiscal year, and a certificate
     of such accountants stating that, in making the examination necessary for
     their opinion, they obtained no knowledge, except as specifically stated,
     of any Default;

          (c) promptly upon their becoming available, notices relating to the
     filing of all regular periodic reports which the Company shall have filed
     with the Securities and Exchange Commission (or any Governmental Authority
     substituted therefor) or any national securities exchange;

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

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                                      -47-


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

          (f) as soon as available and in any event within 100 days after the
     end of each fiscal year of each Approved Borrower, statements of earnings,
     cash flow and common shareholders' equity (if any) of such Approved
     Borrower for such year and the related balance sheet as at the end of such
     year, setting forth in each case in comparative form the corresponding
     figures for the preceding fiscal year, accompanied by a certificate of a
     senior financial officer of the Company, which certificate shall state that
     said financial statements fairly present the financial condition and
     results of operations of such Approved Borrower in accordance with
     generally accepted accounting principles, consistently applied, as at the
     end of, and for, such fiscal year; and

          (g) from time to time such other information regarding the business,
     affairs or financial condition of the Company or any of its Material
     Subsidiaries (including any Plan or Multiemployer Plan and any reports or
     other information required to be filed under ERISA) as the Administrative
     Agent may reasonably request (on its own behalf or on behalf of any
     Lender).

     The Company will furnish to the Administrative Agent, at the time it
furnishes each set of financial statements pursuant to paragraph (a) or (b)
above, a certificate of a senior financial officer of the Company (i) to the
effect that no Default has occurred and is continuing (or, if any Default has
occurred and is continuing, describing the same in reasonable detail and
describing the action that the Company has taken and proposes to take with
respect thereto) and (ii) setting forth in reasonable detail the computations
necessary to determine whether the Company is in compliance with Sections 6.08
and 6.09 as of the end of the respective quarterly fiscal period or fiscal year.

          SECTION 6.02. Litigation. The Company will promptly give to the
Administrative Agent (and upon receipt thereof the Administrative Agent shall
promptly give to the Lenders) notice of all legal or arbitral proceedings, and
of all proceedings by or before any governmental or regulatory authority or
agency, and any material development in respect of such legal or other
proceedings, affecting the Company or any of its Material Subsidiaries, except
any proceeding which, if adversely determined, would not have a Material Adverse
Effect.

          SECTION 6.03. Corporate Existence, Etc. The Company will, and will
cause each of its Material Subsidiaries to: preserve and maintain its legal
existence and all of its material rights, privileges and franchises (provided
that nothing in this Section shall prohibit any transaction expressly permitted
under Section 6.06); comply with the requirements of all applicable laws, rules,
regulations and orders of any Governmental Authority if failure to comply with
such requirements (i) will in the opinion of the General Counsel of the Company
result in imposition of liability or assessment against (including seizure of)
property in an aggregate amount (as to all such failures to comply) exceeding
10% of Consolidated Net Worth or

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                                      -48-


(ii) could in the aggregate (as to all such failures to comply) reduce by more
than 25% the annual tonnage capacity of the paper processing operations of the
Company and its Consolidated Subsidiaries; pay and discharge all taxes,
assessments and governmental charges or levies imposed on it or on its income or
profits or on any of its property prior to the date on which penalties attach
thereto, except for any such tax, assessment, charge or levy the payment of
which is being contested in good faith and by proper proceedings and against
which adequate reserves are being maintained; maintain all of its properties
used or useful in its business in good working order and condition, ordinary
wear and tear excepted; provided, however, that the Company or any Subsidiary of
the Company may discontinue the maintenance of a property if such discontinuance
is, in the opinion of the Company, desirable in the conduct of its business and
is not likely to have a Material Adverse Effect; and upon reasonable advance
notice, permit representatives of any Lender or the Administrative Agent, during
normal business hours, to examine, copy and make extracts from its books and
records, to inspect its properties, and to discuss its business and affairs with
its officers, all to the extent reasonably requested by such Lender or the
Administrative Agent.

          SECTION 6.04. Insurance. The Company will maintain, and will cause
each of its Subsidiaries to maintain, insurance underwritten by financially
sound and reputable insurers, or self insurance (in accordance with normal
industry practice) in such amounts and against such risks as ordinarily is
carried or maintained by owners of like businesses and properties in similar
circumstances.

          SECTION 6.05. Use of Proceeds. The Company will, and will cause each
Approved Borrower to, use the proceeds of the Loans made to it hereunder solely
for its general corporate purposes (in compliance with all applicable legal and
regulatory requirements), including acquisition financing and commercial paper
liquidity; provided that neither the Administrative Agent nor any Lender shall
have any responsibility as to the use of any of such proceeds.

          Part B. Negative Covenants.

