PACKAGING CORP OF AMERICA
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>

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                              AMENDED AND RESTATED
                                CREDIT AGREEMENT


                                      among


                        PACKAGING CORPORATION OF AMERICA,

                                VARIOUS LENDERS,

                           J.P. MORGAN SECURITIES INC.
                                       and
                         DEUTSCHE BANK SECURITIES INC.,
                  as CO-LEAD ARRANGERS and JOINT BOOK RUNNERS,


                         DEUTSCHE BANK SECURITIES INC.,
                              as SYNDICATION AGENT,

                       GOLDMAN SACHS CREDIT PARTNERS L.P.,
                             as DOCUMENTATION AGENT

                                       and

                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                             as ADMINISTRATIVE AGENT

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

                           Dated as of April 12, 1999
                  and Amended and Restated as of June 29, 2000

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

                                  $885,000,000

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<PAGE>

                  AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 12,
1999, and Amended and Restated as of June 29, 2000, among PACKAGING CORPORATION
OF AMERICA, a Delaware corporation (the "BORROWER"), the Lenders party hereto
from time to time, J.P. MORGAN SECURITIES INC. and DEUTSCHE BANK SECURITIES
INC., as Co-Lead Arrangers and Joint Book Runners (in such capacity, each a
"CO-LEAD ARRANGER" and, collectively, the "CO-LEAD ARRANGERS"), DEUTSCHE BANK
SECURITIES INC., as Syndication Agent (in such capacity, the "SYNDICATION
AGENT"), GOLDMAN SACHS CREDIT PARTNERS L.P., as Documentation Agent (in such
capacity, the "DOCUMENTATION AGENT") and MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT")
(all capitalized terms used herein and defined in Section 11 are used herein as
therein defined).


                              W I T N E S S E T H :


                  WHEREAS, the Borrower, the Existing Lenders, the Co-Lead
Arranger, the Syndication Agent and the Administrative Agent are parties to a
Credit Agreement, dated as of April 12, 1999 (as the same has been amended,
modified or supplemented to, but not including, the Restatement Effective Date,
the "EXISTING CREDIT AGREEMENT");

                  WHEREAS, the parties hereto wish to amend and restate the
Existing Credit Agreement in the form of this Agreement to make available to the
Borrower the respective facilities provided for herein;


                  NOW, THEREFORE, the parties hereto agree that the Existing
Credit Agreement shall be and is hereby amended and restated in its entirety as
follows:

                  SECTION 1. AMOUNT AND TERMS OF CREDIT.

                  1.01 THE COMMITMENTS. (a) Subject to and upon the terms and
conditions set forth herein, each Lender with a Tranche A Term Loan Commitment
severally agrees to make, on the Restatement Effective Date, a term loan (each,
a "TRANCHE A TERM LOAN" and, collectively, the "TRANCHE A TERM LOANS") to the
Borrower, which Tranche A Term Loans (i) except as hereafter provided, shall be
made and initially maintained as a single Borrowing of Base Rate Loans and after
the third Business Day following the Initial Borrowing Date, shall, at the
option of the Borrower, be maintained as, and/or converted into, Base Rate Loans
or Eurodollar Loans, PROVIDED that, except as otherwise specifically provided in
Section 1.10(b), all Tranche A Term Loans made as part of the same Borrowing
shall at all times consist of Tranche A Term Loans of the same Type and (ii)
shall be made by each Lender in that initial aggregate principal amount as is
equal to the Tranche A Term Loan Commitment of such Lender on such date (before
giving effect to any reductions thereto on such date pursuant to Section
3.03(b)(i) but after giving effect to any reductions thereto on or prior to such
date pursuant to Section 3.03(b)(ii)). Once repaid, Tranche A Term Loans
incurred hereunder may not be reborrowed.

                  (b) Subject to and upon the terms and conditions set forth
herein, each Lender with a Tranche B Term Loan Commitment severally agrees to
make, on the Restatement Effective

<PAGE>

Date, a term loan (each, a "TRANCHE B TERM LOAN" and, collectively, the "TRANCHE
B TERM LOANS") to the Borrower, which Tranche B Term Loans (i) except as
hereafter provided, shall be made and initially maintained as a single Borrowing
of Base Rate Loans and after the third Business Day following the Initial
Borrowing Date, shall, at the option of the Borrower, be maintained as, and/or
converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that, except as
otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans
made as part of the same Borrowing shall at all times consist of Tranche B Term
Loans of the same Type and (ii) shall be made by each Lender in that initial
aggregate principal amount as is equal to the Tranche B Term Loan Commitment of
such Lender on such date (before giving effect to any reductions thereto on such
date pursuant to Section 3.03(c)(i) but after giving effect to any reductions
thereto on or prior to such date pursuant to Section 3.03(c)(ii)). Once repaid,
Tranche B Term Loans incurred hereunder may not be reborrowed.

                  (c) Subject to and upon the terms and conditions set forth
herein, each Lender with a Revolving Loan Commitment severally agrees, at any
time and from time to time on and after the Restatement Effective Date and prior
to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans
(each, a "REVOLVING LOAN" and, collectively, the "REVOLVING LOANS") to the
Borrower, which Revolving Loans (i) except as hereafter provided, shall, at the
option of the Borrower, be incurred and maintained as, and/or converted into,
Base Rate Loans or Eurodollar Loans, PROVIDED that, except as otherwise
specifically provided in Section 1.10(b), all Revolving Loans made as part of
the same Borrowing shall at all times consist of Revolving Loans of the same
Type, (ii) may be repaid and reborrowed in accordance with the provisions
hereof, (iii) shall not exceed for any Lender at any time outstanding that
aggregate principal amount which, when added to the product of (x) such Lender's
Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of
Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the
proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) at such time and (II) the aggregate principal
amount of all Swingline Loans (exclusive of Swingline Loans which are repaid
with the proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) then outstanding, equals the Available Revolving
Loan Commitment of such Lender at such time and (iv) shall not exceed for all
Lenders at any time outstanding that aggregate principal amount which, when
added to (x) the amount of all Letter of Credit Outstandings (exclusive of
Unpaid Drawings which are repaid with the proceeds of, and simultaneously with
the incurrence of, the respective incurrence of Revolving Loans) at such time
and (y) the aggregate principal amount of all Swingline Loans (exclusive of
Swingline Loans which are repaid with the proceeds of, and simultaneously with
the incurrence of, the respective incurrence of Revolving Loans) then
outstanding, equals the Total Available Revolving Loan Commitment at such time.

                  (d) Subject to and upon the terms and conditions herein set
forth, the Swingline Lender in its individual capacity agrees to make at any
time and from time to time on and after the Restatement Effective Date and prior
to the Swingline Expiry Date, a revolving loan or revolving loans (each, a
"SWINGLINE LOAN" and, collectively, the "SWINGLINE LOANS") to the Borrower,
which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii)
may be repaid and reborrowed in accordance with the provisions hereof, (iii)
shall not exceed in aggregate principal amount at any time outstanding, when
added to (x) the aggregate principal amount of all Revolving Loans made by
Non-Defaulting Lenders then outstanding and (y) the Letter of Credit
Outstandings at such time, an amount equal to the Adjusted Total Available
Revolving Loan Commitment at such

                                       -2-

<PAGE>

time (after giving effect to any reductions to the Adjusted Total Available
Revolving Loan Commitment on such date), (iv) shall not exceed at any time
outstanding the Maximum Swingline Amount and (v) shall not be extended if the
Swingline Lender receives a written notice from the Administrative Agent or the
Required Lenders that has not been rescinded that there is a Default or an Event
of Default in existence hereunder.

                  (e) On any Business Day, the Swingline Lender may, in its sole
discretion, give notice to the other Lenders that its outstanding Swingline
Loans shall be funded with a Borrowing of Revolving Loans (PROVIDED that such
notice shall be deemed to have been automatically given upon the occurrence of a
Default or an Event of Default under Section 10.05 or upon the exercise of any
of the remedies provided in the last paragraph of Section 10), in which case a
Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing,
a "MANDATORY BORROWING") shall be made on the immediately succeeding Business
Day by all Lenders with a Revolving Loan Commitment (without giving effect to
any reductions thereto pursuant to the last paragraph of Section 10) PRO RATA
based on each Lender's Adjusted Percentage (determined before giving effect to
any termination of the Revolving Loan Commitments pursuant to the last paragraph
of Section 10) and the proceeds thereof shall be paid directly to the Swingline
Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each
such Lender hereby irrevocably agrees to make Revolving Loans upon one Business
Day's notice pursuant to each Mandatory Borrowing in the amount and in the
manner specified in the preceding sentence and on the date specified in writing
by the Swingline Lender notwithstanding (i) that the amount of the Mandatory
Borrowing may not comply with the minimum amount for Borrowings otherwise
required hereunder, (ii) whether any conditions specified in Section 6 are then
satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the
date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan
Commitment, the Total Available Revolving Loan Commitment, the Adjusted Total
Revolving Loan Commitment or the Adjusted Total Available Revolving Loan
Commitment at such time. In the event that any Mandatory Borrowing cannot for
any reason be made on the date otherwise required above (including, without
limitation, as a result of the commencement of a proceeding under the Bankruptcy
Code with respect to the Borrower), then each such Lender hereby agrees that it
shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise
have occurred, but adjusted for any payments received from the Borrower on or
after such date and prior to such purchase) from the Swingline Lender such
participations in the outstanding Swingline Loans as shall be necessary to cause
such Lenders to share in such Swingline Loans ratably based upon their
respective Adjusted Percentages (determined before giving effect to any
termination of the Revolving Loan Commitments pursuant to the last paragraph of
Section 10), PROVIDED that (x) all interest payable on the Swingline Loans shall
be for the account of the Swingline Lender until the date as of which the
respective participation is required to be purchased and, to the extent
attributable to the purchased participation, shall be payable to the participant
from and after such date and (y) at the time any purchase of participations
pursuant to this sentence is actually made, the purchasing Lender shall be
required to pay the Swingline Lender interest on the principal amount of
participation purchased for each day from and including the day upon which the
Mandatory Borrowing would otherwise have occurred to but excluding the date of
payment for such participation, at the overnight Federal Funds Rate for the
first three days and at the rate otherwise applicable to Revolving Loans
maintained as Base Rate Loans hereunder for each day thereafter.

                  1.02 MINIMUM AMOUNT OF EACH BORROWING; LIMITATION ON NUMBER OF
BORROWINGS. The aggregate principal amount of each Borrowing of Loans shall not
be less than the Minimum

                                       -3-

<PAGE>

Borrowing Amount applicable thereto; PROVIDED that Mandatory Borrowings shall be
made in the amounts required by Section 1.01(e). More than one Borrowing may be
incurred on the same date, but at no time shall there be outstanding more than
fifteen Borrowings of Eurodollar Loans in the aggregate under all Tranches.

                  1.03 NOTICE OF BORROWING. (a) Whenever the Borrower desires to
make Borrowing hereunder (excluding Borrowings of Swingline Loans and Mandatory
Borrowings), it shall give the Administrative Agent at its Notice Office at
least one Business Day's prior written notice (or telephonic notice promptly
confirmed in writing) of each Base Rate Loan and at least three Business Days'
prior written notice (or telephonic notice promptly confirmed in writing) of
each Eurodollar Loan to be made hereunder, PROVIDED that any such notice shall
be deemed to have been given on a certain day only if given before 11:00 A.M.
(New York time). Each such written notice or written confirmation of telephonic
notice (each, a "NOTICE OF BORROWING"), except as otherwise expressly provided
in Section 1.10, shall be irrevocable and shall be given by the Borrower in the
form of Exhibit A, appropriately completed to specify: (i) the aggregate
principal amount of the Loans to be made pursuant to such Borrowing, the date of
such Borrowing (which shall be a Business Day), (ii) whether the Loans being
made pursuant to such Borrowing shall constitute Tranche A Term Loans, Tranche B
Term Loans or Revolving Loans, (iii) whether the Loans being made pursuant to
such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar
Loans and, if Eurodollar Loans, the initial Interest Period to be applicable
thereto and (iv) in the case of a Borrowing of Revolving Loans the proceeds of
which are to be utilized to finance, in whole or in part, the consideration for
a Permitted Acquisition, (x) a reference to the officer's certificate, if any,
delivered in accordance with Section 8.13, (y) the aggregate principal amount of
such Revolving Loans to be utilized in connection with such Permitted
Acquisition and (z) the Total Available Unutilized Revolving Loan Commitment
then in effect after giving effect to the respective Permitted Acquisition (and
all payments to be made in connection therewith). The Administrative Agent shall
promptly give each Lender which is required to make Loans of the Tranche
specified in the respective Notice of Borrowing, notice of such proposed
Borrowing, of such Lender's proportionate share thereof and of the other matters
required by the immediately preceding sentence to be specified in the Notice of
Borrowing.

                  (b) (i) Whenever the Borrower desires to make a Borrowing of
Swingline Loans hereunder, it shall give the Swingline Lender not later than
1:00 P.M. (New York time) on the date that a Swingline Loan is to be made,
written notice (or telephonic notice promptly confirmed in writing) of each
Swingline Loan to be made hereunder. Each such notice shall be irrevocable and
specify in each case (A) the date of Borrowing (which shall be a Business Day)
and (B) the aggregate principal amount of the Swingline Loans to be made
pursuant to such Borrowing.

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

                  (c) Without in any way limiting the obligation of the Borrower
to confirm in writing any telephonic notice of any Borrowing of Loans, the
Administrative Agent or the Swingline Lender, as the case may be, may act
without liability upon the basis of telephonic notice of such Borrowing,
believed by the Administrative Agent or the Swingline Lender, as the case may
be, in good faith to be from the Chief Executive Officer, the Chief Financial
Officer, the President or the


                                       -4-
<PAGE>

Treasurer of the Borrower (or any other officer or representative of the
Borrower designated in writing to the Administrative Agent and the Swingline
Lender by the Chief Executive Officer, the Chief Financial Officer, the
President or the Treasurer as being authorized to give such notices under this
Agreement) prior to receipt of written confirmation. In each such case, the
Borrower hereby waives the right to dispute the Administrative Agent's and the
Swingline Lender's record of the terms of such telephonic notice of such
Borrowing of Loans, absent manifest error.

                  1.04 DISBURSEMENT OF FUNDS. Except as otherwise specifically
provided in the immediately succeeding sentence, no later than 12:00 Noon (New
York time) on the date specified in each Notice of Borrowing (or (x) in the case
of Swingline Loans, not later than 3:00 P.M. (New York time) on the date
specified pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory
Borrowings, not later than 12:00 Noon (New York time) on the date specified in
Section 1.01(e)), each Lender with a Commitment of the respective Tranche will
make available its PRO RATA portion of each such Borrowing requested to be made
on such date (or in the case of Swingline Loans, the Swingline Lender shall make
available the full amount thereof). All such amounts shall be made available in
Dollars and in immediately available funds at the Payment Office of the
Administrative Agent, and, except in the case of Mandatory Borrowings, the
Administrative Agent will make available to the Borrower at the Payment Office
the aggregate of the amounts so made available by the Lenders (for Loans other
than Swingline Loans, prior to 1:00 P.M. (New York time) on such day, to the
extent of funds actually received by the Administrative Agent prior to 12:00
Noon (New York time) on such day). Unless the Administrative Agent shall have
been notified by any Lender prior to the date of Borrowing that such Lender does
not intend to make available to the Administrative Agent such Lender's portion
of any Borrowing to be made on such date, the Administrative Agent may assume
that such Lender has made such amount available to the Administrative Agent on
such date of Borrowing and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent
by such Lender, the Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the Borrower and the
Borrower shall immediately pay such corresponding amount to the Administrative
Agent. The Administrative Agent shall also be entitled to recover on demand from
such Lender or the Borrower, as the case may be, interest on such corresponding
amount in respect of each day from the date such corresponding amount was made
available by the Administrative Agent to the Borrower until the date such
corresponding amount is recovered by the Administrative Agent, at a rate per
annum equal to (i) if recovered from such Lender, at the overnight Federal Funds
Rate and (ii) if recovered from the Borrower, the rate of interest applicable to
the respective Borrowing, as determined pursuant to Section 1.08. Nothing in
this Section 1.04 shall be deemed to relieve any Lender from its obligation to
make Loans hereunder or to prejudice any rights which the Borrower may have
against any Lender as a result of any failure by such Lender to make Loans
hereunder.

                  1.05 NOTES. (a) The Borrower's obligation to pay the principal
of, and interest on, the Loans made by each Lender shall, if requested by such
Lender, be evidenced (i) if Tranche A Term Loans, by a promissory note duly
executed and delivered by the Borrower substantially in the form of Exhibit B-1
with blanks appropriately completed in conformity herewith (each, a "TRANCHE A
TERM NOTE" and, collectively, the "TRANCHE A TERM NOTES"), (ii) if Tranche B
Term Loans, by a promissory note duly executed and delivered by the Borrower
substantially in the form of Exhibit B-2,

                                       -5-

<PAGE>

with blanks appropriately completed in conformity herewith (each, a "TRANCHE B
TERM NOTE" and, collectively, the "TRANCHE B TERM NOTES"), (iii) if Revolving
Loans, by a promissory note duly executed and delivered by the Borrower
substantially in the form of Exhibit B-3, with blanks appropriately completed in
conformity herewith (each, a "REVOLVING NOTE" and, collectively, the "REVOLVING
NOTES") and (iv) if Swingline Loans, by a promissory note duly executed and
delivered by the Borrower substantially in the form of Exhibit B-4, with blanks
appropriately completed in conformity herewith (the "SWINGLINE NOTE").

                  (b) The Tranche A Term Note issued to each Lender with a
Tranche A Term Loan Commitment or outstanding Tranche A Term Loans shall (i) be
executed by the Borrower, (ii) be payable to the order of such Lender and be
dated the Restatement Effective Date (or, in the case of Tranche A Term Notes
issued after the Restatement Effective Date, be dated the date of the issuance
thereof), (iii) be in a stated principal amount equal to the Tranche A Term Loan
made by such Lender on the Restatement Effective Date (or, in the case of any
Tranche A Term Note issued after the Restatement Effective Date, be in a stated
principal amount equal to the outstanding principal amount of the Tranche A Term
Loan of such Lender on the date of the issuance thereof) and be payable in the
principal amount of Tranche A Term Loans evidenced thereby, (iv) mature on the
Tranche A Term Loan Maturity Date, (v) bear interest as provided in the
appropriate clause of Section 1.08 in respect of the Base Rate Loans and
Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to
voluntary prepayment and mandatory repayment as provided in Sections 4.01 and
4.02 and (vii) be entitled to the benefits of this Agreement and the other
Credit Documents.

                  (c) The Tranche B Term Note issued to each Lender with a
Tranche B Term Loan Commitment or outstanding Tranche B Term Loans shall (i) be
executed by the Borrower, (ii) be payable to the order of such Lender and be
dated the Restatement Effective Date (or, in the case of Tranche B Term Notes
issued after the Restatement Effective Date, be dated the date of the issuance
thereof), (iii) be in a stated principal amount equal to the Tranche B Term Loan
made by such Lender on the Restatement Effective Date (or, in the case of any
Tranche B Term Note issued after the Restatement Effective Date, be in a stated
principal amount equal to the outstanding principal amount of the Tranche B Term
Loan of such Lender on the date of the issuance thereof) and be payable in the
principal amount of Tranche B Term Loans evidenced thereby, (iv) mature on the
Tranche B Term Loan Maturity Date, (v) bear interest as provided in the
appropriate clause of Section 1.08 in respect of the Base Rate Loans and
Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to
voluntary prepayment and mandatory repayment as provided in Sections 4.01 and
4.02 and (vii) be entitled to the benefits of this Agreement and the other
Credit Documents.

                  (d) The Revolving Note issued to each Lender with a Revolving
Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the
order of such Lender and be dated the Restatement Effective Date (or, in the
case of Revolving Notes issued after the Restatement Effective Date, be dated
the date of the issuance thereof), (iii) be in a stated principal amount equal
to the Revolving Loan Commitment of such Lender and be payable in the principal
amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving
Loan Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary prepayment and mandatory
repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the
benefits of this Agreement and the other Credit Documents.

                                       -6-

<PAGE>

                  (e) The Swingline Note shall (i) be executed by the Borrower,
(ii) be payable to the order of the Swingline Lender and be dated the
Restatement Effective Date (or, in the case of any Swingline Note issued after
the Restatement Effective Date, be dated the date of the issuance thereof),
(iii) be in a stated principal amount equal to the Maximum Swingline Amount and
be payable in the principal amount of the outstanding Swingline Loans evidenced
thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided
in the appropriate clause of Section 1.08 in respect of the Base Rate Loans
evidenced thereby, (vi) be subject to voluntary prepayment and mandatory
repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the
benefits of this Agreement and the other Credit Documents.

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

                  (g) Notwithstanding anything to the contrary contained above
or elsewhere in this Agreement, Tranche A Term Notes, Tranche B Term Notes,
Revolving Notes and the Swingline Note shall only be delivered to Lenders which
at any time specifically request the delivery of such Notes. No failure of any
Lender to request or obtain a Note evidencing its Loans to the Borrower shall
affect or in any manner impair the obligations of the Borrower to pay the Loans
(and all related Obligations) which would otherwise be evidenced thereby in
accordance with the requirements of this Agreement, and shall not in any way
affect the security or guaranties therefor provided pursuant to the various
Credit Documents. Any Lender which does not have a Note evidencing its
outstanding Loans shall in no event be required to make the notations otherwise
described in preceding clause (f). At any time when any Lender requests the
delivery of a Note to evidence any of its Loans, the Borrower shall promptly
execute and deliver to the respective Lender the requested Note or Notes in the
appropriate amount or amounts to evidence such Loans.

                  1.06 CONVERSIONS. The Borrower shall have the option to
convert, on any Business Day occurring on or after the third Business Day after
the Restatement Effective Date, all or a portion of the outstanding principal
amount of Loans made pursuant to one or more Borrowings (so long as of the same
Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of
another Type of Loan, PROVIDED that (i) except as provided in Section 1.10(b) or
unless the Borrower pays all breakage costs and other amounts owing to each
Lender pursuant to Section 1.11 concurrently with any such conversion,
Eurodollar Loans may be converted into Base Rate Loans only on the last day of
an Interest Period applicable to the Loans being converted, (ii) no partial
conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding
principal amount of the Eurodollar Loans made pursuant to such Borrowing to less
than the Minimum Borrowing Amount applicable thereto, (iii) unless the Required
Lenders otherwise agree in writing, Base Rate Loans may only be converted into
Eurodollar Loans if no Default or Event of Default is in existence on the date
of the conversion, (iv) no conversion pursuant to this Section 1.06 shall result
in a greater number of Borrowings of Eurodollar Loans than is permitted under
Section 1.02 and (v) Swingline Loans may not be converted pursuant to this
Section 1.06. Each such conversion shall be effected by the Borrower by giving
the Administrative Agent at its Notice Office prior to 12:00 Noon (New York
time) at least (x) in the case of a conversion to Eurodollar Loans, three
Business Days' prior written notice and (y) in the case of a conversion to Base
Rate Loans, one Business Day's prior

                                       -7-

<PAGE>

       written notice (each, a "NOTICE OF CONVERSION"), specifying the Loans to
be so converted, the Borrowing(s) pursuant to which such Loans were made and, if
to be converted into Eurodollar Loans, the Interest Period to be initially
applicable thereto. The Administrative Agent shall give each Lender prompt
notice of any such proposed conversion affecting any of its Loans.

                  1.07 PRO RATA BORROWINGS. All Borrowings of Tranche A Term
Loans, Tranche B Term Loans and Revolving Loans under this Agreement shall be
incurred from the Lenders PRO RATA on the basis of their Tranche A Term Loan
Commitments, Tranche B Term Loan Commitments or Revolving Loan Commitments, as
the case may be, PROVIDED that all Borrowings of Revolving Loans made pursuant
to a Mandatory Borrowing shall be incurred from the Lenders PRO RATA on the
basis of their Adjusted Percentages. It is understood that no Lender shall be
responsible for any default by any other Lender of its obligation to make Loans
hereunder and that each Lender shall be obligated to make the Loans provided to
be made by it hereunder, regardless of the failure of any other Lender to make
its Loans hereunder. For the purposes of clarification, it is understood that no
Lender will be obliged to make any Revolving Loan (other than a Revolving Loan
made to repay a Swingline Loan), participate in any Swingline Loan (or make a
Revolving Loan to repay a Swingline Loan) or participate in any Letter of Credit
if at the time of the making of such Revolving Loan or Swingline Loan, or the
issuance of such Letter of Credit, as the case may be (and after giving effect
thereto), the sum of the outstanding principal amount of the Revolving Loans
made by such Lender plus such Lender's Percentage of Swingline Loans and Letter
of Credit Outstandings would exceed such Lender's Revolving Loan Commitment.

                  1.08 INTEREST. (a) The Borrower shall pay interest in respect
of the unpaid principal amount of each Base Rate Loan from the date the proceeds
thereof are made available to the Borrower until the earlier of (i) the maturity
(whether by acceleration or otherwise) of such Base Rate Loan and (ii) the
conversion of such Base Rate Loan to a Eurodollar Loan pursuant to Section 1.06,
at a rate per annum which shall be equal to the sum of the relevant Applicable
Margin PLUS the Base Rate, each as in effect from time to time.

                  (b) The Borrower shall pay interest in respect of the unpaid
principal amount of each Eurodollar Loan from the date the proceeds thereof are
made available to the Borrower until the earlier of (i) the maturity (whether by
acceleration or otherwise) of such Eurodollar Loan and (ii) the conversion of
such Eurodollar Loan to a Base Rate Loan pursuant to Section 1.06, 1.09 or
1.10(b), as applicable, at a rate per annum which shall, during each Interest
Period applicable thereto, be equal to the sum of the relevant Applicable Margin
PLUS the Eurodollar Rate for such Interest Period, each as in effect from time
to time.

                  (c) Overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan and any other overdue amount payable
hereunder shall, in each case, bear interest at a rate per annum equal to the
greater of (x) 2% per annum in excess of the rate otherwise applicable to Base
Rate Loans of the respective Tranche of Loans from time to time (or, if such
overdue amount is not interest or principal in respect of a Loan, 2% per annum
in excess of the rate otherwise applicable to Base Rate Loans maintained as
Revolving Loans from time to time) and (y) the rate which is 2% in excess of the
rate then borne by such Loans, in each case with such interest to be payable on
demand.

                                      -8-

<PAGE>

                  (d) Accrued (and theretofore unpaid) interest shall be payable
(i) in respect of each Base Rate Loan, quarterly in arrears on each Quarterly
Payment Date, (ii) in respect of each Eurodollar Loan, on (x) the date of any
conversion into a Base Rate Loan pursuant to Section 1.06, 1.09 or 1.10(b), as
applicable (on the amount converted) and (y) the last day of each Interest
Period applicable thereto and, in the case of an Interest Period in excess of
three months, on each date occurring at three month intervals after the first
day of such Interest Period and (iii) in respect of each Loan, on any repayment
or prepayment (except repayments and prepayments of Base Rate Loans which are
Revolving Loans or Swingline Loans, in instances where the Total Revolving Loan
Commitment remains in effect in an amount greater than zero) on the amount
repaid or prepaid, at maturity (whether by acceleration or otherwise) and, after
such maturity, on demand.

                  (e) Upon each Interest Determination Date, the Administrative
Agent shall determine the Eurodollar Rate for each Interest Period applicable to
Eurodollar Loans and shall promptly notify the Borrower and the Lenders thereof.
Each such determination shall, absent manifest error, be final and conclusive
and binding on all parties hereto.

                  (f) All computations of interest hereunder shall be made in
accordance with Section 13.07(b).

                  1.09 INTEREST PERIODS. At the time it gives any Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, a Borrowing of Eurodollar Loans (in the case of the initial Interest
Period applicable thereto) or on the third Business Day prior to the expiration
of an Interest Period applicable to such Borrowing of Eurodollar Loans (in the
case of any subsequent Interest Period), the Borrower shall have the right to
elect, by giving the Administrative Agent written notice thereof, the interest
period (each, an "INTEREST PERIOD") applicable to such Eurodollar Loans, which
Interest Period shall, at the option of the Borrower, be a one, two, three or
six-month period or, to the extent agreed to by each Lender with Loans and/or
Commitments under the respective Tranche, a two-week or twelve month period,
PROVIDED that:

                 (i) all Eurodollar Loans comprising a Borrowing shall at all
         times have the same Interest Period;

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

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

                (iv) if any Interest Period would otherwise expire on a day
         which is not a Business Day, such Interest Period shall expire on the
         next succeeding Business Day; PROVIDED, HOWEVER, that if any Interest
         Period for a Borrowing of Eurodollar Loans would otherwise expire on a
         day which is not a Business Day but is a day of the month after which
         no further

                                      -9-

<PAGE>

         Business Day occurs in such month, such Interest Period shall expire
         on the next preceding Business Day;

                 (v) unless the Required Lenders otherwise agree in writing, no
         Interest Period may be selected at any time when a Default or Event of
         Default is then in existence;

                (vi) no Interest Period in respect of any Borrowing of any
         Tranche of Loans shall be selected which extends beyond the respective
         Maturity Date for such Tranche of Loans; and

               (vii) no Interest Period in respect of any Borrowing of Tranche A
         Term Loans or Tranche B Term Loans, as the case may be, shall be
         selected which extends beyond any date upon which a mandatory repayment
         of such Tranche of Term Loans will be required to be made under Section
         4.02(b) or (c), as the case may be, if, after giving effect to the
         election of such Interest Period, the aggregate principal amount of
         Tranche A Term Loans or Tranche B Term Loans, as the case may be, which
         have Interest Periods which will expire after such date will be in
         excess of the aggregate principal amount of Tranche A Term Loans or
         Tranche B Term Loans, as the case may be, then outstanding LESS the
         aggregate amount of such required prepayment.

                  If upon the expiration of any Interest Period applicable to a
Borrowing of Eurodollar Loans, the Borrower has failed to elect, or is not
permitted to elect, a new Interest Period to be applicable to such Eurodollar
Loans as provided above, the Borrower shall be deemed to have elected to convert
such Eurodollar Loans into Base Rate Loans effective as of the expiration date
of such current Interest Period.

                  1.10 INCREASED COSTS, ILLEGALITY, ETC. (a) In the event that
any Lender shall have determined (which determination shall, absent manifest
error, be final and conclusive and binding upon all parties hereto but, with
respect to clause (i) below, may be made only by the Administrative Agent):

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

                (ii) at any time, that such Lender shall incur increased costs
         or reductions in the amounts received or receivable hereunder with
         respect to any Eurodollar Loan because of (x) any change since the date
         of this Agreement in any applicable law or governmental rule,
         regulation, order, guideline or request (whether or not having the
         force of law) or in the interpretation or administration thereof and
         including the introduction of any new law or governmental rule,
         regulation, order, guideline or request, such as, for example, but not
         limited to: (A) a change in the basis of taxation of payment to any
         Lender of the principal of or interest on such Eurodollar Loan or any
         other amounts payable hereunder (except for changes in the rate of tax
         on, or determined by reference to, the net income or profits of such
         Lender, or any franchise tax based on the net income or profits of such
         Lender, in either case pursuant to the laws of the United States of
         America, the jurisdiction in which it is organized or in which its
         principal office or applicable lending office is located or any
         subdivision

                                      -10-

<PAGE>

         thereof or therein), but without duplication of any amounts payable
         in respect of Taxes pursuant to Section 4.04(a), or (B) a change
         in official reserve requirements but, in all events, excluding
         reserves required under Regulation D and/or (y) other circumstances
         since the date of this Agreement affecting such Lender or the interbank
         Eurodollar market or the position of such Lender in such market; or

               (iii) at any time, that the making or continuance of any
         Eurodollar Loan has been made (x) unlawful by any law or governmental
         rule, regulation or order, and/or (y) impossible by compliance by any
         Lender in good faith with any governmental request (whether or not
         having force of law) or (z) impracticable as a result of a contingency
         occurring after the date of this Agreement which materially and
         adversely affects the interbank Eurodollar market;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Borrower and, except in the case of clause (i) above, to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in
the case of clause (i) above, Eurodollar Loans shall no longer be available
until such time as the Administrative Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such notice by the Administrative
Agent no longer exist, and any Notice of Borrowing or Notice of Conversion given
by the Borrower with respect to Eurodollar Loans which have not yet been
incurred (including by way of conversion) shall be deemed instead to have
contained a request for Base Rate Loans, (y) in the case of clause (ii) above,
the Borrower shall, subject to the provisions of Section 13.15 (to the extent
applicable), pay to such Lender, upon written demand therefor, such additional
amounts (in the form of an increased rate of, or a different method of
calculating, interest or otherwise as such Lender in its sole discretion shall
determine) as shall be required to compensate such Lender for such increased
costs or reductions in amounts received or receivable hereunder (a written
notice as to the additional amounts owed to such Lender, showing in reasonable
detail the basis for and the calculation thereof, submitted to the Borrower by
such Lender in good faith shall, absent manifest error, be final and conclusive
and binding on all the parties hereto, although the failure to give any such
notice shall not release or diminish any of the Borrower's obligations to pay
additional amounts pursuant to this Section 1.10(a) upon the subsequent receipt
of such notice) and (z) in the case of clause (iii) above, the Borrower shall
take one of the actions specified in Section 1.10(b) as promptly as possible
and, in any event, within the time period required by law. Each of the
Administrative Agent and each Lender agrees that if it gives notice to the
Borrower of any of the events described in clause (i) or (iii) above, it shall
promptly notify the Borrower and, in the case of any such Lender, the
Administrative Agent, if such event ceases to exist. If any such event described
in clause (iii) above ceases to exist as to a Lender, the obligations of such
Lender to make Eurodollar Loans and to convert Base Rate Loans into Eurodollar
Loans on the terms and conditions contained herein shall be reinstated.

                  (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and,
in the case of a Eurodollar Loan affected by the circumstances described in
Section 1.10(a)(iii), shall) either (x) if the affected Eurodollar Loan is then
being made initially or pursuant to a conversion, cancel the respective
Borrowing by giving the Administrative Agent telephonic notice (confirmed in
writing) on the same date that the Borrower was notified by the affected Lender
or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if
the affected Eurodollar Loan is then outstanding, upon at least

                                      -11
<PAGE>

three Business Days' written notice to the Administrative Agent, require the
affected Lender to convert such Eurodollar Loan into a Base Rate Loan on the
earlier of the date required by law or the last day of the Interest Period
applicable to such Eurodollar Loans, PROVIDED that, if more than one Lender is
affected at any time, then all affected Lenders must be treated the same
pursuant to this Section 1.10(b).

                  (c) If at any time after the date of this Agreement any Lender
determines that the introduction of or any change in any applicable law or
governmental rule, regulation, order, guideline, directive or request (whether
or not having the force of law) concerning capital adequacy, or any change in
interpretation or administration thereof by any governmental authority, central
bank or comparable agency, in each case introduced or changed after the date
hereof, will have the effect of increasing the amount of capital required or
requested to be maintained by such Lender or any corporation controlling such
Lender based on the existence of such Lender's Commitments hereunder or its
obligations hereunder, then the Borrower shall, subject to the provisions of
Section 13.15 (to the extent applicable), pay to such Lender, upon its written
demand therefor, such additional amounts as shall be required to compensate such
Lender or such other corporation for the increased cost to such Lender or such
other corporation or the reduction in the rate of return to such Lender or such
other corporation as a result of such increase of capital. In determining such
additional amounts, each Lender will act reasonably and in good faith and will
use averaging and attribution methods which are reasonable, PROVIDED that such
Lender's determination of compensation owing under this Section 1.10(c) shall,
absent manifest error, be final and conclusive and binding on all the parties
hereto. Each Lender, upon determining that any additional amounts will be
payable pursuant to this Section 1.10(c), will give prompt written notice
thereof to the Borrower, which notice shall show in reasonable detail the basis
for and calculation of such additional amounts, although the failure to give any
such notice shall not release or diminish the Borrower's obligation to pay
additional amounts pursuant to this Section 1.10(c) upon the subsequent receipt
of such notice.

                  1.11 COMPENSATION. The Borrower shall, subject to the
provisions of Section 13.15 (to the extent applicable), compensate each Lender,
upon its written request (which request shall set forth in reasonable detail the
basis for requesting and the calculation of such compensation), for all losses,
expenses and liabilities (including, without limitation, any loss, expense or
liability incurred by reason of the liquidation or reemployment of deposits or
other funds required by such Lender to fund its Eurodollar Loans but excluding
any loss of anticipated profit) which such Lender may sustain: (i) if for any
reason (other than a default by such Lender or the Administrative Agent) a
Borrowing of, or conversion from or into, Eurodollar Loans does not occur on a
date specified therefor in a Notice of Borrowing or Notice of Conversion
(whether or not withdrawn by the Borrower or deemed withdrawn pursuant to
Section 1.10(a)); (ii) if any repayment (including any repayment made pursuant
to Section 4.02 or as a result of an acceleration of the Loans pursuant to
Section 10) or conversion of any of its Eurodollar Loans occurs on a date which
is not the last day of an Interest Period with respect thereto; (iii) if any
prepayment of any of its Eurodollar Loans is not made on any date specified in a
notice of prepayment given by the Borrower; or (iv) as a consequence of (x) any
other default by the Borrower to repay its Loans when required by the terms of
this Agreement or any Note held by such Lender or (y) any election made pursuant
to Section 1.10(b). Each Lender's calculation of the amount of compensation
owing pursuant to this Section 1.11 shall be made in good faith. A Lender's
basis for requesting compensation pursuant to this Section 1.11 and a Lender's
calculation of the amount thereof, shall, absent manifest error, be final and
conclusive and binding on all parties hereto.

                                      -12-

<PAGE>

                  1.12 CHANGE OF LENDING OFFICE. Each Lender agrees that on the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to such
Lender, it will, if requested by the Borrower, use reasonable efforts (subject
to overall policy considerations of such Lender) to designate another lending
office for any Loans or Letters of Credit affected by such event, PROVIDED that
such designation is made on such terms that, in the sole judgment of such
Lender, such Lender and its lending office suffer no economic, legal or
regulatory disadvantage, with the object of avoiding the consequence of the
event giving rise to the operation of any such Section. Nothing in this Section
1.12 shall affect or postpone any of the obligations of the Borrower or the
right of any Lender provided in Sections 1.10, 2.05 and 4.04.

                  1.13 REPLACEMENT OF LENDERS. (x) If any Lender becomes a
Defaulting Lender or otherwise defaults in its obligations to make Loans or fund
Unpaid Drawings, (y) upon the occurrence of any event giving rise to the
operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or
Section 4.04 with respect to any Lender which results in such Lender charging to
the Borrower increased costs in excess of those being generally charged by the
other Lenders, or (z) in the case of certain refusals by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Lenders as provided in
Section 13.12(b), the Borrower shall have the right, if no Default or Event of
Default then exists or would exist immediately after giving effect to the
respective replacement, to either replace such Lender (the "REPLACED LENDER")
with one or more other Eligible Transferee or Transferees, none of whom shall
constitute a Defaulting Lender at the time of such replacement (collectively,
the "REPLACEMENT LENDER") and each of whom shall be reasonably acceptable to the
Administrative Agent or, at the option of the Borrower, to replace only (a) the
Revolving Loan Commitment (and outstandings pursuant thereto) of the Replaced
Lender with an identical Revolving Loan Commitment provided by the Replacement
Lender or (b) in the case of a replacement as provided in Section 13.12(b) where
the consent of the respective Lender is required with respect to less than all
Tranches of its Loans or Commitments, the Commitments and/or outstanding Term
Loans of such Lender in respect of each Tranche where the consent of such Lender
would otherwise be individually required, with identical Commitments and/or
Loans of the respective Tranche provided by the Replacement Lender, PROVIDED
that:

                  (i) at the time of any replacement pursuant to this Section
         1.13, the Replacement Lender shall enter into one or more Assignment
         and Assumption Agreements pursuant to Section 13.04(b) (and with all
         fees payable pursuant to said Section 13.04(b) to be paid by the
         Replacement Lender) pursuant to which the Replacement Lender shall
         acquire all of the Commitments and outstanding Loans (or, in the case
         of the replacement of only (a) the Revolving Loan Commitment, the
         Revolving Loan Commitment and outstanding Revolving Loans or (b) the
         outstanding Term Loans of one or more Tranches, the outstanding Term
         Loans of the respective Tranche or Tranches) of, and in each case
         (except for the replacement of only the outstanding Term Loans of one
         or more Tranches of the respective Lender) participations in Letters of
         Credit by, the Replaced Lender and, in connection therewith, shall pay
         to (x) the Replaced Lender in respect thereof an amount equal to the
         sum (without duplication) of (A) an amount equal to the principal of,
         and all accrued interest on, all outstanding Loans (or, in the case of
         the replacement of only (I) the Revolving Loan Commitment, the
         outstanding Revolving Loans or (II) the Term Loans of one or more
         Tranches, the outstanding Term Loans of such Tranche or Tranches) of
         the Replaced Lender,

                                      -13-

<PAGE>

       (B) except in the case of the replacement of only the outstanding Term
       Loans of one or more Tranches of a Replaced Lender, an amount equal to
       all Unpaid Drawings that have been funded by (and not reimbursed to) such
       Replaced Lender, together with all then unpaid interest with respect
       thereto at such time and (C) an amount equal to all accrued, but
       theretofore unpaid, Fees owing to the Replaced Lender (but only with
       respect to the relevant Tranche, in the case of the replacement of less
       than all Tranches of Loans then held by the respective Replaced Lender)
       pursuant to Section 3.01, (y) except in the case of the replacement of
       only the outstanding Term Loans of one or more Tranches of a Replaced
       Lender, the respective Issuing Lender an amount equal to such Replaced
       Lender's Adjusted Percentage (for this purpose, determined as if the
       adjustment described in clause (y) of the immediately succeeding sentence
       had been made with respect to such Replaced Lender) of any Unpaid Drawing
       (which at such time remains an Unpaid Drawing) to the extent such amount
       was not theretofore funded by such Replaced Lender and (z) in the case of
       any replacement of Revolving Loan Commitments, the Swingline Lender an
       amount equal to such Replaced Lender's Adjusted Percentage of any
       Mandatory Borrowing to the extent such amount was not theretofore funded
       by such Replaced Lender; and

                  (ii) all obligations of the Borrower owing to the Replaced
         Lender (other than those (a) specifically described in clause (i)
         above in respect of which the assignment purchase price has been, or
         is concurrently being, paid or (b) relating to any Tranche of Loans
         and/or Commitments of the respective Replaced Lender which will
         remain outstanding after giving effect to the respective
         replacement) shall be paid in full to such Replaced Lender
         concurrently with such replacement.