          SECTION 6.06. Prohibition of Fundamental Changes. The Company will
not, nor will it permit any of its Material Subsidiaries to, enter into any
transaction of merger or consolidation or amalgamation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution). The Company will
not, and will not permit any of its Material Subsidiaries to, convey, sell,
lease, transfer or otherwise dispose of, in one transaction or a series of
transactions, all or a substantial part of its business or assets, whether now
owned or hereafter acquired (excluding any inventory or other assets sold or
disposed of in the ordinary course of business). Notwithstanding the foregoing
provisions of this Section:

          (a) any Subsidiary of the Company may be merged or consolidated with
     or into: (i) the Company if the Company shall be the continuing or
     surviving corporation or (ii) any other Subsidiary; provided that if any
     such transaction shall be between a Subsidiary and a Wholly Owned
     Subsidiary, the Wholly Owned Subsidiary shall be the continuing or
     surviving corporation;

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                                      -49-


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

          (c) the Company or any Subsidiary of the Company may merge or
     consolidate with any other Person if (i) in the case of a merger or
     consolidation of the Company, any successor entity (if other than Company)
     assumes, in a manner satisfactory to the Administrative Agent, all of the
     Company's obligations under this Agreement (and, in that connection,
     delivers to the Administrative Agent such evidence of corporate
     authorization and opinions of counsel as are consistent with those
     delivered by the Company pursuant to Section 5.01 on the Effective Date and
     are reasonably requested by the Administrative Agent) and, in the case of a
     merger or consolidation of any Subsidiary, the surviving corporation is a
     Wholly Owned Subsidiary of the Company and (ii) after giving effect thereto
     no Default would exist hereunder; and

          (d) in addition to the dispositions permitted pursuant to clauses (a)
     through (c) of this Section, the Company or any Subsidiary of the Company
     may sell or otherwise dispose of assets (including by merger or
     consolidation) if, after giving effect to any such sale or disposition, the
     book value of such assets, together with the aggregate book value of the
     assets so sold or disposed of since December 31, 2003, does not exceed 20%
     of Total Assets at December 31, 2003.

          SECTION 6.07. Limitation on Liens. The Company will not, nor will it
permit any of its Material Subsidiaries to, create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except:

          (a) Liens imposed by any Governmental Authority for taxes, assessments
     or charges not yet due or which are being contested in good faith and by
     appropriate proceedings if, unless the amount thereof is not material with
     respect to it or its financial condition, adequate reserves with respect
     thereto are maintained on the books of the Company or any of its Material
     Subsidiaries, as the case may be, in accordance with GAAP;

          (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's
     or other like Liens arising in the ordinary course of business which are
     not overdue for a period of more than 30 days or which are being contested
     in good faith and by appropriate proceedings;

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

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

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          (e) easements, rights-of-way, restrictions and other similar
     encumbrances incurred in the ordinary course of business and encumbrances
     consisting of zoning restrictions, easements, licenses, restrictions on the
     use of property or minor imperfections in title thereto which, in the
     aggregate, are not material in amount, and which do not in any case
     materially detract from the value of the property subject thereto or
     interfere with the ordinary conduct of the business of the Company or any
     of its Material Subsidiaries;

          (f) Liens on assets of Persons that become Subsidiaries of the Company
     after the date of this Agreement, provided that such Liens are in existence
     at the time the respective Persons become Subsidiaries of the Company and
     were not created in anticipation thereof;

          (g) Liens upon real and/or tangible personal property acquired after
     the date hereof (by purchase, construction or otherwise) by the Company or
     any of its Material Subsidiaries, each of which Liens either (A) existed on
     such property before the time of its acquisition and was not created in
     anticipation thereof, or (B) was created solely for the purpose of securing
     Indebtedness representing, or incurred to finance, refinance or refund, the
     cost (including the cost of construction) of the respective property;
     provided in the case of clause (B) that such Lien attaches to such asset
     within 270 days after the acquisition or completion of construction and
     commencement of full operations thereof; provided further that no such Lien
     shall extend to or cover any property of the Company or such Material
     Subsidiary other than the respective property so acquired and improvements
     thereon; and provided further, that the principal amount of Indebtedness
     secured by any such Lien shall at no time exceed 95% of the fair market
     value (as determined in good faith by a senior financial officer of the
     Company) of the respective property at the time it was acquired (by
     purchase, construction or otherwise);

          (h) Liens on assets consisting of a capital project and rights related
     thereto ("Project Assets") securing Indebtedness incurred to finance the
     acquisition, construction or development of such Project Assets; provided
     that (x) such Indebtedness is non-recourse to any other assets; (y) the
     aggregate principal amount of Indebtedness secured by Liens permitted by
     this paragraph (h) may at no time exceed $200,000,000 and (z) such Liens
     attach to such Project Assets within two years after the initial
     acquisition or completion of construction or development of such Project
     Assets;

          (i) Liens upon real and/or personal property of the Company or any
     Material Subsidiary of the Company in favor of the United States of America
     or any State thereof, any department, agency or instrumentality or
     political subdivision of the United States or any State thereof, or any
     bonding authority (including any authority established for the issuance of
     industrial revenue bonds or similar instruments) to secure partial,
     progress, or advance or other payments pursuant to any contract or statute
     or to secure Indebtedness (including, but not limited to, industrial
     revenue bonds and similar instruments) incurred for the purpose of
     refinancing all or any part of the purchase price or cost of constructing
     or improving such property;

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          (j) Liens on (i) accounts receivable and related contract rights,
     letters of credit, accounts and similar assets arising in connection with
     any securitization transaction, and (ii) promissory notes, regulatory and
     any other related assets in connection with any financing transaction, in
     each case whether denominated as sales or borrowings;

          (k) Liens granted to provide security in substitution for collateral
     presently securing existing Indebtedness, so long as such substitute
     collateral does not cover any property other than the property securing
     such existing Indebtedness;

          (l) Liens securing judgments up to $200,000,000 for the payment of
     money in an amount not resulting (whether immediately or with the passage
     of time) in an Event of Default under subsection (h) of Article VII;

          (m) Liens in existence on the date hereof and listed on Schedule V;

          (n) additional Liens upon property, assets or revenues created after
     the date hereof, provided that the aggregate outstanding Indebtedness
     secured thereby and incurred on and after the date hereof shall not at any
     time exceed 10% of Tangible Assets; and

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

and provided further that the sale, mortgage or other transfer of timber in
connection with an arrangement under which the Company or any of its
Subsidiaries is obligated to cut such timber (or any portion thereof) in order
to provide the transferee with a specified amount of money (however determined)
shall not be deemed to create Indebtedness secured by a Lien hereunder.