Upon the execution of the respective Assignment and Assumption Agreements, the
payment of amounts referred to in clauses (i) and (ii) above, the recordation of
the assignment on the Register by the Administrative Agent pursuant to Section
13.17 and, if so requested by the Replacement Lender, delivery to the
Replacement Lender of the appropriate Note or Notes executed by the Borrower,
(x) the Replacement Lender shall become a Lender hereunder and, unless the
respective Replaced Lender continues to have outstanding Term Loans and/or a
Revolving Loan Commitment hereunder, the Replaced Lender shall cease to
constitute a Lender hereunder, except with respect to indemnification provisions
under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.05,
4.04, 13.01 and 13.06), which shall survive as to such Replaced Lender and (y)
in the case of a replacement of a Defaulting Lender with a Non-Defaulting
Lender, the Adjusted Percentages of the Lenders shall be automatically adjusted
at such time to give effect to such replacement (and to give effect to the
replacement of a Defaulting Lender with one or more Non-Defaulting Lenders).

                  SECTION 2.  LETTERS OF CREDIT.

                  2.01 LETTERS OF CREDIT. (a) Subject to and upon the terms and
conditions herein set forth, the Borrower may request that any Issuing Lender
issue, at any time and from time to time after the Restatement Effective Date
and prior to the date which is 30 days prior to the Revolving Loan Maturity
Date, (x) for the account of the Borrower and for the benefit of any holder (or
any trustee, agent or other similar representative for any such holders) of L/C
Supportable Indebtedness of the Borrower or any of its Subsidiaries, an
irrevocable sight standby letter of credit, in a form customarily used by such
Issuing Lender or in such other form as has been approved by such Issuing Lender
(each such standby letter of credit, a "STANDBY LETTER OF CREDIT") in support of
such L/C

                                      -14-

<PAGE>

Supportable Indebtedness and (y) for the account of the Borrower and for the
benefit of sellers of goods or materials to the Borrower or any of its
Subsidiaries, an irrevocable sight commercial letter of credit in a form
customarily used by such Issuing Lender or in such other form as has been
approved by such Issuing Lender (each such commercial letter of credit, a "TRADE
LETTER OF CREDIT", and each such Trade Letter of Credit and each Standby Letter
of Credit, a "LETTER OF CREDIT") in support of trade obligations of the Borrower
and its Subsidiaries that arise in the ordinary course of business. On the
Restatement Effective Date, all Existing Letters of Credit shall be deemed to
have been issued under this Agreement and shall for all purposes constitute
"Letters of Credit" hereunder.

                  (b) Subject to the terms and conditions contained herein, each
Issuing Lender hereby agrees that it will, at any time and from time to time on
or after the Initial Borrowing Date and prior to the date which is 30 days prior
to the Revolving Loan Maturity Date, following its receipt of the respective
Letter of Credit Request, issue for the account of the Borrower one or more
Letters of Credit (x) in the case of Standby Letters of Credit, in support of
such L/C Supportable Indebtedness of the Borrower or any of its Subsidiaries as
is permitted to remain outstanding without giving rise to a Default or Event of
Default hereunder and (y) in the case of Trade Letters of Credit, in support of
sellers of goods or materials as referenced in Section 2.01(a), PROVIDED that
the respective Issuing Lender shall be under no obligation to issue any Letter
of Credit of the types described above if at the time of such issuance:

                 (i) any order, judgment or decree of any governmental authority
         or arbitrator shall purport by its terms to enjoin or restrain such
         Issuing Lender from issuing such Letter of Credit or any requirement of
         law applicable to such Issuing Lender or any request or directive
         (whether or not having the force of law) from any governmental
         authority with jurisdiction over such Issuing Lender shall prohibit, or
         request that such Issuing Lender refrain from, the issuance of letters
         of credit generally or such Letter of Credit in particular or shall
         impose upon such Issuing Lender with respect to such Letter of Credit
         any restriction or reserve or capital requirement (for which such
         Issuing Lender is not otherwise compensated) not in effect on the date
         hereof, or any unreimbursed loss, cost or expense which was not
         applicable, in effect or known to such Issuing Lender as of the date
         hereof and which such Issuing Lender in good faith deems material to
         it; or

                (ii) such Issuing Lender shall have received notice from any
         Lender prior to the issuance of such Letter of Credit of the type
         described in the second sentence of Section 2.02(b).

                  (c) Notwithstanding the foregoing, (i) no Letter of Credit
shall be issued the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and
prior to the issuance of, the respective Letter of Credit) at such time would
exceed either (x) $70,000,000 or (y) when added to (I) the aggregate principal
amount of all Revolving Loans made by Non-Defaulting Lenders and then
outstanding and (II) the principal amount of all Swingline Loans then
outstanding, an amount equal to the Adjusted Total Available Revolving Loan
Commitment at such time, (ii) each Letter of Credit shall be denominated in
Dollars, (iii) each Letter of Credit shall by its terms terminate (x) in the
case of Standby Letters of Credit, on or before the earlier of (A) the date
which occurs 12 months after the date of the issuance thereof (although any such
Standby Letter of Credit may be automatically extendible for successive periods
of up to 12 months, but not beyond the 5th Business Day prior to

                                      -15-

<PAGE>

the Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender
thereof) and (B) the 5th Business Day prior to the Revolving Loan Maturity Date,
and (y) in the case of Trade Letters of Credit, on or before the earlier of (A)
the date which occurs 180 days after the date of issuance thereof and (B) the
date which is 10 days prior to the Revolving Loan Maturity Date and (iv) the
Stated Amount of each Letter of Credit upon issuance shall be not less than
$50,000 or such lesser amount as is acceptable to the respective Issuing Lender.

                  (d) Notwithstanding the foregoing, in the event a Lender
Default exists, no Issuing Lender shall be required to issue any Letter of
Credit unless the respective Issuing Lender has entered into arrangements
satisfactory to it and the Borrower to eliminate such Issuing Lender's risk with
respect to the participation in Letters of Credit of the Defaulting Lender or
Lenders, including by cash collateralizing such Defaulting Lender or Lenders'
Adjusted Percentage of the Letter of Credit Outstandings, as the case may be.

                  2.02 LETTER OF CREDIT REQUESTS, ETC. (a) Whenever the Borrower
desires that a Letter of Credit be issued for its account, the Borrower shall
give the Administrative Agent and the respective Issuing Lender written notice
thereof prior to 12:00 Noon (New York time) at least three Business Days' (or
such shorter period as is acceptable to the respective Issuing Lender) prior to
the proposed date of issuance (which shall be a Business Day). Each notice shall
be in the form of Exhibit C (each, a "LETTER OF CREDIT REQUEST").

                  (b) The making of each Letter of Credit Request shall be
deemed to be a representation and warranty by the Borrower that such Letter of
Credit may be issued in accordance with, and will not violate the requirements
of, Section 2.01(c). Unless the respective Issuing Lender has received notice
from any Lender before it issues a Letter of Credit that one or more of the
conditions specified in Section 5 or Section 6, as applicable, are not then
satisfied, or that the issuance of such Letter of Credit would violate Section
2.01(c), then such Issuing Lender shall issue the requested Letter of Credit for
the account of the Borrower in accordance with such Issuing Lender's usual and
customary practices.

                  (c) Each Issuing Lender shall, promptly after each issuance
of, or amendment or modification to, a Standby Letter of Credit issued by it,
give the Administrative Agent (and the Administrative Agent shall in turn
promptly forward same to each Participant and the Borrower) written notice of
the issuance of, or amendment or modification to, such Standby Letter of Credit,
which notice shall be accompanied by a copy of the Standby Letter of Credit or
Standby Letters of Credit issued by it and each such amendment or modification
thereto.

                  (d) Each Issuing Lender (other than Morgan Guaranty) shall
deliver to the Administrative Agent, promptly on the first Business Day of each
week, by facsimile transmission, the aggregate daily Stated Amount available to
be drawn under the outstanding Trade Letters of Credit issued by such Issuing
Lender for the previous week. The Administrative Agent shall, within 10 days
after the last Business Day of each calendar month, deliver to each Participant
a report setting forth for such preceding calendar month the aggregate daily
Stated Amount available to be drawn under all outstanding Trade Letters of
Credit during such calendar month.

                  2.03 LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the
issuance by any Issuing Lender of any Letter of Credit, such Issuing Lender
shall be deemed to have sold and trans-

                                      -16-

<PAGE>

ferred to each Lender with a Revolving Loan Commitment, other than such Issuing
Lender (each such Lender, in its capacity under this Section 2.03, a
"PARTICIPANT"), and each such Participant shall be deemed irrevocably and
unconditionally to have purchased and received from such Issuing Lender, without
recourse or warranty, an undivided interest and participation, to the extent of
such Participant's Adjusted Percentage, in such Letter of Credit, each drawing
made thereunder and the obligations of the Borrower under this Agreement with
respect thereto (although Letter of Credit Fees shall be payable directly to the
Administrative Agent for the account of the Participants as provided in Section
3.01(b) and the Participants shall have no right to receive any portion of any
Facing Fees with respect to such Letters of Credit), and any security therefor
or guaranty pertaining thereto. Upon any change in the Revolving Loan
Commitments or Adjusted Percentages of the Lenders pursuant to Section 1.13 or
13.04 or as a result of a Lender Default, it is hereby agreed that, with respect
to all outstanding Letters of Credit and Unpaid Drawings, there shall be an
automatic adjustment to the participations pursuant to this Section 2.03 to
reflect the new Adjusted Percentages of the assignor and assignee Lender or of
all Lenders with Revolving Loan Commitments, as the case may be.

                  (b) In determining whether to pay under any Letter of Credit,
no Issuing Lender shall have any obligation relative to the other Lenders other
than to confirm that any documents required to be delivered under such Letter of
Credit appear to have been delivered and that they appear to substantially
comply on their face with the requirements of such Letter of Credit. Subject to
the provisions of the immediately preceding sentence, any action taken or
omitted to be taken by any Issuing Lender under or in connection with any Letter
of Credit if taken or omitted in the absence of gross negligence or willful
misconduct, as determined by a court of competent jurisdiction, shall not create
for such Issuing Lender any resulting liability to any Credit Party or any
Lender.

                  (c) In the event that any Issuing Lender makes any payment
under any Letter of Credit and the Borrower shall not have reimbursed such
amount in full to such Issuing Lender pursuant to Section 2.04(a), such Issuing
Lender shall promptly notify the Administrative Agent, which shall promptly
notify each Participant, of such failure, and each Participant shall promptly
and unconditionally pay to such Issuing Lender the amount of such Participant's
Adjusted Percentage of such unreimbursed payment in Dollars and in same day
funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York
time) on any Business Day, any Participant required to fund a payment under a
Letter of Credit, such Participant shall make available to such Issuing Lender
in Dollars such Participant's Adjusted Percentage of the amount of such payment
on such Business Day in same day funds. If and to the extent such Participant
shall not have so made its Adjusted Percentage of the amount of such payment
available to such Issuing Lender, such Participant agrees to pay to such Issuing
Lender, forthwith on demand such amount, together with interest thereon, for
each day from such date until the date such amount is paid to such Issuing
Lender at the overnight Federal Funds Rate. The failure of any Participant to
make available to such Issuing Lender its Adjusted Percentage of any payment
under any Letter of Credit shall not relieve any other Participant of its
obligation hereunder to make available to such Issuing Lender its Adjusted
Percentage of any Letter of Credit on the date required, as specified above, but
no Participant shall be responsible for the failure of any other Participant to
make available to such Issuing Lender such other Participant's Adjusted
Percentage of any such payment.

                                      -17-

<PAGE>

                  (d) Whenever any Issuing Lender receives a payment of a
reimbursement obligation as to which it has received any payments from the
Participants pursuant to clause (c) above, such Issuing Lender shall forward
such payment to the Administrative Agent, which in turn shall distribute to each
Participant which has paid its Adjusted Percentage thereof, in Dollars and in
same day funds, an amount equal to such Participant's share (based upon the
proportionate aggregate amount originally funded by such Participant to the
aggregate amount funded by all Participants) of the principal amount of such
reimbursement obligation and interest thereon accruing after the purchase of the
respective participations.

                  (e) Upon the request of any Participant, each Issuing Lender
shall furnish to such Participant copies of any Letter of Credit issued by it
and such other documentation as may reasonably be requested by such Participant.

                  (f) The obligations of the Participants to make payments to
each Issuing Lender with respect to Letters of Credit issued by it shall be
irrevocable and not subject to any qualification or exception whatsoever and
shall be made in accordance with the terms and conditions of this Agreement
under all circumstances, including, without limitation, any of the following
circumstances:

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

                 (ii) the existence of any claim, setoff, defense or other right
         which the Borrower or any of its Subsidiaries may have at any time
         against a beneficiary named in a Letter of Credit, any transferee of
         any Letter of Credit (or any Person for whom any such transferee may be
         acting), the Administrative Agent, any Issuing Lender, any Participant,
         or any other Person, whether in connection with this Agreement, any
         Letter of Credit, the transactions contemplated herein or any unrelated
         transactions (including any underlying transaction between the Borrower
         or any of its Subsidiaries and the beneficiary named in any such Letter
         of Credit);

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

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

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

                  2.04 AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The
Borrower hereby agrees to reimburse the respective Issuing Lender, by making
payment to the Administrative Agent in immediately available funds at the
Payment Office, for any payment or disbursement made by such Issuing Lender
under any Letter of Credit (each such amount, so paid until reimbursed, an
"UNPAID DRAWING"), immediately after, and in any event on the date of such
payment or disbursement, with interest on the amount so paid or disbursed by
such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York
time) on the date of such payment or disbursement, from and including the date
paid or disbursed to but excluding the date such Issuing Lender was

                                      -18-

<PAGE>

reimbursed by the Borrower therefor at a rate per annum which shall be the Base
Rate in effect from time to time PLUS the Applicable Margin for Revolving Loans
maintained as Base Rate Loans as in effect from time to time, such interest to
be payable on demand; PROVIDED, HOWEVER, to the extent such amounts are not
reimbursed prior to 12:00 Noon (New York time) on the third Business Day
following receipt of notice of such payment or disbursement, interest shall
thereafter accrue on the amounts so paid or disbursed by such Issuing Lender
(and until reimbursed by the Borrower) at a rate per annum which shall be the
Base Rate in effect from time to time PLUS the Applicable Margin for Revolving
Loans maintained as Base Rate Loans as in effect from time to time PLUS 2%, in
each such case, with interest to be payable on demand. The respective Issuing
Lender shall give the Borrower prompt notice of each Drawing under any Letter of
Credit issued by it, PROVIDED that the failure of, or delay in, giving any such
notice shall in no way affect, impair or diminish the Borrower's obligations
hereunder.

                  (b) The obligations of the Borrower under this Section 2.04 to
reimburse the respective Issuing Lender with respect to drawings on Letters of
Credit (each, a "DRAWING") (including, in each case, interest thereon) shall be
absolute and unconditional under any and all circumstances and irrespective of
any setoff, counterclaim or defense to payment which the Borrower or any of its
Subsidiaries may have or have had against any Lender (including in its capacity
as issuer of the Letter of Credit or as Participant), or any nonapplication or
misapplication by the beneficiary of the proceeds of such Drawing, the
respective Issuing Lender's only obligation to the Borrower being to confirm
that any documents required to be delivered under such Letter of Credit appear
to have been delivered and that they appear to substantially comply on their
face with the requirements of such Letter of Credit. Subject to the provisions
of the immediately preceding sentence, any action taken or omitted to be taken
by any Issuing Lender under or in connection with any Letter of Credit if taken
or omitted in the absence of gross negligence or willful misconduct as
determined by a court of competent jurisdiction, shall not create for such
Issuing Lender any resulting liability to the Borrower or any other Credit
Party.

                  2.05 INCREASED COSTS. If at any time after the date of this
Agreement, the introduction of or any change in any applicable law, rule,
regulation, order, guideline or request or in the interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by any Issuing Lender or
any Participant with any request or directive by any such authority (whether or
not having the force of law), shall either (i) impose, modify or make applicable
any reserve, deposit, capital adequacy or similar requirement against letters of
credit issued by any Issuing Lender or participated in by any Participant, or
(ii) impose on any Issuing Lender or any Participant any other conditions
relating, directly or indirectly, to this Agreement, any Letter of Credit or
such Participant's participation therein; and the result of any of the foregoing
is to increase the cost to any Issuing Lender or any Participant of issuing,
maintaining or participating in any Letter of Credit, or reduce the amount of
any sum received or receivable by any Issuing Lender or any Participant
hereunder or reduce the rate of return on its capital with respect to Letters of
Credit (except for changes in the rate of tax on, or determined by reference to,
the net income or profits of such Issuing Lender or such Participant, or any
franchise tax based on the net income or profits of such Issuing Lender or
Participant, in either case pursuant to the laws of the United States of
America, the jurisdiction in which it is organized or in which its principal
office or applicable lending office is located or any subdivision thereof or
therein), but without duplication of any amounts payable in respect of Taxes
pursuant to Section 4.04(a), then, upon demand to the Borrower by such Issuing
Lender or any Participant (a copy of which demand

                                      -19-

<PAGE>

shall be sent by such Issuing Lender or such Participant to the Administrative
Agent) and subject to the provisions of Section 13.15 (to the extent
applicable), the Borrower shall pay to such Issuing Lender or such Participant
such additional amount or amounts as will compensate such Issuing Lender or such
Participant for such increased cost or reduction in the amount receivable or
reduction on the rate of return on its capital. Any Issuing Lender or any
Participant, upon determining that any additional amounts will be payable
pursuant to this Section 2.05, will give prompt written notice thereof to the
Borrower, which notice shall include a certificate submitted to the Borrower by
such Issuing Lender or such Participant (a copy of which certificate shall be
sent by such Issuing Lender or such Participant to the Administrative Agent),
setting forth in reasonable detail the basis for and the calculation of such
additional amount or amounts necessary to compensate such Issuing Lender or such
Participant. The certificate required to be delivered pursuant to this Section
2.05 shall, if delivered in good faith and absent manifest error, be final and
conclusive and binding on the Borrower, although the failure to deliver any such
certificate shall not release or diminish the Borrower's obligations to pay
additional amounts pursuant to this Section 2.05 upon subsequent receipt of such
certificate.

             SECTION 3. COMMITMENT COMMISSION; FEES; REDUCTIONS OF COMMITMENT.

                  3.01 FEES. (a) The Borrower shall pay the Administrative Agent
for distribution to each Non-Defaulting Lender with a Revolving Loan Commitment
a commitment commission (the "COMMITMENT COMMISSION") for the period from the
Restatement Effective Date to and including the Revolving Loan Maturity Date (or
such earlier date as the Total Revolving Loan Commitment shall have been
terminated), computed at a rate for each day equal to the relevant Applicable
Margin then in effect on the daily average Unutilized Revolving Loan Commitment
of such Non-Defaulting Lender. Accrued Commitment Commission shall be due and
payable quarterly in arrears on each Quarterly Payment Date and on the Revolving
Loan Maturity Date (or such earlier date upon which the Total Revolving Loan
Commitment is terminated).

                  (b) The Borrower shall pay to the Administrative Agent for PRO
RATA distribution to each Non-Defaulting Lender with a Revolving Loan Commitment
(based on their respective Adjusted Percentages), a fee in respect of each
Letter of Credit issued hereunder (the "LETTER OF CREDIT FEE"), for the period
from and including the date of issuance of such Letter of Credit (or, if later,
the Restatement Effective Date) to and including the termination of such Letter
of Credit, computed at a rate per annum equal to the Applicable Margin then in
effect for Revolving Loans maintained as Eurodollar Loans on the daily average
Stated Amount of such Letter of Credit. Accrued Letter of Credit Fees shall be
due and payable quarterly in arrears on each Quarterly Payment Date and upon the
first day on or after the termination of the Total Revolving Loan Commitment
upon which no Letters of Credit remain outstanding.

                  (c) The Borrower shall pay to each Issuing Lender, for its own
account, a facing fee in respect of each Letter of Credit issued by such Issuing
Lender hereunder (the "FACING FEE"), for the period from and including the date
of issuance of such Letter of Credit (or, if later, the Restatement Effective
Date) to and including the termination of such Letter of Credit, computed at a
rate equal to 1/4 of 1% per annum of the daily average Stated Amount of such
Letter of Credit (or such lesser percentage as shall be agreed by the respective
Issuing Lender). Facing Fees shall be due and payable quarterly in arrears on
each Quarterly Payment Date and on the date upon which the

                                      -20-

<PAGE>

Total Revolving Loan Commitment has been terminated and such Letter of Credit
has been terminated in accordance with its terms.

                  (d) The Borrower shall pay to each Issuing Lender, upon each
payment under, issuance of, or amendment to, any Letter of Credit issued by such
Issuing Lender, such amount as shall at the time of such event be the
administrative charge which such Issuing Lender is generally imposing in
connection with such occurrence with respect to letters of credit issued by it.

                  (e) The Borrower shall pay to each Agent, for its own account,
such other fees as have been agreed to in writing by the Borrower and such
Agent.