          SECTION 6.08. Total Debt to Total Capital Ratio. The Company will not
at any time permit the ratio of Total Debt to Total Capital to exceed 0.60 to 1.

          SECTION 6.09. Minimum Consolidated Net Worth. The Company will not at
any time permit Consolidated Net Worth to be less than $9,000,000,000.

                                   ARTICLE VII

                                EVENTS OF DEFAULT

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

          (a) Any Borrower shall default in the payment when due of any
     principal of any Loan; or any Borrower shall default in the payment when
     due of any interest on any Loan or any other amount payable by it hereunder
     and such default shall continue unremedied for five or more Business Days;
     or

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          (b) Any event specified in any note, agreement, indenture or other
     document evidencing or relating to any Indebtedness (other than (i)
     Indebtedness hereunder, (ii) Project Indebtedness, or (iii) Indebtedness
     owed by any Material Subsidiary to the Company) of the Company or any of
     its Material Subsidiaries aggregating $200,000,000 or more shall occur if
     the effect of such event is to cause, or (with the giving of any notice or
     the lapse of time or both) to permit the holder or holders of such
     Indebtedness (or a trustee or agent on behalf of such holder or holders) to
     cause, such Indebtedness to become due, or to be prepaid in full (whether
     by redemption, purchase or otherwise), prior to its stated maturity; or

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

          (d) The Company shall default in the performance of any of its
     obligations under any of Sections 6.06, 6.07, 6.08 or 6.09; or any Obligor
     shall default in the performance of any of its other obligations in this
     Agreement and such default shall continue unremedied for a period of thirty
     days after notice thereof to such Obligor (through notification to the
     Company) by the Administrative Agent or any Lender (through the
     Administrative Agent); or

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

          (f) The Company or any of its Material Subsidiaries shall (i) apply
     for or consent to the appointment of, or the taking of possession by, a
     receiver, custodian, trustee or liquidator of itself or of all or a
     substantial part of its property, (ii) make a general assignment for the
     benefit of its creditors, (iii) commence a voluntary case under the
     Bankruptcy Code (as now or hereafter in effect), (iv) file a petition
     seeking to take advantage of any other law relating to bankruptcy,
     insolvency, reorganization, winding-up, or composition or readjustment of
     debts, (v) fail to controvert in a timely and appropriate manner, or
     acquiesce in writing to, any petition filed against it in an involuntary
     case under the Bankruptcy Code, or (vi) take any corporate action for the
     purpose of effecting any of the foregoing; or

          (g) A proceeding or case shall be commenced, without the application
     or consent of the Company or any of its Material Subsidiaries, in any court
     of competent jurisdiction, seeking (i) its liquidation, reorganization,
     dissolution or winding-up, or the composition or readjustment of its debts,
     (ii) the appointment of a trustee, receiver, custodian, liquidator or the
     like of the Company or such Material Subsidiary or of all or any
     substantial part of its assets, or (iii) similar relief in respect of the
     Company or such Material Subsidiary under any law relating to bankruptcy,
     insolvency, reorganization, winding-up, or composition or adjustment of
     debts, and such proceeding or case shall

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     continue undismissed, or an order, judgment or decree approving or ordering
     any of the foregoing shall be entered and continue unstayed and in effect,
     for a period of 90 or more days; or an order for relief against the Company
     or such Material Subsidiary shall be entered in an involuntary case under
     the Bankruptcy Code; or

          (h) A final judgment or judgments for the payment of money in excess
     of $200,000,000 in the aggregate shall be rendered by a court or courts
     against the Company and/or any of its Material Subsidiaries and the same
     shall not be discharged (or provision shall not be made for such
     discharge), or a stay of execution thereof shall not be procured, within 30
     days from the date of entry thereof and the Company or the relevant
     Material Subsidiary shall not, within said period of 30 days, or such
     longer period during which execution of the same shall have been stayed,
     appeal therefrom and cause the execution thereof to be stayed during such
     appeal; or

          (i) An event or condition shall occur or exist with respect to any
     Plan or Multiemployer Plan and, as a result of such event or condition,
     together with all other such events or conditions, the Company or any ERISA
     Affiliate shall be reasonably likely in the opinion of the General Counsel
     of the Company to incur a liability to a Plan, a Multiemployer Plan or PBGC
     (or any combination of the foregoing) which is in excess of 10% of
     Consolidated Net Worth; or