                  3.02 VOLUNTARY TERMINATION OR REDUCTION OF UNUTILIZED
REVOLVING LOAN COMMITMENTS. (a) Upon at least three Business Days' prior notice
to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Lenders), the
Borrower shall have the right, at any time or from time to time, without premium
or penalty, to terminate the Total Unutilized Revolving Loan Commitment, in
whole or in part, in integral multiples of $5,000,000 in the case of partial
reductions to the Total Unutilized Revolving Loan Commitment, PROVIDED that (i)
each such reduction shall apply proportionately to permanently reduce the
Revolving Loan Commitment of each Lender with such a Commitment and (ii) no
reduction to the Total Unutilized Revolving Loan Commitment shall be in an
amount which would cause the Revolving Loan Commitment of any Lender to be
reduced (as required by preceding clause (i)) by an amount which exceeds the
remainder of (x) the Unutilized Revolving Loan Commitment of such Lender as in
effect immediately before giving effect to such reduction MINUS (y) such
Lender's Adjusted Percentage of the aggregate principal amount of Swingline
Loans then outstanding. If at the time of any reduction to the Total Unutilized
Revolving Loan Commitment pursuant to the preceding provisions of this Section
3.02(a) the amount of the Blocked Commitment is in excess of $0, the Borrower
may specify (in its notice of the reduction to the Total Unutilized Revolving
Loan Commitment pursuant to this Section 3.02(a)) that the amount of the
reduction shall also apply to reduce the amount of the Blocked Commitment as
then in effect (in which case the amount of the Blocked Commitment shall be so
reduced) by an amount equal to the lesser of (x) the amount of the Blocked
Commitment as in effect prior to the reduction pursuant to this sentence and (y)
the amount of the reduction to the Total Unutilized Revolving Loan Commitment
then being effected to this Section 3.02(a); PROVIDED that if at any time the
amount of the Blocked Commitment is in excess of $0 and, as a result of any
reduction to the Total Unutilized Revolving Loan Commitment pursuant to this
Section 3.02(a), any repayment of Loans or establishment of cash collateral
arrangements would be required pursuant to Section 4.02(a), the Borrower shall
make any such required repayment or establish such cash collateral arrangements
concurrently with any such reduction.

                  (b) In the event of certain refusals by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Lenders as provided in
Section 13.12(b), the Borrower may, subject to the requirements of said Section
13.12(b), upon five Business Days' prior written notice to the Administrative
Agent at its Notice Office (which notice the Administrative Agent shall promptly
transmit to each of the Lenders), terminate all of the Revolving Loan Commitment
of such Lender so long as all Loans, together with accrued and unpaid interest,
fees and all other amounts, owing to such Lender (including all amounts, if any,
owing pursuant to Section 1.11 but excluding amounts

                                      -21-

<PAGE>

owing in respect of any Tranche of Term Loans maintained by such Lender, if such
Term Loans are not being repaid pursuant to Section 13.12(b)) are repaid
concurrently with the effectiveness of such termination (at which time Schedule
I shall be deemed modified to reflect such changed amounts), and at such time,
unless the respective Lender continues to have outstanding Term Loans hereunder,
such Lender shall no longer constitute a "Lender" for purposes of this
Agreement, except with respect to indemnification provisions under this
Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01
and 13.06), which shall survive as to such repaid Lender.

                  3.03 MANDATORY REDUCTION OF COMMITMENTS. (a) The Total
Commitments (and the Tranche A Term Loan Commitment, the Tranche B Term Loan
Commitment and the Revolving Loan Commitment of each Lender) shall terminate in
its entirety on July 31, 2000 unless the Restatement Effective Date shall have
occurred on or prior to such date. In the event of such termination, the
Existing Credit Agreement (including, without limitation, the Revolving Loan
Commitment of each Existing Lender thereunder) shall continue in full force and
effect.

                  (b) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Tranche A Term Loan Commitment (and the
Tranche A Term Loan Commitment of each Lender with such a Commitment) shall (i)
terminate in its entirety on the Restatement Effective Date (after giving effect
to the making of the Tranche A Term Loans on such date) and (ii) prior to the
termination of the Total Tranche A Term Loan Commitment as provided in clause
(i) above, be reduced from time to time to the extent required by Section 4.02.

                  (c) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Tranche B Term Loan Commitment (and the
Tranche B Term Loan Commitment of each Lender with such a Commitment) shall (i)
terminate in its entirety on the Restatement Effective Date (after giving effect
to the making of the Tranche B Term Loans on such date) and (ii) prior to the
termination of the Total Tranche B Term Loan Commitment as provided in clause
(i) above, be reduced from time to time to the extent required by Section 4.02.

                  (d) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment (and the
Revolving Loan Commitment of each Lender with such a Commitment) shall terminate
in its entirety on the Revolving Loan Maturity Date.

                  (e) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, on each date after the Initial Borrowing Date
upon which a mandatory repayment of Term Loans pursuant to any of Sections
4.02(d) through (i), inclusive, is required (and exceeds in amount the aggregate
principal amount of Term Loans then outstanding) or would be required if Term
Loans were then outstanding, the Total Revolving Loan Commitment shall be
permanently reduced by the amount, if any, by which the amount required to be
applied pursuant to said Sections (determined as if an unlimited amount of Term
Loans were actually outstanding) exceeds the aggregate principal amount of Term
Loans then outstanding.

                  (f) Each reduction to the Total Tranche A Term Loan
Commitment, the Total Tranche B Term Loan Commitment and the Total Revolving
Loan Commitment pursuant to this Section 3.03 shall be applied proportionately
to reduce the Tranche A Term Loan Commitment, the

                                      -22-

<PAGE>

Tranche B Term Loan Commitment or the Revolving Loan Commitment, as the case may
be, of each Lender with such a Commitment.

                  SECTION 4. PREPAYMENTS; PAYMENTS; TAXES.

                  4.01 VOLUNTARY PREPAYMENTS. The Borrower shall have the right
to prepay the Loans, without premium or penalty except as provided by law, in
whole or in part, at any time and from time to time on the following terms and
conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00
Noon (New York time) at its Notice Office (x) at least one Business Day's prior
written notice (or telephonic notice promptly confirmed in writing) of its
intent to prepay Term Loans or Revolving Loans maintained as Base Rate Loans,
(y) same day prior written notice (or telephonic notice promptly confirmed in
writing) of its intent to prepay Swingline Loans and (z) at least three Business
Days' (or in the case of a prepayment of Eurodollar Loans at the end of the
Interest Period therefor, one Business Day's) prior written notice (or
telephonic notice promptly confirmed in writing) of its intent to prepay
Eurodollar Loans, whether Tranche A Term Loans, Tranche B Term Loans, Revolving
Loans or Swingline Loans shall be prepaid, the amount of such prepayment, the
Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific
Borrowing or Borrowings pursuant to which made, which notice the Administrative
Agent shall (except in the case of Swingline Loans) promptly transmit to each of
the Lenders; (ii) each prepayment shall be in an aggregate principal amount of
at least $5,000,000 (or $50,000 in the case of Swingline Loans) and, in each
case, if greater, in integral multiples of $100,000 (or $50,000 in the case of
Swingline Loans) (or, in each case, such lesser amount of a Borrowing which is
outstanding), PROVIDED that if any partial prepayment of Eurodollar Loans made
pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made
pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount
applicable thereto, then such Borrowing may not be continued as a Borrowing of
Eurodollar Loans and any election of an Interest Period with respect thereto
given by the Borrower shall have no force or effect; (iii) at the time of any
prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other
than the last day of the Interest Period applicable thereto, the Borrower shall
pay the amounts required pursuant to Section 1.11; (iv) in the event of certain
refusals by a Lender as provided in Section 13.12(b) to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Lenders, the Borrower may,
upon five Business Days' prior written notice to the Administrative Agent at its
Notice Office (which notice the Administrative Agent shall promptly transmit to
each of the Lenders) repay all Loans, together with accrued and unpaid interest,
Fees, and other amounts owing to such Lender (or owing to such Lender with
respect to each Tranche which gave rise to the need to obtain such Lender's
individual consent) in accordance with said Section 13.12(b) so long as (A) in
the case of the repayment of Revolving Loans of any Lender pursuant to this
clause (iv), the Revolving Loan Commitment of such Lender is terminated
concurrently with such repayment (at which time Schedule I shall be deemed
modified to reflect the changed Revolving Loan Commitments) and (B) the consents
required by Section 13.12(b) in connection with the repayment pursuant to this
clause (iv) have been obtained; (v) except as expressly provided in the
preceding clause (iv), each voluntary prepayment of Term Loans pursuant to this
Section 4.01 shall be applied, subject to modification of such application as
set forth in Section 4.02(o), to the Tranche A Term Loans and the Tranche B Term
Loans on a PRO RATA basis (based upon the then outstanding principal amount of
Tranche A Term Loans and Tranche B Term Loans); (vi) except as expressly
provided in the preceding clause (iv), each prepayment in respect of any Loans
made pursuant to a Borrowing shall be applied PRO RATA among the Loans
comprising such

                                      -23-

<PAGE>

Borrowing; PROVIDED that at the Borrower's election in connection with any
prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment
shall not be applied to any Revolving Loan of a Defaulting Lender; and (vii)
each prepayment of principal of any Tranche of Term Loans pursuant to this
Section 4.01 shall be applied to reduce the then remaining Scheduled Repayments
of the respective Tranche of Term Loans PRO RATA based upon the then remaining
principal amounts of the Scheduled Repayments of the respective Tranche after
giving effect to all prior reductions thereto; PROVIDED that unless the Borrower
notifies the Administrative Agent in writing that it does not desire that
prepayments be applied as provided in this proviso, any such prepayment of the
respective Tranche of Term Loans shall first be applied in direct order of
maturity to those Scheduled Repayments of the respective Tranche which are due
within 24 months after the date of such prepayment (based upon the then
remaining principal amounts of such Scheduled Repayments after giving effect to
all prior reductions thereto), with any excess amount of such prepayment to be
applied to the then remaining Scheduled Repayments of the respective Tranche of
Term Loans on a PRO RATA basis as otherwise provided in this clause (vii) above.

                  4.02 MANDATORY REPAYMENTS AND COMMITMENT REDUCTIONS. (a)(i) On
any date on which the sum of the aggregate outstanding principal amount of the
Revolving Loans made by Non-Defaulting Lenders, the outstanding principal amount
of the Swingline Loans and the Letter of Credit Outstandings on such date
exceeds the Adjusted Total Available Revolving Loan Commitment as then in
effect, the Borrower shall prepay on such date the principal of Swingline Loans
and, after the Swingline Loans have been repaid in full, Revolving Loans of
Non-Defaulting Lenders in an amount equal to such excess. If, after giving
effect to the prepayment of all outstanding Swingline Loans and all outstanding
Revolving Loans of Non-Defaulting Lenders, the aggregate amount of the Letter of
Credit Outstandings exceeds the Adjusted Total Available Revolving Loan
Commitment as then in effect, the Borrower shall pay to the Administrative Agent
at the Payment Office on such date an amount in cash and/or Cash Equivalents
equal to the amount of such excess (up to a maximum amount equal to the Letter
of Credit Outstandings at such time), such cash and/or Cash Equivalents to be
held as security for all obligations of the Borrower to Non-Defaulting Lenders
hereunder in a cash collateral account to be established by the Administrative
Agent pursuant to a cash collateral agreement to be entered into in form and
substance reasonably satisfactory to the Administrative Agent.

                   (ii) On any date on which the aggregate outstanding principal
amount of the Revolving Loans made by any Defaulting Lender exceeds the
Revolving Loan Commitment of such Defaulting Lender, the Borrower shall prepay
on such date principal of Revolving Loans of such Defaulting Lender in an amount
equal to such excess.


                  (b) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date set forth
below, the Borrower shall be required to repay that principal amount of Tranche
A Term Loans, to the extent then outstanding, as is set forth opposite such date
(each such repayment, as the same may be reduced as provided in Sections 4.01
and 4.02(j), a "TRANCHE A SCHEDULED REPAYMENT," and each such date, a "TRANCHE A
SCHEDULED REPAYMENT DATE"):

                                      -24-

<PAGE>

<TABLE>
<CAPTION>
                         Tranche A
                 Scheduled Repayment Date                       Amount
                 ------------------------                       ------
<S>                                                             <C>
March 31, 2001                                                  $25,000,000
June 30, 2001                                                   $25,000,000
September 30, 2001                                              $25,000,000
December 31, 2001                                               $25,000,000

March 31, 2002                                                  $25,000,000
June 30, 2002                                                   $25,000,000
September 30, 2002                                              $25,000,000
December 31, 2002                                               $25,000,000

March 31, 2003                                                  $27,500,000
June 30, 2003                                                   $27,500,000
September 30, 2003                                              $27,500,000
December 31, 2003                                               $27,500,000

March 31, 2004                                                  $30,000,000
June 30, 2004                                                   $30,000,000
September 30, 2004                                              $30,000,000
December 31, 2004                                               $30,000,000

March 31, 2005                                                  $30,875,000
June 30, 2005                                                   $30,875,000
September 30, 2005                                              $30,875,000
December 31, 2005                                               $30,875,000

March 31, 2006                                                  $15,750,000
Tranche A Term Loan Maturity Date                               $15,750,000
</TABLE>

                  (c) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date set forth
below, the Borrower shall be required to repay that principal amount of Tranche
B Term Loans, to the extent then outstanding, as is set forth opposite such date
(each such repayment, as the same may be reduced as provided in Sections 4.01
and 4.02(j), a "TRANCHE B SCHEDULED REPAYMENT," and each such date, a "TRANCHE B
SCHEDULED REPAYMENT DATE"):

<TABLE>
<CAPTION>
                         Tranche B
                 Scheduled Repayment Date                       Amount
                 ------------------------                       ------
<S>                                                             <C>
March 31, 2001                                                  $375,000
June 30, 2001                                                   $375,000
September 30, 2001                                              $375,000
December 31, 2001                                               $375,000

March 31, 2002                                                  $375,000
June 30, 2002                                                   $375,000
September 30, 2002                                              $375,000
December 31, 2002                                               $375,000

</TABLE>

                                      -25-

<PAGE>
<TABLE>

<S>                                                                <C>
March 31, 2003                                                     $375,000
June 30, 2003                                                      $375,000
September 30, 2003                                                 $375,000
December 31, 2003                                                  $375,000

March 31, 2004                                                     $375,000
June 30, 2004                                                      $375,000
September 30, 2004                                                 $375,000
December 31, 2004                                                  $375,000

March 31, 2005                                                     $375,000
June 30, 2005                                                      $375,000
September 30, 2005                                                 $375,000
December 31, 2005                                                  $375,000

March 31, 2006                                                     $625,000
June 30, 2006                                                      $625,000
September 30, 2006                                                 $625,000
December 31, 2006                                                  $625,000

March 31, 2007                                                  $70,000,000
Tranche B Term Loan Maturity Date                               $70,000,000
</TABLE>

                  (d) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date after the
Restatement Effective Date upon which the Borrower or any of its Subsidiaries
receives any proceeds from any sale or issuance of equity of (or cash capital
contributions to) the Borrower or any of its Subsidiaries (other than issuances
of Borrower Common Stock to management of the Borrower and its Subsidiaries
(including, without limitation, as a result of the exercise of options with
respect to Borrower Common Stock)) an amount equal to 50% of the cash proceeds
of the respective sale or issuance (net of underwriting discounts and
commissions and other direct costs associated therewith, including, without
limitation, legal fees and expenses) shall be applied as a mandatory repayment
of principal of outstanding Term Loans in accordance with the requirements of
Sections 4.02(j) and (k).

                  (e) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date after the
Restatement Effective Date upon which the Borrower or any of its Subsidiaries
receives any proceeds from any incurrence by the Borrower or any of its
Subsidiaries of Indebtedness (other than Indebtedness permitted to be incurred
pursuant to Section 9.04), an amount equal to the cash proceeds (net of
underwriting discounts and commissions and other costs associated therewith
including, without limitation, legal fees and expenses) of the respective
incurrence of Indebtedness shall be applied as a mandatory repayment of
principal of outstanding Term Loans in accordance with the requirements of
Sections 4.02(j) and (k).

                  (f) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date after the
Restatement Effective Date upon which the Borrower or any of its Subsidiaries
receives any Net Asset Sale Proceeds, an amount equal to 100% of

                                      -26-

<PAGE>

such Net Asset Sale Proceeds shall be applied as a mandatory repayment of
principal of outstanding Term Loans in accordance with the requirements of
Sections 4.02(j) and (k); PROVIDED that:

                  (I) the Net Asset Sale Proceeds received by the Borrower or
         any of its Subsidiaries in connection with a sale or other disposition
         of a Converting Plant shall not give rise to a mandatory repayment on
         the date of the receipt of such Net Asset Sale Proceeds so long as (i)
         no Default or Event of Default shall have occurred and be continuing on
         the date of receipt of such Net Asset Sale Proceeds, (ii) the aggregate
         amount of Net Asset Sale Proceeds from such sale or other disposition
         of such Converting Plant, when added to the aggregate amount of Net
         Asset Sale Proceeds from all other sales or dispositions of Converting
         Plants consummated in the twelve-month period prior to the respective
         sale or disposition of such Converting Plant, does not exceed
         $60,000,000 and (iii) the Borrower delivers an officer's certificate to
         the Administrative Agent on or before the date of receipt of such Net
         Asset Sale Proceeds stating that the conditions set forth in clauses
         (i) and (ii) are satisfied, and that an amount equal to such Net Asset
         Sale Proceeds shall be used to purchase or invest in other Converting
         Plants within one year following the date of receipt of such Net Asset
         Sale Proceeds (which certificate shall set forth the estimates of the
         proceeds to be so expended, the proposed use of such Net Asset Sale
         Proceeds and such other information with respect to such reinvestment
         as the Administrative Agent may reasonably request);

                  (II) the Net Asset Sale Proceeds received by the Borrower or
         any of its Subsidiaries in connection with any Asset Sale (other than a
         Timberlands Disposition, any Asset Sale pursuant to a Permitted
         Sale-Leaseback Transaction and an Asset Sale constituting a sale or
         disposition of a Converting Plant) shall not give rise to a mandatory
         repayment on the date of the receipt of such Net Asset Sale Proceeds so
         long as (i) no Default or Event of Default shall have occurred and be
         continuing on the date of receipt of such Net Asset Sale Proceeds, (ii)
         the aggregate amount of Net Asset Sale Proceeds (exclusive of the
         Excluded Proceeds) from the Original Effective Date to (and including)
         the date of receipt of such Net Asset Sale Proceeds does not exceed
         5.0% of Total Relevant Assets (as determined on the last day of the
         most recently ended fiscal quarter for which financial statements have
         been made available to the Lenders) and (iii) the Borrower delivers an
         officer's certificate to the Administrative Agent on or before the date
         of receipt of such Net Asset Sale Proceeds stating that the conditions
         set forth in clauses (i) and (ii) are satisfied, and that an amount
         equal to such Net Asset Sale Proceeds shall be used to purchase
         equipment or other productive assets of the general type used in a
         Permitted Business (including capital stock of a corporation engaged in
         such business) of the Borrower and its Subsidiaries (such equipment and
         other assets being "ELIGIBLE ASSETS") within one year following the
         date of receipt of such Net Asset Sale Proceeds (which certificate
         shall set forth the estimates of the proceeds to be so expended, the
         proposed use of such Net Asset Sale Proceeds and such other information
         with respect to such reinvestment as the Administrative Agent may
         reasonably request); and

                  (III) up to the Excluded Timberlands Proceeds Maximum Amount
         of the Net Asset Sale Proceeds from the Timberlands Disposition (or
         such lesser amount of the Net Asset Sale Proceeds from the Timberlands
         Disposition as may remain after giving effect to such additional
         repayments of Term Loans with such Net Asset Sale Proceeds as may be
         required to establish compliance with the Leverage Ratio specified
         below) (the amount of any such Net Asset Sale Proceeds excluded from
         the repayment requirements of this Section 4.02(f)

                                      -27-

<PAGE>

       by virtue of this clause (III), the "EXCLUDED TIMBERLANDS DISPOSITION
       PROCEEDS") shall not give rise to a mandatory repayment on the date of
       receipt of such Net Asset Sale Proceeds, so long as (i) no Default or
       Event of Default shall have occurred and be continuing on the date of
       receipt of such Net Asset Sale Proceeds, (ii) at least $500,000,000 of
       the Net Asset Sale Proceeds received by the Borrower and its Subsidiaries
       from Timberlands Dispositions during the period commencing on the
       Original Effective Date have first been applied as a mandatory repayment
       of principal of Existing Loans as provided in section 4.01(g) of the
       Existing Credit Agreement or Term Loans as provided in this Section
       4.02(f) (without regard to this proviso), (iii) the Leverage Ratio for
       the Test Period then most recently ended prior to the Timberland
       Dispositions resulting in such Excluded Timberlands Disposition Proceeds
       is less than or equal to 4.5:1.0 after giving effect, on a PRO FORMA
       Basis, to the sale of all Timberland Properties theretofore consummated
       and the Capitalized Lease Obligations and operating lease obligations, if
       any, incurred in connection with any leasing arrangements with respect to
       Timberland Properties theretofore sold pursuant to the Timberlands
       Dispositions, any increase or decrease in fiber, stumpage or similar
       costs as a result of the Timberlands Disposition and the application of
       such Excluded Timberlands Disposition Proceeds as contemplated by clause
       (iv) below (with the requirements described in preceding clauses (i),
       (ii) and (iii) being herein called the "TIMBERLANDS DISPOSITION
       RECAPTURE/RESTRICTED PAYMENTS REQUIREMENTS") and (iv) the Borrower
       delivers an officer's certificate to the Administrative Agent on or
       before the date of receipt of such Excluded Timberlands Disposition
       Proceeds stating that the Timberlands Disposition Recapture/Restricted
       Payments Requirements are satisfied and that such Excluded Timberlands
       Disposition Proceeds are to be applied within 60 days of receipt of such
       Excluded Timberlands Disposition Proceeds to the cash redemption of, or
       payment of cash Dividends in respect of Borrower Common Stock and/or the
       redemption of Senior Subordinated Notes in accordance with the relevant
       provisions of this Agreement;

PROVIDED that (x) if all or any portion of such Net Asset Sale Proceeds referred
to in preceding clauses (I) and (II) are not so used within the one year period
following the date of the respective receipt of such Net Asset Sale Proceeds
(or, in any such case, if during such one year period the Borrower delivers to
the Administrative Agent an officer's certificate certifying that the Board of
Directors of the Borrower has adopted an investment plan to so use such portion
of such Net Asset Sale Proceeds within the two year period following the date of
the respective receipt of such Net Asset Sale Proceeds, within such two year
period), such remaining portion not so used shall be applied on the last day of
such one year (or two year, as the case may be) period as a mandatory repayment
of principal of outstanding Term Loans in accordance with the requirements of
Sections 4.02(j) and (k), (y) if all or any portion of the Excluded Timberlands
Disposition Proceeds are not applied as contemplated by the preceding clause
III(iv) by the 60th day following the receipt of such Excluded Timberlands
Disposition Proceeds, such remaining portion not so used shall be applied on
such Business Day as a mandatory prepayment of principal of outstanding Term
Loans in accordance with the requirements of Sections 4.02(j) and (k) and (z) so
long as no Default or Event of Default exists, the Net Asset Sale Proceeds from
Timberlands Dispositions shall not give rise to a mandatory prepayment on the
date of receipt thereof until the Net Asset Sale Proceeds not applied by reason
of this clause (z) equals or exceeds $2,500,000 in which event the entire amount
of such unapplied proceeds (and not only the amount in excess of $2,500,000)
shall be so applied. The use of the Net Asset Sale Proceeds pending the
reinvestment thereof pursuant to clause (I) and (II) above shall be subject to
Section 4.02(n). If the Borrower is required to apply any portion of asset sale

                                      -28-

<PAGE>

proceeds to prepay or offer to prepay Indebtedness evidenced by the Senior
Subordinated Notes (under the terms of the Senior Subordinated Notes Indenture),
then notwithstanding anything contained in this Agreement to the contrary the
Borrower shall apply such asset sale proceeds as a mandatory prepayment of the
principal of outstanding Term Loans in accordance with requirements of Sections
4.02(j) and (k).