          (j) Any person or group of persons (within the meaning of Section 13
     or 14 of the Securities Exchange Act of 1934, as amended, it being agreed
     that an employee of the Company or any Consolidated Subsidiary for whom
     shares are held under an employee stock ownership, employee retirement,
     employee savings or similar plan and whose shares are voted in accordance
     with the instructions of such employee shall not be a member of a group of
     persons within the meaning of said Section 13 or 14 solely because such
     employee's shares are held by a trustee under said plan) shall acquire,
     directly or indirectly, beneficial ownership (within the meaning of Rule
     13d-3 promulgated by the SEC under said Act, as amended) of 20% or more of
     the outstanding shares of stock of the Company having by the terms thereof
     ordinary voting power to elect (whether immediately or ultimately) a
     majority of the board of directors of the Company (irrespective of whether
     or not at the time stock of any other class or classes of stock of the
     Company shall have or might have voting power by reason of the happening of
     any contingency); or

          (k) During any period of 24 consecutive calendar months, a majority of
     the Board of Directors of the Company shall no longer be composed of
     individuals (i) who were members of said Board on the first day of such
     period or (ii) whose election or nomination to said Board was approved by
     individuals referred to in clause (i) above constituting at the time of
     such election or nomination at least a majority of said Board;

THEREUPON: (1) in the case of an Event of Default other than one referred to in
clause (f) or (g) of this Article VII with respect to any Obligor, (a) the
Administrative Agent may and, upon request of Lenders having Revolving Credit
Exposures and unused Commitments representing

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                                      -54-


more than 50% of the sum of the total Revolving Credit Exposures and unused
Commitments at such time, shall, by notice to the Company, cancel the
Commitments and they shall thereupon terminate, and (b) the Administrative Agent
may and, upon request of Lenders holding more than 50% of the aggregate unpaid
principal amount of the Loans (including Competitive Loans) shall, by notice to
the Company, declare the principal amount then outstanding of, and the accrued
interest on, the Loans and all other amounts payable by the Obligors hereunder
(including any amounts payable under Section 2.14) to be forthwith due and
payable, whereupon such amounts shall be immediately due and payable without
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by each Obligor; and (2) in the case of the occurrence
of an Event of Default referred to in clause (f) or (g) of this Article VII with
respect to any Obligor, the Commitments shall automatically be canceled and the
principal amount then outstanding of, and the accrued interest on, the Loans and
all other amounts payable by the Obligors hereunder (including any amounts
payable under Section 2.14) shall automatically become immediately due and
payable without presentment, demand, protest or other formalities of any kind,
all of which are hereby expressly waived by each Obligor.

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

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

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

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders, and (c) except as
expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to the Company or any of its Subsidiaries that is communicated to or
obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders or
in the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall be deemed not to have

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knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by the Company or a Lender, and the Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with this
Agreement, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness or genuineness of
this Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article V or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

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

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

          The Administrative Agent may resign at any time by notifying the
Lenders and the Company. Upon any such resignation, the Required Lenders shall
have the right, in consultation with the Company, to appoint a successor. If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent's
resignation shall nonetheless become effective and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and (2) the Required Lenders shall perform the duties of the
Administrative Agent (and all payments and communications provided to be made
by, to or through the Administrative Agent shall instead be made by or to each
Lender directly) until such time as the Required Lenders appoint a successor
agent as provided for above in this paragraph. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring (or retired) Administrative Agent and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder (if not already discharged therefrom as provided above in this
paragraph). The fees

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payable by the Company to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Company and
such successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article VIII and Section 9.03 shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it while
it was acting as Administrative Agent.

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

                                   ARTICLE IX

                                  MISCELLANEOUS

          SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

          (a) if to the Company, to it at Office of the Controller,
     International Paper Company, 400 Atlantic Street, Stamford, Connecticut
     06921 (Telecopy No. (203) 541-8273; Telephone No. (203) 541-8275); with a
     copy to the Office of the General Counsel, International Paper, 400
     Atlantic Street, Stamford, Connecticut 06921, (Telecopy No. (203) 541-8222;
     Telephone No. (203) 541-8526);

          (b) if to the Administrative Agent, to JPMCB, Loan and Agency Services
     - Texas, 1111 Fannin 10th Floor, Houston, Texas 77002, Attention of Carla
     M. Kinney (Telecopy No. (713) 750-2223 and Telephone No. (713) 302-5891)
     and Melissa A. Rivas (Telecopy No. (713) 750-2223 and Telephone No. (713)
     750-3570); and

          (c) if to a Lender, to it at its address (or telecopy number) set
     forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto (or, in the case
of any such change by a Lender, by notice to the Company and the Administrative
Agent). All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt. Each Approved Borrower hereby agrees that any
notice or other communication provided for herein to be given by or to

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such Approved Borrower may be given by or to the Company on behalf of such
Approved Borrower in the manner specified above and neither the Administrative
Agent nor any Lender shall be required to accept as effective any notice or
other communication purporting to have been issued directly by an Approved
Borrower (and not by the Company on behalf of such Approved Borrower).

          SECTION 9.02. Waivers; Amendments.

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

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

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

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

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

          (iv) alter the manner in which payments or prepayments of principal,
     interest or other amounts hereunder, or reductions of commitments, shall be
     applied as among the Lenders or Types or Classes of Loans, without the
     written consent of each Lender,

          (v) change any of the provisions of this Section or the percentage in
     the definition of the term "Required Lenders" or any other provision hereof
     specifying the number or percentage of Lenders required to waive, amend or
     modify any rights hereunder or make

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     any determination or grant any consent hereunder or release the Guarantor's
     obligations in respect of any Approved Borrower, without the written
     consent of each Lender, or

          (vi) require any Lender to make a Syndicated Loan if the amount of
     such Syndicated Loan would exceed such Lender's ratable share (determined
     in accordance with the respective Commitments of the Lenders) of the
     Syndicated Loans being concurrently requested to be made by the other
     Lenders, without the written consent of such Lender;

and provided further that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent hereunder without the
prior written consent of the Administrative Agent.

          SECTION 9.03. Expenses; Indemnity; Damage Waiver.

          (a) Costs and Expenses. The Company shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of this
Agreement or any amendments, modifications or waivers of the provisions hereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) all out-of-pocket expenses incurred by the Administrative
Agent or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent, or any Lender, in connection with the
enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made
hereunder, including in connection with any workout, restructuring or
negotiations in respect thereof.

          (b) Indemnification by the Company. The Company shall indemnify the
Administrative Agent and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an "Indemnitee") against, and
to hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the transactions contemplated
hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or
alleged presence or release of hazardous materials on or from any property owned
or operated by the Company or any of its Subsidiaries, or any environmental
liability related in any way to the Company or any of its Subsidiaries, or (iv)
any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses have resulted
from the gross negligence or willful misconduct of such Indemnitee.

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

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

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

          SECTION 9.04. Successors and Assigns.

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

          (b) Assignments by Lenders.

          (i) Subject to the conditions set forth in paragraph (b)(ii) below,
any Lender may assign to one or more assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it) with the prior consent (such
consent not to be unreasonably withheld) of the Company and the Administrative
Agent, provided that (x) no such consent shall be required for an assignment of
a Commitment by a Lender to an assignee that was a Lender, an Affiliate of a
Lender or an Approved Fund, prior to the completion of such assignment and (y)
no such consent of the Company shall be required for an assignment to any
assignee, if an Event of Default under clause (a), (f) or (g) of Article VII has
occurred and is continuing.

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                                      -60-


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

          (A) except in the case of an assignment to a Lender or an Affiliate
     (or Approved Fund) of a Lender or an assignment of the entire remaining
     amount of the assigning Lender's Commitment or Loans of any Class, the
     amount of the Commitment or Loans of the assigning Lender subject to each
     such assignment (determined as of the date the Assignment and Assumption
     with respect to such assignment is delivered to the Administrative Agent)
     shall not be less than $10,000,000 unless each of the Company and the
     Administrative Agent otherwise consent,

          (B) each partial assignment shall be made as an assignment of a
     proportionate part of all the assigning Lender's rights and obligations
     under this Agreement, provided that this clause shall not be construed to
     prohibit the assignment of a proportionate part of all the assigning
     Lender's rights and obligations in respect of one Class of Commitments or
     Loans,

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

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

          (iii) Subject to acceptance and recording pursuant to paragraph (iv)
of this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
2.13, 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
paragraph (b) shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.

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

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                                      -61-


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

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

          (c) Participations.

          (i) Any Lender may, without the consent of the Company, the
Administrative Agent or the Issuing Lender, sell participations to one or more
banks or other entities (a "Participant") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (A) such Lender's
obligations under this Agreement shall remain unchanged, (B) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Obligors, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this
Section, the Company agrees that each Participant shall be entitled to the
benefits of Sections 2.13, 2.14, 2.15 and 2.16 to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to paragraph (b)
of this Section.

          (ii) A Participant shall not be entitled to receive any greater
payment under Section 2.13, 2.15 or 2.16 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Company's prior consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.15 unless
the Company is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Obligors, to comply with Section
2.15(e) as though it were a Lender.

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

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pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such assignee for such Lender as a
party hereto.

          SECTION 9.05. Survival. All covenants, agreements, representations and
warranties made by any Obligor herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any
Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.13, 2.14, 2.15, 2.16 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Commitments or the termination of this Agreement or any
provision hereof.

          SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract between and among the parties relating to
the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 5.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
to this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

          SECTION 9.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or the account of any Obligor against any of and all the
obligations of such Obligor now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although

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                                      -63-


such obligations may be unmatured. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

          SECTION 9.09. Governing Law; Jurisdiction; Etc.

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

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

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

          (d) Service of Process. Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in Section
9.01 (and for such purpose, each Approved Borrower hereby irrevocably appoints
the Company as its authorized agent to accept such service of process in New
York with respect to this Agreement and its Designation Letter). Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

          SECTION 9.10. Waiver Of Jury Trial. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK

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                                      -64-


TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 9.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

          SECTION 9.12. Treatment of Certain Information; Confidentiality.

          (a) Treatment of Certain Information. Each Obligor acknowledges that
from time to time financial advisory, investment banking and other services may
be offered or provided to the Company or one or more of its Subsidiaries (in
connection with this Agreement or otherwise) by any Lender or by one or more
subsidiaries or affiliates of such Lender and each Obligor hereby authorizes
each Lender to share any information delivered to such Lender by the Company and
its Subsidiaries pursuant to this Agreement, or in connection with the decision
of such Lender to enter into this Agreement, to any such subsidiary or
affiliate, it being understood that any such subsidiary or affiliate receiving
such information shall be bound by the provisions of paragraph (b) of this
Section as if it were a Lender hereunder. Such authorization shall survive the
repayment of the Loans, the expiration or termination of the Commitments or the
termination of this Agreement or any provision hereof.