                  (g) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, within 10 days following
each date after the Restatement Effective Date on which the Borrower or any of
its Subsidiaries receives any Net Insurance/Condemnation Proceeds, an amount
equal to 100% of such Net Insurance/Condemnation Proceeds shall be applied as a
mandatory repayment of principal of outstanding Term Loans in accordance with
the requirements of Sections 4.02(j) and (k); PROVIDED that the Net
Insurance/Condemnation Proceeds received by the Borrower or any of its
Subsidiaries shall not give rise to a mandatory repayment within such 10 day
period so long as (i) no Default or Event of Default shall have occurred and be
continuing and (ii) to the extent that (a) the amount of such Net
Insurance/Condemnation Proceeds, together with other cash available to the
Borrower and its Subsidiaries and permitted to be spent by them on Capital
Expenditures during the relevant period, equals at least 100% of the cost of
replacement or restoration of the properties or assets in respect of which such
Net Insurance/Condemnation Proceeds were paid as determined by the Borrower and
as supported by such estimates or bids from contractors or subcontractors or
such other supporting information as the Administrative Agent may reasonably
accept, (b) the Borrower delivers an officer's certificate to the Administrative
Agent within such 10 day period (x) stating that such Net Insurance/Condemnation
Proceeds have been or shall be used (and, if not so used, have been committed to
be used) within one year of such date of receipt of such Net
Insurance/Condemnation Proceeds to replace or restore any properties or assets
in respect of which such Net Insurance/Condemnation Proceeds were paid, (y)
setting forth the proposed use of Net Insurance/Condemnation Proceeds and such
other information with respect to such proposed use as the Administrative Agent
may reasonably request and (z) certifying its determination as required by
preceding clause (a) and the sufficiency of business interruption insurance as
required by succeeding clause (c), if applicable, and (c) if the amount of such
Net Insurance/Condemnation Proceeds exceeds $100,000,000, the Borrower delivers
such evidence as the Administrative Agent may reasonably request in form and
substance reasonably satisfactory to the Administrative Agent establishing that
the Borrower has sufficient business interruption insurance and will receive
payment thereunder in such amounts and at such times as are necessary to satisfy
all obligations and expenses of the Borrower (including, without limitation, all
debt service requirements, including pursuant to this Agreement), without any
delay or extension thereof, for the period from the date of the respective
casualty, condemnation or other event giving rise to the receipt of such Net
Insurance/Condemnation Proceeds and continuing through the completion of the
replacement or restoration of respective properties or assets; PROVIDED,
HOWEVER, that if all or any portion of such Net Insurance/Condemnation Proceeds
not required to be applied as a mandatory repayment pursuant to the preceding
proviso are not so used within one year after the date of the receipt of such
Net Insurance/Condemnation Proceeds (or, in any such case, if during such one
year period the Borrower delivers an officer's certificate to the Administrative
Agent certifying that the Board of Directors of the Borrower has adopted an
investment plan to so use such portion of such Net Insurance/Condemnation
Proceeds within the two year period following the date of the respective receipt
of such Net Insurance/Condemnation Proceeds, within such two year period), then
such remaining portion not so used shall be applied on the last day of such one
year (or two year, as the case may be) period to prepay Term Loans in accordance
with the requirements of Sections

                                      -29-

<PAGE>

4.02(j) and (k). The use of the Net Insurance/Condemnation Proceeds pending the
application thereof as contemplated above shall be subject to Section 4.02(n).

                  (h) In addition to any other mandatory repayments pursuant to
this Section 4.02, on each Excess Cash Payment Date, an amount equal to the
Applicable Excess Cash Flow Percentage of the Excess Cash Flow for the relevant
Excess Cash Payment Period shall be applied as a mandatory repayment of
principal of outstanding Term Loans in accordance with the requirements of
Sections 4.02(j) and (k).

                  (i) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, (i) on the Permitted
Receivables Facility Transaction Date an amount equal to the Initial Permitted
Receivables Facility Proceeds received by the Receivables Sellers on such date
and (ii) on each date after the Permitted Receivables Facility Transaction Date
upon which the Attributed Receivables Facility Indebtedness is incurred, the
amount (if any) by which the aggregate Attributed Receivables Facility
Indebtedness at such time exceeds the Permitted Receivables Facility Threshold
Amount as then in effect, in each case shall be applied as a mandatory repayment
of principal of outstanding Term Loans in accordance with the requirements of
Sections 4.02(j) and (k).

                  (j) Each amount required to be applied to Term Loans (or to
the Total Term Loan Commitment) pursuant to Sections 4.02(d), (e), (f), (g), (h)
and (i) shall be applied, subject to modification of such application as set
forth in Section 4.02(n), PRO RATA to each Tranche of Term Loans based upon the
then remaining principal amounts of the respective Tranches (with each Tranche
of Term Loans to be allocated that percentage of the amount to be applied as is
equal to a fraction (expressed as a percentage) the numerator of which is the
then outstanding principal amount of such Tranche of Term Loans (or, if the
Restatement Effective Date has not yet occurred, the aggregate Term Loan
Commitments of the Lenders with respect to such Tranche) and the denominator of
which is equal to the then outstanding principal amount of all Term Loans (or,
if the Restatement Effective Date has not yet occurred, the then Total Term Loan
Commitment)). Any amount required to be applied to any Tranche of Term Loans
pursuant to Sections 4.02(d), (e), (f), (g), (h) and (i) shall be applied to
repay the outstanding principal amount of Term Loans of the respective Tranche
then outstanding (or, if the Restatement Effective Date has not yet occurred, to
reduce the Total Tranche A Term Loan Commitment or the Total Tranche B Term Loan
Commitment, as the case may be). The amount of each principal repayment of Term
Loans (and the amount of each reduction to the Term Loan Commitments) made as
required by Sections 4.02(d), (e), (f), (g), (h) and (i) shall be applied to
reduce the then remaining Scheduled Repayments of the respective Tranche on a
PRO RATA basis (based upon the then remaining principal amounts of the Scheduled
Repayments of the respective Tranche after giving effect to all prior reductions
thereto); PROVIDED that unless the Borrower notifies the Administrative Agent in
writing that it does not desire that such repayment (or reduction) be applied as
provided in this proviso, any such repayment (or reduction) shall first be
applied in direct order of maturity to reduce the then remaining Scheduled
Repayments of the respective Tranche of Term Loans which are due within 24
months after the date of such repayment (or reduction), with any excess amount
of such repayment (or reduction) to be applied to the then remaining Scheduled
Repayments on a PRO RATA basis as otherwise provided above in this sentence.

                                      -30-

<PAGE>

                  (k) With respect to each repayment of Loans required by this
Section 4.02, the Borrower may designate the Types of Loans of the respective
Tranche which are to be repaid and, in the case of Eurodollar Loans, the
specific Borrowing or Borrowings of the respective Tranche pursuant to which
made, PROVIDED that: (i) repayments of Eurodollar Loans pursuant to this Section
4.02 may only be made on the last day of an Interest Period applicable thereto
unless all Eurodollar Loans of the respective Tranche with Interest Periods
ending on such date of required repayment and all Base Rate Loans of the
respective Tranche have been paid in full; (ii) if any repayment of Eurodollar
Loans made pursuant to a single Borrowing shall reduce the outstanding
Eurodollar Loans made pursuant to such Borrowing to an amount less than the
Minimum Borrowing Amount with respect thereto, such Borrowing shall be converted
at the end of the then current Interest Period into a Borrowing of Base Rate
Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall
be applied PRO RATA among such Loans. In the absence of a designation by the
Borrower as described in the preceding sentence, the Administrative Agent shall,
subject to the above, make such designation in its sole discretion.

                  (l) Notwithstanding anything to the contrary contained
elsewhere in this Agreement, (i) all then outstanding Swingline Loans shall be
repaid in full on the Swingline Expiry Date and (ii) all other then outstanding
Loans shall be repaid in full on the respective Maturity Date for such Loans.

                  (m) Notwithstanding anything to the contrary contained in this
Section 4.02 or elsewhere in this Agreement, (x) the Borrower shall have the
option, in its sole discretion, to give the Lenders with outstanding Tranche B
Term Loans (the "TRANCHE B TERM LENDERS") the option to waive a voluntary
prepayment of such Loans pursuant to Section 4.01 (a "WAIVABLE VOLUNTARY
REPAYMENT") and (y) the Tranche B Lenders shall have the option, without the
consent of the Borrower, to waive a mandatory repayment of such Loans pursuant
to Section 4.02(d), (e), (f), (g), (h) and/or (i) (other than a mandatory
repayment of such Loans pursuant to Section 4.02(f) required to be made with the
Net Asset Sale Proceeds of the Timberlands Dispositions) (each such repayment, a
"WAIVABLE MANDATORY REPAYMENT") upon the terms and provisions set forth in this
Section 4.02(m). The Borrower shall give the Administrative Agent written notice
at least five Business Days prior to (i) the date of each Waivable Voluntary
Repayment, if it elects to exercise the option in clause (x) of the immediately
preceding sentence and (ii) the date of each Waivable Mandatory Repayment, which
notice the Administrative Agent shall promptly forward to all Tranche B Term
Lenders (indicating in such notice the amount of such repayment to be applied to
each such Lender's outstanding Term Loans under such Tranches). The Borrower's
offer to permit such Lenders to waive any such Waivable Voluntary Prepayment may
apply to all or part of such repayment, PROVIDED that any offer to waive part of
such repayment must be made ratably to such Lenders on the basis of their
outstanding Tranche B Term Loans. In the event any such Tranche B Term Lender
desires to waive such Lender's right to receive any such Waivable Voluntary
Repayment or Waivable Mandatory Repayment, as the case may be, in whole or in
part, such Lender shall so advise the Administrative Agent no later than the
close of business two Business Days after the date of such notice from the
Administrative Agent, which notice shall also include the amount such Lender
desires to receive in respect of such repayment. If any Lender does not reply to
the Administrative Agent within such two Business Day period, it will be deemed
not to have waived any part of such repayment. If any Lender does not specify an
amount it wishes to receive, it will be deemed to have accepted 100% of the
total payment. In the event that any such Lender waives all or part of such
right to receive any such Waivable Voluntary Repayment or Waivable Mandatory

                                      -31-

<PAGE>

Repayment, the Administrative Agent shall apply 100% of the amount so waived by
such Lender to the Tranche A Term Loans in accordance with Section 4.01 or
Section 4.02(j), as the case may be. Notwithstanding the foregoing, in no event
shall the amount of a Waivable Repayment exceed the aggregate principal amount
of Tranche A Term Loans that will be outstanding after Lenders with outstanding
Tranche A Term Loans receive their respective shares of voluntary prepayments or
mandatory repayments, as the case may be, pursuant to Section 4.01 or 4.02(l),
as the case may be (I.E., before giving effect to any application of such
Waivable Repayment to Tranche A Loans pursuant to this Section 4.02(m)).

                  (n) Notwithstanding anything to the contrary set forth above,
if at any time the aggregate amount of Net Asset Sale Proceeds not theretofore
reinvested in Converting Plants or Eligible Assets as permitted pursuant to
clause (I) or (II) of Section 4.02(f), when added to the aggregate amount of Net
Insurance/Condemnation Proceeds not theretofore used to replace or restore any
properties or assets as provided in Section 4.02(g), exceeds $100,000,000, then
the entire amount of such Net Asset Sale Proceeds and/or Net
Insurance/Condemnation Proceeds and not just the portion in excess of
$100,000,000 shall be deposited with the Administrative Agent in a cash
collateral account (the "CASH COLLATERAL ACCOUNT") pursuant to cash collateral
arrangements reasonably satisfactory to the Administrative Agent whereby such
proceeds shall be disbursed to the Borrower from time to time as needed to pay
or reimburse the Borrower or such Subsidiary for actual costs incurred by it in
connection with the purchase of Converting Plants or Eligible Assets or the
replacement or restoration of the respective properties or assets giving rise to
the receipt of such Net Insurance/Condemnation Proceeds, as the case may be,
PROVIDED that (1) at any time while an Event of Default has occurred and is
continuing, the Required Lenders may direct the Administrative Agent (in which
case the Administrative Agent shall, and is hereby authorized by the Borrower
to, follow said directions) to apply any or all proceeds then on deposit in the
Cash Collateral Account to the repayment of Obligations hereunder in the same
manner as proceeds would be applied pursuant to the Security Agreement and (2)
at the election of the Borrower (which election shall be notified in writing to
the Administrative Agent) all or a portion of the amount otherwise required to
be deposited in the Cash Collateral Account shall not be required to be so
deposited but instead shall be applied to repay outstanding Revolving Loans
(whereupon an amount equal to the aggregate principal amount of Revolving Loans
so repaid shall be added to the Blocked Commitment and a portion of the Total
Revolving Loan Commitment equal to the Blocked Commitment then in effect shall
automatically (and without further action) be blocked), PROVIDED that the
Borrower shall not have the right to make such an election to the extent that,
after giving effect thereto, the Total Revolving Loan Commitment would not
exceed the Blocked Commitment by at least $50,000,000.

                  4.03 METHOD AND PLACE OF PAYMENT. Except as otherwise
specifically provided herein, all payments under this Agreement or any Note
shall be made to the Administrative Agent for the account of the Lender or
Lenders entitled thereto not later than 12:00 Noon (New York time) on the date
when due and shall be made in Dollars in immediately available funds at the
Payment Office. Any payments under this Agreement or under any Note which are
made later than 12:00 Noon (New York time) shall be deemed to have been made on
the next succeeding Business Day. Whenever any payment to be made hereunder or
under any Note shall be stated to be due on a day which is not a Business Day,
the due date thereof shall be extended to the next succeeding Business Day and,
with respect to payments of principal, interest shall be payable at the
applicable rate during such extension.

                                      -32-

<PAGE>

                  4.04 NET PAYMENTS; TAXES. (a) All payments made by any Credit
Party hereunder or under any Note will be made without setoff, counterclaim or
other defense. Except as provided in Section 4.04(b), all such payments will be
made free and clear of, and without deduction or withholding for, any present or
future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority thereof or therein with respect to such payments
(but excluding, except as provided in the second succeeding sentence, any tax
imposed on or measured by the net income or net profits of a Lender pursuant to
the laws of the jurisdiction in which it is organized or the jurisdiction in
which the principal office or applicable lending office of such Lender is
located or any subdivision thereof or therein) and all interest, penalties or
similar liabilities with respect to such non-excluded taxes, levies, imposts,
duties, fees, assessments or other charges (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as "TAXES"). If any Taxes are so levied or imposed, the Borrower
agrees to pay the full amount of such Taxes, and such additional amounts as may
be necessary so that every payment of all amounts due under this Agreement or
under any Note, after withholding or deduction for or on account of any Taxes,
will not be less than the amount provided for herein or in such Note. If any
amounts are payable in respect of Taxes pursuant to the preceding sentence, the
Borrower agrees to reimburse each Lender, upon the written request of such
Lender, for taxes imposed on or measured by the net income or net profits of
such Lender pursuant to the laws of the jurisdiction in which such Lender is
organized or in which the principal office or applicable lending office of such
Lender is located or under the laws of any political subdivision or taxing
authority of any such jurisdiction in which such Lender is organized or in which
the principal office or applicable lending office of such Lender is located and
for any withholding of taxes as such Lender shall determine are payable by, or
withheld from, such Lender, in respect of such amounts so paid to or on behalf
of such Lender pursuant to the preceding sentence and in respect of any amounts
paid to or on behalf of such Lender pursuant to this sentence. The Borrower will
furnish to the Administrative Agent within 45 days after the date the payment of
any Taxes is due pursuant to applicable law certified copies of tax receipts or,
to the extent such tax receipts are not available, other items reasonably
evidencing such payment by the Borrower. The Borrower agrees to indemnify and
hold harmless each Lender, and reimburse such Lender upon its written request,
for the amount of any Taxes so levied or imposed and paid by such Lender.

                  (b) Each Lender that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax
purposes agrees to deliver to the Borrower and the Administrative Agent on or
prior to the Restatement Effective Date, or in the case of a Lender that is an
assignee or transferee of an interest under this Agreement pursuant to Section
1.13 or 13.04 (unless the respective Lender was already a Lender hereunder
immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender, (i) two accurate and complete original
signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with
respect to a complete exemption under an income tax treaty) (or successor forms)
certifying to such Lender's entitlement as of such a date to a complete
exemption from United States withholding tax with respect to payments to be made
under this Agreement and under any Note, or (ii) if the Lender is not a "bank"
within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either
Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete
exemption under an income tax treaty) pursuant to clause (i) above, (x) a
certificate substantially in the form of Exhibit D (any such certificate, a
"SECTION 4.04(b)(ii) CERTIFICATE") and (y) two accurate and complete original
signed copies of Internal Revenue Service Form W-8BEN (with respect to the


                                      -33-

<PAGE>

portfolio interest exemption) (or successor form) certifying to such Lender's
entitlement to a complete exemption from United States withholding tax with
respect to payments of interest to be made under this Agreement and under any
Note. In addition, each Lender agrees that from time to time after the
Restatement Effective Date, when a lapse in time or change in circumstances
renders the previous certification obsolete or inaccurate in any material
respect, it will deliver to the Borrower and the Administrative Agent two new
accurate and complete original signed copies of Internal Revenue Service Form
W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax
treaty), or Form W8-BEN (with respect to the portfolio interest exemption) and a
Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may
be required in order to confirm or establish the entitlement of such Lender to a
continued exemption from or reduction in United States withholding tax with
respect to payments under this Agreement and any Note, or it shall immediately
notify the Borrower and the Administrative Agent of its inability to deliver any
such Form or Certificate, in which case such Lender shall not be required to
deliver any such Form or Certificate pursuant to this Section 4.04(b).
Notwithstanding anything to the contrary contained in Section 4.04(a), but
subject to Section 13.04(b) and the immediately succeeding sentence, (x) the
Borrower shall be entitled, to the extent it is required to do so by law, to
deduct or withhold income or similar taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from interest,
Fees or other amounts payable hereunder for the account of any Lender which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for U.S. Federal income tax purposes to the extent that such Lender
has not provided to the Borrower U.S. Internal Revenue Service Forms that
establish a complete exemption from such deduction or withholding and (y) the
Borrower shall not be obligated pursuant to Section 4.04(a) hereof to gross-up
payments to be made to a Lender in respect of income or similar taxes imposed by
the United States if (I) such Lender has not provided to the Borrower the
Internal Revenue Service Forms required to be provided to the Borrower pursuant
to this Section 4.04(b) or (II) in the case of a payment, other than interest,
to a Lender described in clause (ii) above, to the extent that such Forms do not
establish a complete exemption from withholding of such taxes. Notwithstanding
anything to the contrary contained in the preceding sentence or elsewhere in
this Section 4.04 and except as set forth in Section 13.04(b), the Borrower
agrees to pay any additional amounts and to indemnify each Lender in the manner
set forth in Section 4.04(a) (without regard to the identity of the jurisdiction
requiring the deduction or withholding) in respect of any Taxes deducted or
withheld by it as described in the immediately preceding sentence as a result of
any changes that are effective after the Restatement Effective Date in any
applicable law, treaty, governmental rule, regulation, guideline or order, or in
the interpretation thereof, relating to the deducting or withholding of such
Taxes.