          (b) Confidentiality. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (i) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (ii) to the extent requested
by any regulatory authority, (iii) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (iv) to any other party
to this Agreement, (v) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (vi) subject to an agreement containing provisions
substantially the same as those of this paragraph, to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (vii) with the consent of the
Company or (viii) to the extent such Information (A) becomes publicly available
other than as a result of a breach of this paragraph or (B) becomes available to
the Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Company. For the purposes of this paragraph, "Information" means
all information received from any Obligor relating to the Company or any of its
Subsidiaries (or their business), other than any such information that is
available to the Administrative Agent or any Lender on a nonconfidential basis
prior to disclosure by such Obligor; provided that, in the case of information
received from an Obligor after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation

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                                      -65-


to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

          SECTION 9.13. European Monetary Union.

          (a) Definitions. As used herein, the following terms shall have the
following meanings:

          "EMU" means economic and monetary union as contemplated in the Treaty
     on European Union.

          "EMU Legislation" means legislative measures of the European Council
     for the introduction of, changeover to or operation of a single or unified
     European currency (whether known as the euro or otherwise), being in part
     the implementation of the third stage of EMU.

          "Euros" means the single currency of Participating Member States of
     the European Union, which shall be an Agreed Foreign Currency and a Foreign
     Currency under this Agreement.

          "National Currency" means the Currency, other than the Euro, of a
     Participating Member State.

          "Participating Member State" means each state so described in any EMU
     Legislation.

          "Target Operating Day" means any day that is not (i) a Saturday or
     Sunday, (ii) Christmas Day or New Year's Day or (iii) any other day on
     which the Trans-European Real-time Gross Settlement Operating System (or
     any successor settlement system) is not operating (as determined by the
     Administrative Agent).

          "Treaty on European Union" means the Treaty of Rome of March 25, 1957,
     as amended by the Single European Act 1986 and the Maastricht Treaty (which
     was signed at Maastricht on February 7, 1992, and came into force on
     November 1, 1993), as amended from time to time.

          (b) Effectiveness of Provisions. The provisions of paragraphs (c)
through (h) of this Section shall be effective on the date hereof, provided
that, if and to the extent that any such provision relates to any state (or the
Currency of such state) that is not a Participating Member State on the date
hereof, such provision shall become effective in relation to such state (and
such Currency) at and from the date on which such state becomes a Participating
Member State.

          (c) Redenomination and Alternative Currencies. Each obligation under
this Agreement of a party to this Agreement which has been denominated in the
National Currency of a state that is not a Participating Member State on the
date hereof shall, effective upon the date on which such state becomes a
Participating Member State, be redenominated in Euros in

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                                      -66-


accordance with EMU Legislation; provided that, if and to the extent that any
EMU Legislation provides that an amount denominated either in Euros or in the
National Currency of a Participating Member State and payable within the
Participating Member State by crediting an account of the creditor can be paid
by the debtor either in Euros or in such National Currency, any party to this
Agreement shall be entitled to pay or repay any such amount either in Euros or
in such National Currency.

          (d) Payments by the Administrative Agent Generally. With respect to
the payment of any amount denominated in Euros or in a National Currency, the
Administrative Agent shall not be liable to any Borrower or any of the Lenders
in any way whatsoever for any delay, or the consequences of any delay, in the
crediting to any account of any amount required by this Agreement to be paid by
the Administrative Agent if the Administrative Agent shall have taken all
relevant steps to achieve, on the date required by this Agreement, the payment
of such amount in immediately available, freely transferable, cleared funds (in
Euros or in such National Currency, as the case may be) to the account of any
Lender in the Principal Financial Center in the Participating Member State which
such Borrower or such Lender, as the case may be, shall have specified for such
purpose. For the purposes of this paragraph, "all relevant steps" means all such
steps as may be prescribed from time to time by the regulations or operating
procedures of such clearing or settlement system as the Administrative Agent may
from time to time determine for the purpose of clearing or settling payments in
Euros or such National Currency.

          (e) Certain Rate Determinations. For the purposes of determining the
date on which the Eurocurrency Rate is determined under this Agreement for the
Interest Period for any Borrowing denominated in Euros (or in any National
Currency), references in this Agreement to Business Days shall be deemed to be
references to Target Operating Days. In addition, if the Administrative Agent
determines, with respect to the Interest Period for any Borrowing denominated in
a National Currency, that there is no IBOR displayed on the Screen for deposits
denominated in such National Currency, the Eurocurrency Rate for such Interest
Period shall be based upon IBOR displayed on the Screen for the offering of
deposits denominated in Euros.

          (f) Basis of Accrual. If the basis of accrual of interest or fees
expressed in this Agreement with respect to the Currency of any state that
becomes a Participating Member State shall be inconsistent with any convention
or practice in the interbank market for the basis of accrual of interest or fees
in respect of the Euro, such convention or practice shall replace such expressed
basis effective as of and from the date on which such state becomes a
Participating Member State; provided that, with respect to any Borrowing
denominated in such Currency that is outstanding immediately prior to such date,
such replacement shall take effect at the end of the Interest Period therefor.

          (g) Rounding. Without prejudice and in addition to any method of
conversion or rounding prescribed by the EMU Legislation, each reference in this
Agreement to a minimum amount, or to a multiple of a specified amount, in a
National Currency to be paid to or by the Administrative Agent shall be replaced
by a reference to such reasonably comparable and convenient amount, or to a
multiple of such reasonably comparable and convenient amount, in Euros as the
Administrative Agent may from time to time reasonably specify.

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          (h) Other Consequential Changes. Without prejudice to the respective
liabilities of any Borrower to the Lenders and the Lenders to any Borrower under
or pursuant to this Agreement, except as expressly provided in this Section,
each provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time reasonably
specify to be necessary or appropriate to reflect the introduction of or
changeover to the Euro in Participating Member States.

          SECTION 9.14. Judgment Currency. This is an international loan
transaction in which the specification of Dollars or any Foreign Currency, as
the case may be (the "Specified Currency"), and payment in New York City or the
country of the Specified Currency, as the case may be (the "Specified Place"),
is of the essence, and the Specified Currency shall be the currency of account
in all events relating to Loans denominated in the Specified Currency. The
payment obligations of the Obligors under this Agreement shall not be discharged
or satisfied by an amount paid in another currency or in another place, whether
pursuant to a judgment or otherwise, to the extent that the amount so paid on
conversion to the Specified Currency and transfer to the Specified Place under
normal banking procedures does not yield the amount of the Specified Currency at
the Specified Place due hereunder. If for the purpose of obtaining judgment in
any court it is necessary to convert a sum due hereunder in the Specified
Currency into another currency (the "Second Currency"), the rate of exchange
that shall be applied shall be the rate at which in accordance with normal
banking procedures the Administrative Agent could purchase the Specified
Currency with the Second Currency on the Business Day next preceding the day on
which such judgment is rendered. The obligation of any Borrower in respect of
any such sum due from it to the Administrative Agent or any Lender hereunder (in
this Section called an "Entitled Person") shall, notwithstanding the rate of
exchange actually applied in rendering such judgment, be discharged only to the
extent that on the Business Day following receipt by such Entitled Person of any
sum adjudged to be due hereunder in the Second Currency such Entitled Person may
in accordance with normal banking procedures purchase and transfer to the
Specified Place the Specified Currency with the amount of the Second Currency so
adjudged to be due; and such Obligor hereby, as a separate obligation and
notwithstanding any such judgment, agrees to indemnify such Entitled Person
against, and to pay such Entitled Person on demand, in the Specified Currency,
the amount (if any) by which the sum originally due to such Entitled Person in
the Specified Currency hereunder exceeds the amount of the Specified Currency so
purchased and transferred.

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                                      -68-


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

                                        INTERNATIONAL PAPER COMPANY


                                        By: /s/ Rosemarie Loffredo
                                            ------------------------------------
                                            Name: Rosemarie Loffredo
                                            Title: Vice President - Treasury

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                                      -69-


                                        LENDERS

                                        JPMORGAN CHASE BANK,
                                        individually and as Administrative Agent


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


                                        BANK OF AMERICA, N.A.


                                        By: /s/ Thomas R. Sullivan
                                            ------------------------------------
                                            Name: Thomas R. Sullivan
                                            Title: Vice President


                                        BNP PARIBAS


                                        By: /s/ Christopher Criswell
                                            ------------------------------------
                                            Name: CHRISTOPHER CRISWELL
                                            Title: Managing Director


                                        By: /s/ Richard Pace
                                            ------------------------------------
                                            Name: RICHARD PACE
                                            Title: Managing Director


                                        CITIBANK, NA


                                        By: /s/ George E. Van
                                            ------------------------------------
                                            Name: George E. Van
                                            Title: Managing Director
                                                   2120160737


                                        DEUTSCHE BANK AG, NEW YORK BRANCH


                                        By: /s/ Christian Dallwitz
                                            ------------------------------------
                                            Name: Christian Dallwitz
                                            Title: Director


                                        By: /s/ Michael Dietz
                                            ------------------------------------
                                            Name: Michael Dietz
                                            Title: Director


                                        ABN AMRO BANK N.V.


                                        By: /s/ Eric Oppenheimer
                                            ------------------------------------
                                            Name: Eric Oppenheimer
                                            Title: Vice President


                                        By: /s/ Michele Costello
                                            ------------------------------------
                                            Name: Michele Costello
                                            Title: Assistant Vice President

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                                    -70-



                                        BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                                        By: /s/ Cynthia Rietscha
                                            ------------------------------------
                                            Name: Cynthia Rietscha
                                            Title: Vice President


                                        CREDIT SUISSE FIRST BOSTON
                                        acting through its Cayman Islands Branch


                                        By: /s/ Jay Chall
                                            ------------------------------------
                                            Name: Jay Chall
                                            Title: Director


                                        By: /s/ Jennifer A. Pieza
                                            ------------------------------------
                                            Name: Jennifer A. Pieza
                                            Title: Associate


                                        MORGAN STANLEY BANK


                                        By: /s/ Daniel Twenge
                                            ------------------------------------
                                            Name: Daniel Twenge
                                            Title: Vice President
                                                   Morgan Stanley Bank


                                        UBS LOAN FINANCE LLC


                                        By: /s/ Joselin Fernandes
                                            ------------------------------------
                                            Name: Joselin Fernandes
                                            Title: Associate Director
                                                   Banking Products
                                                   Services, US