                  (c) If the Borrower pays any additional amount under this
Section 4.04 to a Lender and such Lender determines in its sole discretion that
it has actually received or realized in connection therewith any refund or any
reduction of, or credit against, its tax liabilities in or with respect to the
taxable year in which the additional amount is paid (a "TAX BENEFIT"), such
Lender shall pay to the Borrower an amount that the Lender shall, in its sole
discretion, determine is equal to the net benefit, after tax, which was obtained
by the Lender in such year as a consequence of such Tax Benefit; provided,
however, that (i) any Lender may determine, in its sole discretion consistent
with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes
that are imposed on a Lender as a result of a disallowance or reduction
(including through the expiration of any tax credit carryover or carryback of
such Lender that otherwise would not have expired) of any Tax Benefit with
respect to which such Lender has made a payment to the Borrower pursuant to this
Section

                                      -34-

<PAGE>

4.04(c) shall be treated as a Tax for which the Borrower is obligated to
indemnify such Lender pursuant to this Section 4.04 without any exclusions or
defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to
disclose any confidential information to the Borrower (including, without
limitation, its tax returns).

                  (d) The provisions of this Section 4.04 are subject to the
provisions of Section 13.15 (to the extent applicable).

                  SECTION 5. CONDITIONS PRECEDENT TO RESTATEMENT EFFECTIVE DATE.
The occurrence of the Restatement Effective Date and the obligation of each
Lender to make Loans, and the obligation of each Issuing Lender to issue Letters
of Credit, in each case on the Restatement Effective Date, is subject at the
time of the making of such Loans or the issuance of such Letters of Credit to
the satisfaction of the following conditions:

                  5.01 EXECUTION OF AGREEMENT; NOTES. On or prior to the
Restatement Effective Date (i) this Agreement shall have been executed and
delivered as provided in Section 13.10 and (ii) there shall have been delivered
to the Administrative Agent, for the account of each Lender which has requested
the same, the appropriate Tranche A Term Note, Tranche B Term Note and/or
Revolving Note, and to the Swingline Lender, if so requested, the Swingline
Note, in each case executed by the Borrower and in the amount, maturity and as
otherwise provided herein.

                  5.02 FEES, ETC. On the Restatement Effective Date, all costs,
fees and expenses and all other compensation (including, without limitation,
legal fees and expenses, title insurance premiums, survey charges and recording
taxes and fees) payable to the Agents, the Co-Lead Arrangers and the Lenders
shall have been paid to the extent then due and to the extent that a statement
or statements for such amounts shall have been provided to the Borrower by no
later than the Business Day immediately preceding the Restatement Effective
Date.

                  5.03 OPINIONS OF COUNSEL. On the Restatement Effective Date,
the Administrative Agent shall have received from Kirkland & Ellis, special
counsel to the Borrower and its Subsidiaries, an opinion addressed to the
Agents, the Collateral Agent and each of the Lenders and dated the Restatement
Effective Date which opinion shall cover the matters contained in Exhibit E and
such other matters incident to the transactions contemplated herein as the
Agents and the Required Lenders may reasonably request and in form and substance
reasonably satisfactory to the Agents and the Required Lenders.

                  5.04 CORPORATE DOCUMENTS; PROCEEDINGS; ETC. (a) On the
Restatement Effective Date, the Administrative Agent shall have received a
certificate, dated the Restatement Effective Date, signed by the Chairman of the
Board, the Chief Financial Officer, the President or any Vice President of each
Credit Party, and attested to by the Secretary or any Assistant Secretary of
such Credit Party, as the case may be, in the form of Exhibit F with appropriate
insertions, together with copies of the Certificate of Incorporation and By-Laws
(or equivalent organizational documents) of such Credit Party and the
resolutions of such Credit Party referred to in such certificate, and the
foregoing shall be reasonably satisfactory to the Agents.

                  (b) All corporate and legal proceedings and all material
instruments and agreements in connection with the transactions contemplated by
this Agreement and the other Documents

                                      -35-

<PAGE>

shall be reasonably satisfactory in form and substance to the Agents and the
Required Lenders, and the Administrative Agent shall have received all
information and copies of all documents and papers, including records of
corporate proceedings, governmental approvals, good standing certificates and
bring-down telegrams or facsimiles, if any, which any Agent reasonably may have
requested in connection therewith, such documents and papers where appropriate
to be certified by proper corporate or governmental authorities.

                  5.05 EMPLOYEE BENEFIT PLANS; SHAREHOLDERS' AGREEMENTS;
MANAGEMENT AGREEMENTS; DEBT AGREEMENTS; TAX SHARING AGREEMENTS; EMPLOYMENT
AGREEMENTS; COLLECTIVE BARGAINING AGREEMENTS AND MATERIAL CONTRACTS. (a) On
the Restatement Effective Date, there shall have been made available or
delivered to the Administrative Agent true and correct copies, certified as
true and complete by an appropriate officer of the Borrower, of the following
documents, in each case as the same will be in effect on the Restatement
Effective Date (in each case except to the extent already delivered to the
Administrative Agent on the Original Effective Date):

                 (i) all Plans (and for each Plan that is required to file an
         annual report on Internal Revenue Service Form 5500-series, a copy of
         the most recent such report (including, to the extent required, the
         related financial and actuarial statements and opinions and other
         supporting statements, certifications, schedules and information), and
         for each Plan that is a "single-employer plan," as defined in Section
         4001(a)(15) of ERISA, the most recently prepared actuarial valuation
         therefor) and any other "employee benefit plans," as defined in Section
         3(3) of ERISA, and any other material agreements, plans or
         arrangements, with or for the benefit of current or former employees of
         the Borrower or any of its Subsidiaries or any ERISA Affiliate
         (provided that the foregoing shall apply in the case of any
         multiemployer plan, as defined in 4001(a)(3) of ERISA, only to the
         extent that any document described therein is in the possession of the
         Borrower or any of its Subsidiaries or any ERISA Affiliate or
         reasonably available thereto from the sponsor or trustee of any such
         plan) (collectively, the "EMPLOYEE BENEFIT PLANS").

                  (b) On the Restatement Effective Date, there shall have been
delivered to the Administrative Agent true and correct copies, certified as true
and complete by an officer of the Borrower, of the following documents, in each
case as the same will be in effect on the Restatement Effective Date (in each
case except to the extent already delivered to the Administrative Agent on the
Original Effective Date):

                 (i) all agreements entered into by the Borrower or any of its
         Subsidiaries governing the terms and relative rights of its capital
         stock and any agreements entered into by shareholders relating to any
         such entity with respect to its capital stock (collectively, the
         "SHAREHOLDERS' AGREEMENTS");

                (ii) all agreements with members of, or with respect to, the
         management of the Borrower or any of its Subsidiaries after giving
         effect to the Transaction (collectively, the "MANAGEMENT AGREEMENTS");

               (iii) all agreements evidencing or relating to Indebtedness of
         the Borrower or any of its Subsidiaries which is to remain outstanding
         immediately after giving effect to the Transaction (collectively, the
         "DEBT AGREEMENTS");

                                      -36-

<PAGE>

                (iv) all tax sharing, tax allocation and other similar
         agreements entered into by the Borrower or any of its Subsidiaries
         (collectively, the "TAX SHARING AGREEMENTS");

                 (v) any material employment agreements to which the Borrower or
         any of its Subsidiaries is a party after giving effect to the
         Transaction (collectively, the "EMPLOYMENT AGREEMENTS");

                (vi) all collective bargaining agreements applying or relating
         to any employee of the Borrower or any of its Subsidiaries after giving
         effect to the Transaction (collectively, the "COLLECTIVE BARGAINING
         AGREEMENTS"); and

               (vii) all other material contracts and licenses of the Borrower
         and any of its Subsidiaries after giving effect to the Transaction
         (collectively, the "MATERIAL CONTRACTS");

all of which Employee Benefit Plans, Shareholders' Agreements, Management
Agreements, Debt Agreements, Tax Sharing Agreements, Employment Agreements,
Collective Bargaining Agreements and Material Contracts shall be in form and
substance reasonably satisfactory to the Agents and shall be in full force and
effect on the Restatement Effective Date.

                  5.06 EXISTING CREDIT AGREEMENT. On the Restatement Effective
Date, Existing Loans shall have been paid in full (or shall have been converted
into Loans hereunder as contemplated by Section 13.10) and all interest, fees
and other amounts accrued and unpaid under the Existing Credit Agreement shall
have been paid in full (including, without limitation, amounts payable pursuant
to Section 1.11 of the Existing Credit Agreement and accrued and unpaid
commitment fees, letter of credit fees and facing fees).

                  5.07 PLEDGE AGREEMENT. On or prior to the Restatement
Effective Date, the Credit Parties shall furnish to the Administrative Agent
true and correct updates, as necessary, to the schedules to the Pledge Agreement
(as prepared as of the Restatement Effective Date and after giving effect
thereto) and each Credit Party shall deliver to the Collateral Agent, as
Pledgee, all of the Pledged Securities, if any, referred to therein that are
owned by such Credit Party (to the extent not already delivered pursuant to the
Pledge Agreement) (x) endorsed in blank in the case of promissory notes
constituting Pledged Securities and (y) together with executed and undated stock
powers, in the case of capital stock constituting Pledged Securities.

                  5.08 SECURITY AGREEMENT. On or prior to the Restatement
Effective Date, the Credit Parties shall furnish to the Administrative Agent
true and correct updates, as necessary, to the schedules to the Security
Agreement (as prepared as of the Restatement Effective Date and after giving
effect thereto). In addition, each Subsidiary of the Borrower which becomes
party to the Security Agreement on the Restatement Effective Date shall, in
addition to executing counterparts of the Security Agreement as required above,
deliver the following:

                  (a) proper Financing Statements (Form UCC-1) fully executed
         for filing under the UCC or other appropriate filing offices of each
         jurisdiction as may be necessary or, in the reasonable opinion of the
         Collateral Agent, desirable to perfect the security interests purported
         to be created by the Security Agreement, as the case may be;

                                      -37-

<PAGE>

                  (b) certified copies of Requests for Information or Copies
         (Form UCC-11), or equivalent reports, listing all effective financing
         statements that name such Credit Party as debtor and that are filed in
         the jurisdictions referred to in clause (a) above, together with copies
         of such other financing statements that name any such Credit Party as
         debtor (none of which shall cover the Collateral except to the extent
         evidencing Permitted Liens or in respect of which the Collateral Agent
         shall have received termination statements (Form UCC-3 or such other
         termination statements as shall be required by local law) fully
         executed for filing); and

                  (c) evidence that all other actions reasonably necessary
         (including the amending of any existing financing statements) or, in
         the reasonable opinion of the Collateral Agent, desirable to perfect
         and protect (or maintain the perfection of) the security interests
         purported to be created (or maintained) by the Security Agreement have
         been taken.

                  5.09 SUBSIDIARY CREDIT PARTIES; ETC. (a) On or prior to the
Restatement Effective Date, each Subsidiary Guarantor shall have executed and
delivered a counterpart of this Agreement, pursuant to which it makes the
acknowledgments in the form appearing before the signature pages of the
Subsidiary Guarantors at the end of this Agreement.

                  (b) On or prior to the Restatement Effective Date, each
Subsidiary Guarantor which was not a Subsidiary Guarantor immediately before
giving effect to the Restatement Effective Date, shall have duly authorized,
executed and delivered counterparts of the Subsidiaries Guaranty, the Security
Agreement and the Pledge Agreement, thereby becoming parties thereto.

                  5.10 MORTGAGE AMENDMENTS; TITLE INSURANCE; ETC. On the
Restatement Effective Date, the Collateral Agent shall have received:

                  (a) fully executed counterparts of amendments to the Original
         Mortgages (other than the Woodland Mortgages) in each case in form and
         substance reasonably satisfactory to the Collateral Agent (as amended,
         modified or supplemented from time to time, each, a "MORTGAGE
         AMENDMENT" and, collectively, the "MORTGAGE AMENDMENTS"), which
         Mortgage Amendments shall cover such of the Real Property owned or
         leased by the Borrower or any Subsidiary Guarantor as shall be
         designated as "Mortgage Amendment Properties" on Schedule III (each, a
         "MORTGAGE AMENDMENT PROPERTY" and, collectively, the "MORTGAGE
         AMENDMENT PROPERTIES"), together with evidence that counterparts of the
         Mortgage Amendments have been delivered to the title insurance company
         insuring the Lien of the Original Mortgages for recording in all places
         to the extent necessary or, in the reasonable opinion of the Collateral
         Agent, desirable to effectively maintain a valid and enforceable first
         priority mortgage lien on such Mortgage Amendment Properties, subject
         only to Permitted Encumbrances, in favor of the Collateral Agent (or
         such other trustee as may be required or desired under local law) for
         the benefit of the Secured Creditors;

                  (b) endorsements satisfactory to the Collateral Agent to each
         Original Mortgage Policy (the "ENDORSEMENTS") issued by Chicago Title
         Insurance Company assuring the Collateral Agent that the Original
         Mortgages insured pursuant to such Original Mortgage Policy, as amended
         by the Mortgage Amendments, continue as valid and enforceable first
         priority mortgage liens on the respective Mills, free and clear of all
         defects and

                                      -38-

<PAGE>

         encumbrances except Permitted Encumbrances, and such Endorsements
         shall otherwise be in form and substance reasonably satisfactory to
         the Collateral Agent; and

                  (c) updated commitments to issue title insurance policies from
         Chicago Title Insurance Company on each Mortgage Amendment Property
         other than the Mills and the Woodland Properties in form and substance
         satisfactory to the Collateral Agent.

                  5.11 MATERIAL ADVERSE CHANGE, ETC. Since December 31, 1999,
nothing shall have occurred which has had, or would reasonably be expected to
have, (i) a material adverse effect on the rights or remedies of the Lenders or
the Agents hereunder or under any other Credit Document or on the ability of any
Credit Party to perform its obligations to them hereunder or under any other
Credit Document or (ii) a Material Adverse Effect.

                  5.12 LITIGATION. On the Restatement Effective Date, no
actions, suits, proceedings or investigations by any entity (private or
governmental) shall be pending or threatened (a) with respect to this Agreement
or any other Document or (b) which would reasonably be expected to have (i) a
Material Adverse Effect or (ii) a material adverse effect on the Transaction,
the rights or remedies of the Lenders or the Agents hereunder or under any other
Credit Document or on the ability of any Credit Party to perform its respective
obligations to the Lenders or the Agents hereunder or under any other Credit
Document.

                  5.13 INSURANCE. On or before the Restatement Effective Date,
the Borrower shall cause to be delivered to the Administrative Agent
certificates of insurance complying with the requirements of Section 8.03 for
the business and properties of the Borrower and its Subsidiaries, in scope, form
and substance reasonably satisfactory to the Agents and naming the Collateral
Agent as an additional insured, mortgagee and/or loss payee, and stating that
such insurance shall not be canceled or revised without 30 days' prior written
notice by the insurer to the Collateral Agent.

                  5.14 PROJECTIONS. On or prior to the Restatement Effective
Date, the Agents and the Lenders shall have received true and correct copies of
the Projections referred to in Section 7.05 and all of the foregoing shall be in
form and substance reasonably satisfactory to the Agents and the Required
Lenders.

                  5.15 MARKET DISRUPTION, ETC. On or prior to the Restatement
Effective Date, there shall have been no material change in or material
disruption of financial, bank syndication or capital market conditions (from
those which existed on May 18, 2000) that in the good faith judgment of the
Co-Lead Arrangers would reasonably be expected to have a material adverse effect
on syndication of the Loans and/or the Commitments.

                  SECTION 6. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS. The
obligation of each Lender to make Loans (including Loans made on the Restatement
Effective Date but excluding Mandatory Borrowings made thereafter, which shall
be made as provided in Section 1.01(e)), and the obligation of an Issuing Lender
to issue any Letter of Credit, is subject, at the time of each such Credit Event
(except as hereinafter indicated), to the satisfaction of the following
conditions:

                  6.01 NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time
of each such Credit Event and also after giving effect thereto (i) there shall
exist no Default or Event of Default and (ii) all representations and warranties
contained herein or in any other Credit Document shall be true and

                                      -39-

<PAGE>

correct in all material respects with the same effect as though such
representations and warranties had been made on the date of such Credit Event
(it being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects only as of such specified date).

                  6.02 NOTICE OF BORROWING; LETTER OF CREDIT REQUEST. (a) Prior
to the making of each Loan (excluding Swingline Loans and Mandatory Borrowings),
the Administrative Agent shall have received the notice required by Section
1.03(a). Prior to the making of any Swingline Loan, the Swingline Lender shall
have received the notice required by Section 1.03(b)(i).

                  (b) Prior to the issuance of each Letter of Credit, the
Administrative Agent and the respective Issuing Lender shall have received a
Letter of Credit Request meeting the requirements of Section 2.02(a).

The occurrence of the Restatement Effective Date and the acceptance of the
proceeds of each Credit Event shall constitute a representation and warranty by
the Borrower to the Administrative Agent and each of the Lenders that all the
conditions specified in Section 5 and in this Section 6 and applicable to such
Credit Event have been satisfied as of that time. All of the Notes,
certificates, legal opinions and other documents and papers referred to in
Section 5 and in this Section 6, unless otherwise specified, shall be delivered
to the Administrative Agent at the Notice Office for the account of each of the
Lenders and, except for the Notes, in sufficient counterparts for each of the
Lenders and shall be in form and substance reasonably satisfactory to the
Administrative Agent.

                  SECTION 7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In
order to induce the Lenders to enter into this Agreement and to make the Loans,
and issue (or participate in) the Letters of Credit as provided herein, the
Borrower hereby makes the following representations, warranties and agreements,
all of which shall survive the execution and delivery of this Agreement and the
Notes and the making of the Loans and issuance of the Letters of Credit, with
the occurrence of the Restatement Effective Date and each Credit Event on or
after the Restatement Effective Date being deemed to constitute a representation
and warranty that the matters specified in this Section 7 are true and correct
in all material respects on and as of the Restatement Effective Date, and on the
date of each such Credit Event (it being understood and agreed that any
representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects only as of
such specified date):

                  7.01 CORPORATE STATUS. Each of the Borrower and its
Subsidiaries (i) is a duly organized and validly existing corporation or limited
liability company, as the case may be, in good standing under the laws of the
jurisdiction of its incorporation, (ii) has the corporate or other applicable
power and authority to own its property and assets and to transact the business
in which it is engaged and presently proposes to engage and (iii) is duly
qualified and is authorized to do business and is in good standing in each
jurisdiction where the conduct of its business requires such qualifications
except for failures to be so qualified which, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect.

                  7.02 CORPORATE POWER AND AUTHORITY. Each Credit Party has the
corporate or other applicable power and authority to execute, deliver and
perform the terms and provisions of each of the Documents to which it is party
and has taken all necessary corporate or other applicable action to

                                      -40-

<PAGE>

authorize the execution, delivery and performance by it of each of such
Documents. Each Credit Party has duly executed and delivered each of the
Documents to which it is party, and each of such Documents constitutes the
legal, valid and binding obligation of such Credit Party enforceable in
accordance with its terms, except to the extent that the enforceability
thereof may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws generally
affecting creditors' rights and by equitable principles (regardless of
whether enforcement is sought in equity or at law) and principles of good
faith and fair dealing.

       7.03 NO VIOLATION. Neither the execution, delivery or performance by
any Credit Party of the Documents to which it is a party, nor compliance by
it with the terms and provisions thereof, (i) will contravene any provision
of any applicable law, statute, rule or regulation or any applicable order,
writ, injunction or decree of any court or governmental instrumentality, (ii)
will conflict with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien
(except pursuant to the Security Documents) upon any of the properties or
assets of any Credit Party or any of its Subsidiaries pursuant to the terms
of any indenture, mortgage, deed of trust, credit agreement or loan
agreement, or any other material agreement, contract or instrument, to which
any Credit Party or any of its Subsidiaries is a party or by which it or any
of its property or assets is bound or to which it may be subject (including,
without limitation, the Subordinated Notes Purchase Agreement and the Senior
Subordinated Notes Indenture) or (iii) will violate any provision of the
Certificate of Incorporation or By-Laws (or equivalent organizational
documents) of any Credit Party or any of its Subsidiaries.

       7.04 GOVERNMENTAL APPROVALS. No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except as have been obtained or made on or prior to the Restatement
Effective Date (and which remain in full force and effect on the Restatement
Effective Date)), or exemption by, any foreign or domestic governmental or
public body or authority, or any subdivision thereof, is required to
authorize, or is required in connection with, (i) the execution, delivery and
performance of any Document or (ii) the legality, validity, binding effect or
enforceability of any Document.

                  7.05 FINANCIAL STATEMENTS; FINANCIAL CONDITION; UNDISCLOSED
LIABILITIES; PROJECTIONS; ETC. (a) The consolidated balance sheets of the
Containerboard Group for the fiscal years ended on December 31, 1996,
December 31, 1997 and December 31, 1998, respectively, and the related
consolidated statements of income, cash flows and interdivision account of
the Containerboard Group for the fiscal years ended on such dates, copies of
which have been furnished to the Lenders prior to the Restatement Effective
Date, present fairly in all material respects the financial position of the
Containerboard Group at the dates of such balance sheets and the results of
the operations of the Containerboard Group for the periods covered thereby.
All of the foregoing historical financial statements have been prepared in
accordance with generally accepted accounting principles consistently applied.

                  (b) The unaudited PRO FORMA consolidated balance sheet and
related statement of income of the Borrower and its Subsidiaries (including the
Containerboard Business) as of December 31, 1998 and for the fiscal year ended
on such date, after giving effect to the Transaction (as defined in the Existing
Credit Agreement), copies of which have been furnished to the Lenders prior to
the Restatement Effective Date, present fairly in all material respects the PRO
FORMA


                                        -41-

<PAGE>

consolidated financial position of the Borrower and its Subsidiaries as at
December 31, 1998, and the PRO FORMA consolidated results of operations of
the Borrower and its Subsidiaries for the period covered thereby (assuming
the Contribution (as defined in the Existing Credit Agreement) had occurred
on December 31, 1998 (in the case of such balance sheet) and on January 1,
1998 (in the case of the related income statement)).