                                        By: /s/ Salloz Sikka
                                            ------------------------------------
                                            Name: Salloz Sikka
                                            Title: Associate Director
                                                   Banking Products
                                                   Services, US


                                        BANK ONE, NA


                                        By: /s/ Karen C. Ryan
                                            ------------------------------------
                                            Name: Karen C. Ryan
                                            Title: Director

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                                      -71-


                                        BANK OF MONTREAL


                                        By: /s/ Isabella Battista
                                            ------------------------------------
                                            Name: Isabella Battista
                                            Title: Vice President


                                        BARCLAYS BANK PLC


                                        By: /s/ John Giannone
                                            ------------------------------------
                                            Name: John Giannone
                                            Title: Director


                                        COMMERZBANK AG, NEW YORK AND
                                        GRAND CAYMAN BRANCHES


                                        By: /s/ Robert S. Taylor, Jr
                                            ------------------------------------
                                            Name: ROBERT S. TAYLOR, JR
                                            Title: Senior Vice President


                                        By: /s/ Carl Kemmerer
                                            ------------------------------------
                                            Name: Carl Kemmerer
                                            Title: Assistant Vice President


                                        ING CAPITAL LLC


                                        By: /s/ John Kippax
                                            ------------------------------------
                                            Name: John Kippax
                                            Title: Managing Director


                                        LEHMAN BROTHERS BANK, FSB


                                        By: /s/ Gary T. Taylor
                                            ------------------------------------
                                            Name: Gary T. Taylor
                                            Title: Vice President


                                        MERRILL LYNCH BANK USA


                                        By: /s/ Louis Alder
                                            ------------------------------------
                                            Name: Louis Alder
                                            Title: Director

                             5-Year Credit Agreement




<PAGE>

                                      -72-


                                        MIZUHO CORPORATE BANK, LTD.


                                        By: /s/ Greg Botshon
                                            ------------------------------------
                                            Name: Greg Botshon
                                            Title: SVP & Teamleader


                                        PNC BANK NATIONAL ASSOCIATION


                                        By: /s/ Donald V. Davis
                                            ------------------------------------
                                            Name: Donald V. Davis
                                            Title: Managing Director


                                        SUMITOMO MITSUI BANKING CORPORATION


                                        By: /s/ Peter R.C. Knight
                                            ------------------------------------
                                            Name: Peter R.C. Knight
                                            Title: Joint General Manager


                                        SUNTRUST BANK


                                        By: /s/ Kelly Hunter
                                            ------------------------------------
                                            Name: Kelly Hunter
                                            Title: VP


                                        THE BANK OF NEW YORK


                                        By: /s/ Joanna S. Bellocq
                                            ------------------------------------
                                            Name: Joanna S. Bellocq
                                            Title: Vice President


                                        FORTIS CAPITAL CORP.


                                        By: /s/ Kathleen Delathauwer
                                            ------------------------------------
                                            Name: Kathleen Delathauwer
                                            Title: S V P


                                        By: /s/ John W. Deegan
                                            ------------------------------------
                                            Name: John W. Deegan
                                            Title: Senior Vice President

                             5-Year Credit Agreement




<PAGE>

                                      -73-


                                        MELLON BANK, N.A.


                                        By: /s/ J. Wade Bell
                                            ------------------------------------
                                            Name: J. Wade Bell
                                            Title: Vice President


                                        SOCIETE GENERALE


                                        By: /s/ Ambrish D. Thanawala
                                            ------------------------------------
                                            Name: Ambrish D. Thanawala
                                            Title: Director


                                        UFJ BANK LIMITED


                                        By: /s/ Stephen C. Small
                                            ------------------------------------
                                            Name: Stephen C. Small
                                            Title: Senior Vice President


                                        SANPAOLOIMI S.P.A.


                                        By: /s/ Renato Carducci
                                            ------------------------------------
                                            Name: Renato Carducci
                                            Title: General Manager


                                        By: /s/ Robert Wurster
                                            ------------------------------------
                                            Name: Robert Wurster
                                            Title: Senior Vice President


                                        THE BANK OF NOVA SCOTIA


                                        By: /s/ Todd S. Meller
                                            ------------------------------------
                                            Name: TODD S. MELLER
                                            Title: MANAGING DIRECTOR


                                        UNICREDITO ITALIANO S.P.A.


                                        By: /s/ Gianni Franco Papa
                                            ------------------------------------
                                            Name: Gianni Franco Papa
                                            Title: SVP & General Manager


                                        By: /s/ Charles Michael
                                            ------------------------------------
                                            Name: Charles Michael
                                            Title: Vice President

                             5-Year Credit Agreement




<PAGE>

                                      -74-


                                        STATE STREET BANK & TRUST COMPANY


                                        By: /s/ Elizabeth Ryan-Catalano
                                            ------------------------------------
                                            Name: Elizabeth Ryan-Catalano
                                            Title: Assistant Vice President


                                        THE NORTHERN TRUST COMPANY


                                        By: /s/ Eric Dybing
                                            ------------------------------------
                                            Name: ERIC DYBING
                                            Title: SECOND VICE PRESIDENT
                                                   THE NORTHERN TRUST COMPANY

                             5-Year Credit Agreement




</TEXT>
</DOCUMENT>