                  (c) The consolidated balance sheet of the Borrower and its
Subsidiaries at December 31, 1999 and March 31, 2000 and the related
consolidated statements of operations, cash flows and, in the case of the
December 31, 1999 financial statements only, shareholders' equity of the
Borrower and its Subsidiaries for the fiscal periods ended December 31, 1999
and March 31, 2000, as the case may be, copies of which have been furnished
to the Lenders prior to the Restatement Effective Date, present fairly the
financial position of the Borrower and its Subsidiaries at the date of such
balance sheets and the results of the operations of the Borrower and its
Subsidiaries for the periods covered thereby. All such financial statements
have been prepared in accordance with generally accepted accounting
principles consistently applied.

                  (d) On and as of the Restatement Effective Date, with
respect to each of the Borrower, individually, and the Borrower and its
Subsidiaries taken as a whole, (x) the sum of the assets, at a fair
valuation, of the Borrower, individually, and the Borrower and its
Subsidiaries taken as a whole, will exceed its (or their) debts; (y) it has
(or they have) not incurred and does (or do) not intend to incur, nor
believes (or believe) that it (or they) will incur debts beyond its (or
their) ability to pay such debts as such debts mature; and (z) it (or they)
will have sufficient capital with which to conduct its (or their) business.
For purposes of this Section 7.05(d), "debt" means any liability on a claim
and "claim" means (i) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or
(ii) right to an equitable remedy for breach of performance if such breach
gives rise to a payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured.

                  (e) Except as fully disclosed in the financial statements
delivered pursuant to Section 7.05(c), there were as of the Restatement
Effective Date no liabilities or obligations with respect to the Borrower or
any of its Subsidiaries of any nature whatsoever (whether absolute, accrued,
contingent or otherwise and whether or not due) which, either individually or
in the aggregate, would be adversely material to the Borrower or any of its
Subsidiaries. As of the Restatement Effective Date, none of the Credit
Parties knows of any basis for the assertion against it or the Containerboard
Business of any liability or obligation of any nature that is not fully
disclosed in the financial statements delivered pursuant to Section 7.05(c)
which, either individually or in the aggregate, have or would reasonably be
likely to have a Material Adverse Effect.

                  (f) On and as of the Restatement Effective Date, the
Projections which have been delivered to the Administrative Agent and the
Lenders on or prior to the Restatement Effective Date are based on good faith
estimates and assumptions believed by management of the Borrower to be
reasonable as of the date of such Projections. On the Restatement Effective
Date, the Borrower believes that the Projections are reasonable and
attainable (it being understood that nothing contained in this Section
7.05(f) shall constitute a representation that the results forecasted in such
Projections will in fact be achieved). There is no fact known to the Borrower
or any of its Subsidiaries which would have a Material Adverse Effect which
has not been disclosed herein or in

                                    -42-

<PAGE>

such documents, certificates and statements furnished to the Lenders for use
in connection with the transactions contemplated hereby.

                  (g) Since December 31, 1999, nothing has occurred that has
had or would reasonably be expected to have a Material Adverse Effect.

                  7.06 LITIGATION. There are no actions, suits, proceedings
or investigations pending or, to the knowledge of the Borrower, threatened
(i) on the Restatement Effective Date with respect to any Document or (ii)
with respect to any Credit Party or any of its Subsidiaries (x) that could
reasonably be expected to have a Material Adverse Effect or (y) that could
reasonably be expected to have a material adverse effect on the rights or
remedies of the Agents or the Lenders or on the ability of any Credit Party
to perform its respective obligations in any material respect to the Agents
or the Lenders hereunder and under the other Credit Documents to which it is,
or will be, a party.

                  7.07 TRUE AND COMPLETE DISCLOSURE. All factual information
(taken as a whole) prepared by or on behalf of the Borrower or any of its
Subsidiaries and furnished in writing to any Agent or any Lender (including,
without limitation, all information contained in the Documents) for purposes
of or in connection with this Agreement, the other Credit Documents or any
transaction contemplated herein or therein is, and all other such factual
information (taken as a whole) hereafter prepared by or on behalf of any such
Person and furnished in writing to any Agent or any Lender will be, after
giving effect to any written corrections delivered to the Lenders and the
Agents prior to the date this representation is made or deemed made, true and
accurate in all material respects on the date as of which such information is
dated or certified and not incomplete by omitting to state any fact necessary
to make such information (taken as a whole) not misleading in any material
respect at such time in light of the circumstances under which such
information was provided; PROVIDED that this representation shall not apply
to non-Borrower specific information furnished with an express disclaimer.

                  7.08 USE OF PROCEEDS; MARGIN REGULATIONS. (a) All proceeds
of all Loans shall be used for the Borrower's and its Subsidiaries' general
corporate and working capital purposes (including, without limitation, to
make Capital Expenditures, finance Permitted Acquisitions and to repay
Existing Loans on the Restatement Effective Date).

                  (b) No part of the proceeds of any Loan will be used to
purchase or carry any Margin Stock or to extend credit for the purpose of
purchasing or carrying any Margin Stock. Neither the making of any Loan nor
the use of the proceeds thereof nor the occurrence of any other Credit Event
will violate or be inconsistent with the provisions of Regulation T, U or X
of the Board of Governors of the Federal Reserve System.

                  7.09 TAX RETURNS AND PAYMENTS. The Borrower and each of its
Subsidiaries has filed all federal income tax returns and all other material
tax returns, domestic and foreign, required to be filed by it and has paid
all material taxes and assessments payable by it which have become due,
except for those contested in good faith and adequately disclosed and fully
provided for on the financial statements of the Borrower and its Subsidiaries
in accordance with generally accepted accounting principles. The Borrower and
each of its Subsidiaries have at all times paid, or have provided adequate
reserves (in the good faith judgment of the management of the Borrower) for
the payment of, all material federal, state and foreign taxes applicable for
all prior fiscal years and for

                                 -43-

<PAGE>

the current fiscal year to date. There is no action, suit, proceeding,
investigation, audit, or claim now pending or, to the knowledge of the
Borrower or any of its Subsidiaries, threatened by any authority regarding
any material taxes relating to the Borrower or any of its Subsidiaries.
Neither the Borrower nor any of its Subsidiaries has entered into an
agreement or waiver or been requested to enter into an agreement or waiver
extending any statute of limitations relating to the payment or collection of
material taxes of the Borrower or any of its Subsidiaries, or is aware of any
circumstances that would cause the taxable years or other taxable periods of
the Borrower or any of its Subsidiaries not to be subject to the normally
applicable statute of limitations. Except as set forth in Schedule X, neither
the Borrower nor any Subsidiary has incurred, or will incur, any material tax
liability in connection with the Transaction.

                  7.10 COMPLIANCE WITH ERISA. The following paragraphs only
apply to a Multiemployer Plan where specifically mentioned. In each other
instance, the following paragraphs apply to any Multiemployer Plan only to
the extent of the knowledge of the Borrower. In addition, the following
paragraph applies with respect to the Tenneco Retirement Plan and the TPI
Hourly Plan (the "TENNECO PENSION PLANS") only to the extent of the knowledge
of the Borrower, after the exercise of reasonable diligence and due inquiry.
(i) Schedule VII sets forth each Plan; each Plan (and each related trust,
insurance contract or fund) is in substantial compliance with its terms and
with all applicable laws, including, without limitation, ERISA and the Code;
each Plan (and each related trust, if any) which is intended to be qualified
under Section 401(a) of the Code has received or has timely applied for a
determination letter from the Internal Revenue Service to the effect that it
meets the requirements of Sections 401(a) and 501(a) of the Code; except as
would not result in a material liability no Reportable Event has occurred; to
the knowledge of the Borrower, no Plan which is a Multiemployer Plan (as
defined in Section 4001(a)(3) of ERISA) is insolvent or in reorganization; no
Plan has an Unfunded Current Liability which, when added with the Unfunded
Current Liability of each other Plan could result in a material liability; no
Plan which is subject to Section 412 of the Code or Section 302 of ERISA has
an accumulated funding deficiency, within the meaning of such sections of the
Code or ERISA, or has applied for or received a waiver of an accumulated
funding deficiency or an extension of any amortization period, within the
meaning of Section 412 of the Code or Section 303 or 304 of ERISA; all
contributions required to be made with respect to a Plan or a Multiemployer
Plan have been timely made; neither the Borrower, any of its Subsidiaries nor
any ERISA Affiliate, has incurred any material liability (including any
indirect, contingent or secondary liability) to or on account of a Plan or a
Multiemployer Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975
of the Code or expects to incur any such liability under any of the foregoing
sections with respect to any Plan; to the best knowledge of the Borrower or
any of its Subsidiaries, no condition exists which presents a material risk
to the Borrower or any of its Subsidiaries or any ERISA Affiliate, of
incurring a material liability to or on account of a Plan or a Multiemployer
Plan pursuant to the foregoing provisions of ERISA and the Code; no
proceedings have been instituted to terminate or appoint a trustee to
administer any Plan which is subject to Title IV of ERISA; no material
action, suit, proceeding, hearing, audit or investigation with respect to the
administration, operation or the investment of assets of any Plan (other than
routine claims for benefits) is pending, or expected or threatened; using
actuarial assumptions and computation methods consistent with Part 1 of
subtitle E of Title IV of ERISA, the aggregate liabilities of the Borrower
and of its Subsidiaries and its ERISA Affiliates, to all Plans which are
Multiemployer Plans (as defined in Section 4001(a)(3) of ERISA) in the event
of a complete withdrawal therefrom, as of the close of the most recent fiscal
year of each such Plan ended prior to the date of the most

                                 -44-

<PAGE>

recent Credit Event, would not result in a material liability; each group
health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of
the Code) which covers or has covered employees or former employees of the
Borrower, any Subsidiary of the Borrower, or any ERISA Affiliate, has at all
times been operated in material compliance with the provisions of Part 6 of
subtitle B of Title I of ERISA and Section 4980B of the Code; no lien imposed
under the Code or ERISA on the assets of the Borrower or any Subsidiary of
the Borrower or any ERISA Affiliate, exists or is likely to arise on account
of any Plan; and, except with respect to a Plan maintained pursuant to a
collective bargaining agreement, the Borrower and its Subsidiaries may cease
contributions to or terminate any Employee Benefit Plan maintained by any of
them without a Material Adverse Effect.

                  (ii) Each Foreign Pension Plan has been maintained in
substantial compliance with its terms and with the requirements of any and
all applicable laws, statutes, rules, regulations and orders and has been
maintained, where required, in good standing with applicable regulatory
authorities. All contributions required to be made with respect to a Foreign
Pension Plan have been or will be timely made. Neither the Borrower nor any
of its Subsidiaries has incurred any material obligation in connection with
the termination of or withdrawal from any Foreign Pension Plan. Except as
would not result in a material liability, the present value of the accrued
benefit liabilities (whether or not vested) under each Foreign Pension Plan,
determined as of the end of the Borrower's most recently ended fiscal year on
the basis of actuarial assumptions, each of which is reasonable, did not
exceed the current value of the assets of such Foreign Pension Plan allocable
to such benefit liabilities.

                  7.11 THE SECURITY DOCUMENTS. (a) (i) The provisions of the
Security Agreement are effective to create in favor of the Collateral Agent
for the benefit of the Secured Creditors a legal, valid and enforceable
security interest in all right, title and interest of the Credit Parties in
the Security Agreement Collateral described therein and (ii) the Security
Agreement, upon the filing of Form UCC-1 financing statements or the
appropriate equivalent (which filings have been made), creates a fully
perfected first lien on, and security interest in, all right, title and
interest in all of the Security Agreement Collateral described therein as of
the Restatement Effective Date, subject to no other Liens other than
Permitted Liens, to the extent a security interest in such collateral can be
perfected by the filing of a financing statement. The recordation of the
Grant of Security Interest in U.S. Patents and Trademarks in the form
attached to the Security Agreement in the United States Patent and Trademark
Office, together with filings on Form UCC-1 made pursuant to the Security
Agreement will be effective when recorded or filed (which recordings or
filings have been made), under applicable law, to perfect the security
interest granted to the Collateral Agent in the trademarks and patents
covered by the Security Agreement and identified in such Grant of Security
Interest and the recordation of the Grant of Security Interest in U.S.
Copyrights in the form attached to the Security Agreement with the United
States Copyright Office, together with filings on Form UCC-1 made pursuant to
the Security Agreement, will be effective when recorded or filed (which
recordings or filings have been made) under federal law to perfect the
security interest granted to the Collateral Agent in the copyrights covered
by the Security Agreement and identified in such Grant of Security Interest .

                  (b) Assuming the Collateral Agent continues to retain
possession of the applicable Pledged Securities, the security interests created
in favor of the Collateral Agent, as pledgee, for the benefit of the Secured
Creditors under the Pledge Agreement constitute first priority

                                 -45-

<PAGE>

perfected security interests in the Pledged Securities described in the
Pledge Agreement, subject to no security interests of any other Person.
Assuming the Collateral Agent continues to retain possession of the
applicable Pledged Securities, no filings or recordings are required in order
to perfect (or maintain the perfection or priority of) the security interests
created in the Pledged Securities and the proceeds thereof under the Pledge
Agreement.

                  (c) The Mortgages create, as security for the obligations
purported to be secured thereby, a valid and enforceable perfected security
interest in and mortgage lien on all of the Mortgaged Properties in favor of
the Collateral Agent (or such other trustee as may be required or desired
under local law) for the benefit of the Secured Creditors, superior to and
prior to the rights of all third persons (except that the security interest
and mortgage lien created in the Mortgaged Properties may be subject to the
Permitted Encumbrances related thereto) and subject to no other Liens (other
than Permitted Liens). The Borrower and each of its Subsidiaries have good
and indefeasible title to all fee-owned Mortgaged Properties and valid
leasehold title to all Leaseholds, in each case free and clear of all Liens
except those described in the first sentence of this subsection (c).

                  7.12 INSURANCE. Schedule VI sets forth a true and complete
listing of all insurance maintained by the Borrower and its Subsidiaries as
of the Restatement Effective Date, and with the amounts insured (and any
deductibles) set forth therein.

                  7.13 PROPERTIES. The Borrower and each of its Subsidiaries
have good and valid title to all properties owned by them, including all
property reflected in the most recent balance sheet referred to in Section
7.05(a) (except as sold or otherwise disposed of since the date of such
balance sheet in accordance with this Agreement), free and clear of all
Liens, other than Permitted Liens permitted by Section 9.01. On the
Restatement Effective Date, Schedule III sets forth a true and complete
description of all Real Property owned or leased by the Borrower and/or its
Subsidiaries and sets forth the direct owner or lessee thereof.

                  7.14 CAPITALIZATION. On March 31, 2000, the authorized
capital stock of the Borrower consisted of (i) 300,000,000 shares of common
stock, $.01 par value per share (such authorized shares of common stock,
together with any subsequently authorized shares of common stock of the
Borrower, the "BORROWER COMMON STOCK"), of which 105,850,000 shares shall be
issued and outstanding, (ii) 3,000,000 shares of Borrower PIK Preferred
Stock, of which 0 shares shall be issued and outstanding and (iii) 100 shares
of junior preferred stock, all of which shall be issued and outstanding. All
such outstanding shares have been duly and validly issued, are fully paid and
non-assessable and have been issued free of preemptive rights. On the
Restatement Effective Date, the Borrower does not have any outstanding
securities convertible into or exchangeable for its capital stock or
outstanding any rights to subscribe for or to purchase, or any options for
the purchase of, or any agreement providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character relating
to, its capital stock. On the Restatement Effective Date, no material changes
have occurred to the information set forth in the first sentence of this
Section 7.14.

                  7.15 SUBSIDIARIES. The Borrower has no Subsidiaries other than
(i) those Subsidiaries listed on Schedule VIII and (ii) new Subsidiaries created
in compliance with Section 9.14. Schedule VIII correctly sets forth, as of the
Restatement Effective Date, the percentage ownership (direct and indirect) of
the Borrower in each class of capital stock or other equity interest

                                 -46-

<PAGE>

of each of its Subsidiaries and also identifies the direct owner thereof. All
outstanding shares of capital stock of each Subsidiary of the Borrower have
been duly and validly issued, are fully paid and non-assessable and have been
issued free of preemptive rights. No Subsidiary of the Borrower has any
outstanding securities convertible into or exchangeable for its capital stock
or outstanding any right to subscribe for or to purchase, or any options or
warrants for the purchase of, or any agreement providing for the issuance
(contingent or otherwise) of or any calls, commitments or claims of any
character relating to, its capital stock or any stock appreciation or similar
rights.

                  7.16 COMPLIANCE WITH STATUTES, ETC. Each of the Borrower
and each of its Subsidiaries, is in compliance with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property (excluding applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls, which are governed by Section 7.19), except such noncompliances as
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

                  7.17 INVESTMENT COMPANY ACT. Neither the Borrower nor any
of its Subsidiaries is an "investment company" or a company "controlled" by
an "investment company," within the meaning of the Investment Company Act of
1940, as amended.

                  7.18 PUBLIC UTILITY HOLDING COMPANY ACT. Neither the
Borrower nor any of its Subsidiaries is a "holding company," or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding company" or
of a "subsidiary company" of a "holding company" within the meaning of the
Public Utility Holding Company Act of 1935, as amended.

                  7.19 ENVIRONMENTAL MATTERS. (a) The Borrower and each of
its Subsidiaries has complied with, and on the date of each Credit Event will
be in compliance with, all applicable Environmental Laws and the requirements
of any permits issued under such Environmental Laws. There are no past,
pending or, to the best knowledge of the Borrower after due inquiry, past or
threatened Environmental Claims against the Borrower or any of its
Subsidiaries or any Real Property owned or operated by the Borrower or any of
its Subsidiaries. There are no facts, circumstances, conditions or
occurrences in respect of any Real Property owned or operated or occupied by
the Borrower or any of its Subsidiaries that would reasonably be expected (i)
to form the basis of an Environmental Claim against the Borrower or any of
its Subsidiaries or any such Real Property, as the case may be, or (ii) to
cause any such Real Property to be subject to any restrictions on the
ownership, occupancy, use or transferability of such Real Property by the
Borrower or any of its Subsidiaries under any applicable Environmental Law.

                  (b) Hazardous Materials have not at any time been
generated, used, treated or stored on, or transported to or from any Real
Property owned or operated by the Borrower or any of its Subsidiaries, where
such generation, use, treatment or storage has violated or would reasonably
be expected to violate any Environmental Law or give rise to an Environmental
Claim. Hazardous Materials have not been Released on or from any Real
Property owned or operated by the Borrower or any of its Subsidiaries, where
such Release has violated or would reasonably be expected to violate any
applicable Environmental Law or give rise to an Environmental Claim.

                                -47-

<PAGE>

                  (c) Notwithstanding anything to the contrary in this
Section 7.19, the representations made in this Section 7.19 shall only be
untrue if the aggregate effect of all failures and noncompliances of the
types described above would reasonably be expected to have a Material Adverse
Effect.

                  (d) This Section 7.19 sets forth the sole and exclusive
representations by the Borrower with respect to environmental matters,
including without limitations all matters arising under Environmental Laws.

                  7.20 LABOR RELATIONS. Neither the Borrower nor any of its
Subsidiaries is engaged in any unfair labor practice that would reasonably be
expected to have a Material Adverse Effect and there is (i) no unfair labor
practice complaint pending against the Borrower or any of its Subsidiaries
or, to the best knowledge of the Borrower, threatened against any of them,
before the National Labor Relations Board, and no material grievance or
arbitration proceeding arising out of or under any collective bargaining
agreement is so pending against the Borrower or any of its Subsidiaries or,
to the best knowledge of the Borrower, threatened against any of them, (ii)
no strike, labor dispute, slowdown or stoppage pending against the Borrower
or any of its Subsidiaries or, to the best knowledge of the Borrower,
threatened against the Borrower or any of its Subsidiaries, as the case may
be, and (iii) to the best knowledge of the Borrower, no union representation
proceeding is pending with respect to the employees of the Borrower or any of
its Subsidiaries, except (with respect to any matter specified in clause (i),
(ii) or (iii) above, either individually or in the aggregate) such as would
not reasonably be expected to have a Material Adverse Effect.

                  7.21 PATENTS, LICENSES, FRANCHISES AND FORMULAS. Each of
the Borrower and its Subsidiaries owns or has a valid license to use all
material patents, trademarks, permits, service marks, trade names,
copyrights, licenses, franchises and formulas, or rights with respect to the
foregoing, and has obtained assignments of all leases and other rights of
whatever nature, necessary for the present conduct of its business, without
any known conflict with the rights of others which, or the failure to own or
obtain which, as the case may be, would be reasonably likely to result in a
Material Adverse Effect.

                  7.22 INDEBTEDNESS. Schedule V sets forth a true and
complete list of all Existing Indebtedness of the Borrower and its
Subsidiaries as of the Original Effective Date and as of the Restatement
Effective Date, in each case showing the aggregate principal amount thereof
and the name of the respective borrower and any other entity which directly
or indirectly guaranteed such debt.

                  7.23 SUBORDINATION. (a) The subordination provisions
contained in the Senior Subordinated Notes Documents are enforceable against
the Borrower, the Subsidiary Guarantors and the holders of the Senior
Subordinated Notes, and all Obligations hereunder and under the other Credit
Documents (including, without limitation, pursuant to the Subsidiaries
Guaranty) are within the definitions of "Senior Debt" and "Designated Senior
Debt" included in such subordination provisions.

                  (b) There exists no Designated Senior Debt for purposes of,
and as defined in, the Senior Subordinated Notes Indenture (other than the
Obligations).

                                    -48-

<PAGE>

                  SECTION 8. AFFIRMATIVE COVENANTS. The Borrower hereby
covenants and agrees that on and after the Restatement Effective Date and
until the Total Commitments and all Letters of Credit have terminated and the
Loans, Notes and Unpaid Drawings, together with interest, Fees and all other
obligations incurred hereunder and thereunder are paid in full (other than
any indemnity, not then due and payable, which by its terms shall survive
such termination and payment):

                  8.01 INFORMATION COVENANTS. The Borrower will furnish to
each Lender (or, in the case of clause (c), the Agents):

                  (a) QUARTERLY FINANCIAL STATEMENTS. Within 50 days after the
         close of the first three quarterly accounting periods in each fiscal
         year of the Borrower, (i) the consolidated balance sheet of the
         Borrower and its Consolidated Subsidiaries as at the end of such
         quarterly accounting period and the related consolidated statements of
         income and cash flows, in each case for such quarterly accounting
         period and for the elapsed portion of the fiscal year ended with the
         last day of such quarterly accounting period, and in each case, setting
         forth comparative figures for the related periods in the prior fiscal
         year all of which shall be certified by the Chief Financial Officer of
         the Borrower, subject to normal year-end audit adjustments and (ii)
         management's discussion and analysis of the important operational and
         financial developments during the fiscal quarter and year-to-date
         periods.

                  (b) ANNUAL FINANCIAL STATEMENTS. Within 90 days after the
         close of each fiscal year of the Borrower, (i) the consolidated and, if
         manufacturing or other material activities are carried out by
         Subsidiaries, consolidating balance sheets of the Borrower and its
         Consolidated Subsidiaries as at the end of such fiscal year and the
         related consolidated and, if manufacturing or other material activities
         are carried out by Subsidiaries, consolidating statements of income and
         retained earnings and of cash flows for such fiscal year setting forth
         comparative figures for the preceding fiscal year and (x) in the case
         of such consolidated financial statements certified by Ernst & Young
         LLP, or such other independent certified public accountants of
         recognized national standing reasonably acceptable to the
         Administrative Agent, together with a report of such accounting firm
         stating that in the course of its regular audit of the financial
         statements of the Borrower and its Subsidiaries, which audit was
         conducted in accordance with generally accepted auditing standards,
         such accounting firm obtained no knowledge of any Default or Event of
         Default which has occurred and is continuing or, if in the opinion of
         such accounting firm such a Default or Event of Default has occurred
         and is continuing, a statement as to the nature thereof, and (y) in the
         case of such consolidating financial statements certified by the Chief
         Financial Officer of the Borrower, and (ii) management's discussion and
         analysis of the important operational and financial developments during
         such fiscal year.

                  (c) MANAGEMENT LETTERS. Promptly after the receipt thereof by
         the Borrower or any of its Subsidiaries, a copy of any "management
         letter" received by any such Person from its certified public
         accountants and the management's responses thereto.

                  (d) BUDGETS. No later than 60 days following the commencement
         of the first day of each fiscal year of the Borrower, a budget of the
         Borrower and its Subsidiaries in form satisfactory to the
         Administrative Agent prepared by the Borrower for each fiscal quarter
         of such fiscal year including a statement of operations, balance sheet
         and cash flow statement,

                                      -49-

<PAGE>

         accompanied by the statement of the Chief Financial Officer of the
         Borrower to the effect that, to the best of his knowledge, the budget
         is a reasonable estimate for the period covered thereby.

                  (e) OFFICER'S CERTIFICATES. At the time of the delivery of the
         financial statements provided for in Section 8.01(a) and (b), a
         certificate of the Chairman of the Board, the President or Chief
         Financial Officer of the Borrower to the effect that, to the best of
         such officer's knowledge, no Default or Event of Default has occurred
         and is continuing or, if any Default or Event of Default has occurred
         and is continuing, specifying the nature and extent thereof, which
         certificate shall, in the case of any such financial statements
         delivered in respect of a period ending on the last day of a fiscal
         quarter or year of the Borrower, (x) set forth the calculations
         required to establish whether the Borrower was in compliance with the
         provisions of Sections 4.02(d), (e), (f), (g), (h) and (i) (but with
         respect to Section 4.02(h) only to the extent delivered with the
         financial statements required by Section 8.01(b)), 9.02 and 9.04
         through 9.10, inclusive, at the end of such fiscal quarter or year, as
         the case may be, (y) set forth the calculation of the Available J.V.
         Basket Amount and the Available Permitted Acquisition Basket Amount at
         the end of the period covered by such financial statements, and all
         sources and uses of proceeds relating to the calculation thereof and
         (z) if delivered with the financial statements required by Section
         8.01(b), set forth (in reasonable detail) the amount of, and the
         calculations required to establish the amount of, Excess Cash Flow for
         the respective Excess Cash Payment Period.

                  (f) NOTICE OF DEFAULT OR LITIGATION. Promptly, and in any
         event within three Business Days after an officer of the Borrower
         obtains knowledge thereof, notice of (i) the occurrence of any event
         which constitutes a Default or Event of Default and (ii) any litigation
         or governmental investigation or proceeding pending or threatened (x)
         against the Borrower or any of its Subsidiaries which would reasonably
         be expected to have a Material Adverse Effect, (y) with respect to any
         Indebtedness in excess of $10,000,000 of the Borrower or any of its
         Subsidiaries or (z) with respect to any Document.

                  (g) OTHER REPORTS AND FILINGS. Promptly, copies of all
         financial information, proxy materials and other information and
         reports, if any, which the Borrower or any of its Subsidiaries shall
         file with the Securities and Exchange Commission or any successor
         thereto (the "SEC") or deliver to holders of its material Indebtedness
         (including the Senior Subordinated Notes) pursuant to the terms of the
         documentation governing such Indebtedness (or any trustee, agent or
         other representative therefor) and holders of their capital stock in
         their capacity as such.

                  (h) ENVIRONMENTAL MATTERS. Promptly upon, and in any event
         within thirty days after, an officer of the Borrower or any of its
         Subsidiaries obtains knowledge thereof, notice of one or more of the
         following environmental matters which occurs after the Initial
         Borrowing Date, unless such environmental matters would not,
         individually or when aggregated with all other such environmental
         matters, be reasonably expected to have a Material Adverse Effect:


                                      -50-

<PAGE>

                          (i) any Environmental Claim pending or threatened in
                  writing against the Borrower or any of its Subsidiaries or any
                  Real Property owned or operated or occupied by the Borrower or
                  any of its Subsidiaries;

                         (ii) any condition or occurrence on or arising from any
                  Real Property owned or operated or occupied by the Borrower or
                  any of its Subsidiaries that (a) results in noncompliance by
                  the Borrower or any of its Subsidiaries with any applicable
                  Environmental Law or (b) would reasonably be expected to form
                  the basis of an Environmental Claim against the Borrower or
                  any of its Subsidiaries or any such Real Property;

                        (iii) any condition or occurrence on any Real Property
                  owned or operated or occupied by the Borrower or any of its
                  Subsidiaries that would reasonably be expected to cause such
                  Real Property to be subject to any restrictions on the
                  ownership, occupancy, use or transferability by the Borrower
                  or any of its Subsidiaries of such Real Property under any
                  Environmental Law; and

                         (iv) the taking of any removal or remedial action in
                  response to the actual or alleged presence of any Hazardous
                  Material on any Real Property owned or operated or occupied by
                  the Borrower or any of its Subsidiaries as required by any
                  Environmental Law or any governmental or other administrative
                  agency; PROVIDED that in any event the Borrower shall deliver
                  to the Administrative Agent all material notices received by
                  it or any of its Subsidiaries from any government or
                  governmental agency under, or pursuant to, CERCLA.

         All such notices shall describe in reasonable detail the nature of the
         claim, investigation, condition, occurrence or removal or remedial
         action and the Borrower's or such Subsidiary's response thereto. In
         addition, the Borrower will provide the Lenders with copies of all
         material communications with any government or governmental agency and
         all material communications with any Person relating to any
         Environmental Claim of which notice is required to be given pursuant to
         this Section 8.01(h), and such detailed reports of any such
         Environmental Claim as to which notice is required, as may reasonably
         be requested by the Agents or the Lenders.

                  (i) ANNUAL MEETINGS WITH LENDERS. At the request of
         Administrative Agent, the Borrower shall within 120 days after the
         close of each fiscal year of the Borrower hold a meeting at a
         reasonable time and place selected by the Borrower and acceptable to
         the Administrative Agent with all of the Lenders at which meeting shall
         be reviewed the financial results of the previous fiscal year and the
         financial condition of the Borrower and its Subsidiaries and the
         budgets presented for the current fiscal year of the Borrower and its
         Subsidiaries.

                  (j) PERMITTED RECEIVABLES FACILITY TRANSACTION DATE. The
         Borrower shall provide the Administrative Agent 15 Business Days' prior
         written notice of the Permitted Receivables Facility Transaction Date.

                                     -51-

<PAGE>

                  (k) NOTICE OF COMMITMENT REDUCTIONS AND MANDATORY REPAYMENTS.
         On or prior to the date of any reduction to the Total Commitment or any
         mandatory repayment of outstanding Term Loans pursuant to any of
         Sections 4.02(d) through (i), inclusive, the Borrower shall provide
         written notice of the amount of the respective reduction or repayment,
         as the case may be, to the Total Revolving Loan Commitment or the
         outstanding Term Loans, as applicable, the calculation thereof (in
         reasonable detail) and the event to which the respective reduction or
         repayment relates.

                  (l) OTHER INFORMATION. From time to time, such other
         information or documents (financial or otherwise) with respect to the
         Borrower or its Subsidiaries as any Agent or any Lender may reasonably
         request in writing.

                  8.02 BOOKS, RECORDS AND INSPECTIONS. The Borrower will, and
will cause each of its Subsidiaries to, keep proper books of record and account
in which are made full, true and correct entries in conformity with generally
accepted accounting principles and all requirements of law. The Borrower will,
and will cause each of its Subsidiaries to, permit officers and designated
representatives of any Agent or any Lender to visit and inspect, during regular
business hours and under guidance of officers of the Borrower, any of the
properties of the Borrower or such Subsidiary in whomsoever's possession, and to
examine the books of account of the Borrower or such Subsidiary and discuss the
affairs, finances and accounts of the Borrower or such Subsidiary with, and be
advised as to the same by, its and their officers and independent accountants,
all upon reasonable advance notice and at such reasonable times and intervals
and to such reasonable extent as such Agent or such Lender may request, PROVIDED
that, so long as no Default or Event of Default is then in existence, the
Borrower shall have the right to participate in any discussions of the Agents or
the Lenders with any independent accountants of the Borrower.

                  8.03 MAINTENANCE OF PROPERTY; INSURANCE. (a) The Borrower
will, and will cause each of its Subsidiaries to, (i) keep all material
properties and equipment used in its business in good working order and
condition (ordinary wear and tear and loss or damage by casualty or condemnation
excepted), (ii) maintain in full force and effect insurance with reputable and
solvent insurance carriers on all its property in at least such amounts, against
at least such risks and with such deductibles or self-insured retentions as is
consistent and in accordance with industry practice and (iii) furnish to each
Lender, upon written request, full information as to the insurance carried. In
addition to the requirements to the immediately preceding sentence, the Borrower
will at all time cause insurance of the types described in Schedule VI to be
maintained with no less scope of coverage or greater deductibles as are
described in Schedule VI, taking into account the age and fair market value of
equipment. Such insurance shall include physical damage insurance on all real
and personal property (whether now or hereafter acquired) on an all risk basis
and business interruption insurance. The provisions of this Section 8.03 shall
be deemed supplemental to, but not duplicative of, the provisions of any
Security Documents requiring the maintenance of insurance.

                  (b) The Borrower will, and will cause its Subsidiaries to, at
all times keep their respective property insured in favor of the Collateral
Agent, and all policies (including the Mortgage Policies) or certificates (or
certified copies thereof) with respect to such insurance (and any other
insurance maintained by the Borrower or any of its Subsidiaries) (i) shall be
endorsed to the Collateral Agent's satisfaction for the benefit of the
Collateral Agent (as certificate holder, mortgagee and loss payee with

                                  -52-

<PAGE>

respect to Real Property, certificate holder and loss payee with respect to
personal property, additional insured with respect to general liability and
umbrella liability coverage and certificate holder with respect to workers'
compensation insurance), (ii) shall state that such insurance policies shall
not be canceled or materially revised without 30 days' prior written notice
thereof by the respective insurer to the Collateral Agent, and (iii) shall be
deposited with the Collateral Agent.

                  (c) If the Borrower or any of its Subsidiaries shall fail to
maintain all insurance in accordance with this Section 8.03, or if the Borrower
or any of its Subsidiaries shall fail to so endorse and deposit all policies or
certificates with respect thereto, the Administrative Agent and/or the
Collateral Agent shall have the right (but shall be under no obligation) to
procure such insurance and the Borrower agrees to reimburse the Administrative
Agent or the Collateral Agent as the case may be, for all costs and expenses of
procuring such insurance.

                  8.04 CORPORATE FRANCHISES. The Borrower will, and will cause
each of its Subsidiaries, to do or cause to be done, all things necessary to
preserve and keep in full force and effect its existence and its material
rights, franchises, licenses and patents used in its business; PROVIDED,
HOWEVER, that any transaction permitted by Section 9.02 will not constitute a
breach of this Section 8.04.

                  8.05 COMPLIANCE WITH STATUTES, ETC. The Borrower will, and
will cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except such noncompliances as could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

                  8.06 COMPLIANCE WITH ENVIRONMENTAL LAWS. (a) The Borrower will
comply, and will cause each of its Subsidiaries to comply, in all respects with
all Environmental Laws applicable to the operation of its business or to the
ownership or use of Real Property now or hereafter owned or operated by the
Borrower or any of its Subsidiaries, will within a reasonable time period pay or
cause to be paid all costs and expenses incurred in connection with such
compliance (except to the extent being contested in good faith), and will
undertake all reasonable efforts to keep or cause to be kept all such Real
Property free and clear of any Liens imposed pursuant to such Environmental
Laws, except such noncompliances as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. Neither the Borrower
nor any of its Subsidiaries will generate, use, treat, store, release or dispose
of, or permit the generation, use, treatment, storage, release or disposal of
Hazardous Materials on any Real Property now or hereafter owned or operated or
occupied by the Borrower or any of its Subsidiaries, or transport or permit the
transportation of Hazardous Materials to or from any such Real Property except
in compliance with all applicable Environmental Laws (except such noncompliances
as could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect) and reasonably required in connection with the
operation, use and maintenance of any such Real Property or otherwise in
connection with their businesses.

                  (b) At the written request of the Administrative Agent or the
Required Lenders upon a reasonable belief by the Administrative Agent or the
Required Lenders that the Borrower or any of its Subsidiaries has breached any
representation or covenant contained herein relating to environmental matters,
which request shall specify in reasonable detail the basis therefor, the
Borrower

                                     -53-

<PAGE>


will provide, at the Borrower's sole cost and expense, an environmental site
assessment report, reasonable in scope, concerning the subject matter of such
representation or covenant and any Real Property now or hereafter owned,
operated or occupied by the Borrower or any of its Subsidiaries, prepared by
an environmental consulting firm reasonably acceptable to the Administrative
Agent, indicating (if relevant to such breach) the presence or absence of
Hazardous Materials and the potential cost of any removal or remedial action
in connection with any Hazardous Materials on such Real Property; PROVIDED,
that such request may be made only if (i) there has occurred and is
continuing an Event of Default, (ii) the Administrative Agent or the Required
Lenders reasonably believe that the Borrower or any such Real Property is not
in compliance with Environmental Law and such circumstances would reasonably
be expected to have a Material Adverse Effect, or (iii) circumstances exist
that reasonably could be expected to form the basis of a material
Environmental Claim against the Borrower or any of its Subsidiaries or any
such Real Property. If the Borrower fails to provide the same within a
reasonable period, not to exceed 90 days, after such request was made, the
Administrative Agent may order the same, and the Borrower shall grant and
hereby grants to the Administrative Agent and the Lenders and their agents
access to such Real Property and specifically grants the Administrative Agent
and the Lenders an irrevocable non-exclusive license, subject to the rights
of tenants, to undertake such an assessment, all at the Borrower's expense.

                  8.07 ERISA. Except to the extent that the events described
herein are specifically made applicable to Multiemployer Plans, they shall
relate only to Plans which are not Multiemployer Plans. In each other instance,
the events described herein apply to Multiemployer Plans only to the extent of
the knowledge of the Borrower. In addition, with respect to the Tenneco Pension
Plans, the reporting covenants described herein apply only to the extent of the
knowledge of the Borrower, after the exercise of reasonable diligence and due
inquiry. As soon as reasonably possible and, in any event, within twenty (20)
Business Days after the Borrower or any of its Subsidiaries or any ERISA
Affiliate knows or has reason to know of the occurrence of any of the following,
the Borrower will deliver to the Administrative Agent a certificate of the chief
financial officer of the Borrower setting forth the full details as to such
occurrence and the action, if any, that the Borrower, such Subsidiary or such
ERISA Affiliate is required or proposes to take, together with any notices
required or proposed to be given to or filed by the Borrower, the Subsidiary,
the Plan administrator or the ERISA Affiliate, to or with the PBGC, or any other
government agency, or a Plan participant and any notices received by such
Borrower, such Subsidiary or ERISA Affiliate from the PBGC or any other
government agency, or a Plan participant with respect thereto: that a Reportable
Event has occurred (except to the extent that the Borrower has previously
delivered to the Lenders a certificate and notices (if any) concerning such
event pursuant to the next clause hereof); that a contributing sponsor (as
defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA
is subject to the advance reporting requirement of PBGC Regulation Section
4043.61 (without regard to subparagraph (b)(1) thereof), and an event described
in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section
4043 is reasonably expected to occur with respect to such Plan within the
following 30 days; that an accumulated funding deficiency, within the meaning of
Section 412 of the Code or Section 302 of ERISA, has been incurred or an
application may be or has been made for a waiver or modification of the minimum
funding standard (including any required installment payments) or an extension
of any amortization period under Section 412 of the Code or Section 303 or 304
of ERISA with respect to a Plan; that any contribution required to be made with
respect to a Plan or Foreign Pension Plan has not been timely made; that a Plan
has been or may be terminated, reorganized, partitioned or declared insolvent
under Title IV of ERISA; that a Plan has a material increase in an Unfunded
Current Liability; that proceedings may be or have been instituted to

                                     -54-
<PAGE>

terminate or appoint a trustee to administer a Plan which is subject to Title
IV of ERISA; that a proceeding has been instituted pursuant to Section 515 of
ERISA to collect a delinquent contribution to a Plan; that the Borrower, any
of its Subsidiaries or any ERISA Affiliate will or is likely to incur any
material liability (including any indirect, contingent, or secondary
liability) to or on account of the termination of or withdrawal from a Plan
under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with
respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or
Section 409 or 502(i) or 502(l) of ERISA or with respect to a group health
plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the
Code) under Section 4980B of the Code; or that the Borrower, or any of its
Subsidiaries may incur any material liability pursuant to any employee
welfare benefit plan (as defined in Section 3(1) of ERISA) that provides
benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA) or any Plan or any Foreign Pension. Upon
request, the Borrower will deliver to the Administrative Agent a complete
copy of the annual report (on Internal Revenue Service Form 5500-series) of
each Plan (including, to the extent required, the related financial and
actuarial statements and opinions and other supporting statements,
certifications, schedules and information) required to be filed with the
Internal Revenue Service. In addition to any certificates or notices
delivered to the Administrative Agent pursuant to the third sentence hereof,
copies of annual reports and any records, documents or other information
required to be furnished to the PBGC, or any other government agency and any
material notices received by the Borrower, any of its Subsidiaries or any
ERISA Affiliate with respect to any Plan or Foreign Pension Plan shall be
delivered to the Administrative Agent no later than twenty (20) Business Days
after the date such annual report required to be filed with the Internal
Revenue Service was requested by the Administrative Agent, or such records,
documents and/or information has been furnished to the PBGC (other than in
connection with premium payments, which shall be furnished within twenty (20)
Business Days of request by the Administrative Agent) or such notice has been
received by the Borrower, the Subsidiary or the ERISA Affiliate, as
applicable. The Borrower and each of its Subsidiaries shall ensure that all
Foreign Pension Plans administered by it or into which it makes payments
obtains or retains (as applicable) registered status under and as required by
applicable law and is administered in a timely manner in all respects in
compliance with all applicable laws except where the failure to do any of the
foregoing would not be reasonably likely to result in a Material Adverse
Effect.

                  8.08 END OF FISCAL YEARS; FISCAL QUARTERS. The Borrower shall
cause (i) each of its, and each of its Subsidiaries', fiscal years to end on
December 31 and (ii) its fiscal quarters to end on March 31, June 30, September
30 and December 31.

                  8.09 PAYMENT OF TAXES. The Borrower will pay and discharge,
and will cause each of its Subsidiaries to pay and discharge, all material
taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits, or upon any properties belonging to it, prior to the date
on which penalties attach thereto, and all lawful claims for sums that have
become due and payable which, if unpaid, might become a Lien not otherwise
permitted under Section 9.01(i), PROVIDED, that neither the Borrower nor any of
its Subsidiaries shall be required to pay any such tax, assessment, charge, levy
or claim which is being contested in good faith and by proper proceedings if it
has maintained adequate reserves with respect thereto in accordance with GAAP.

                  8.10 OWNERSHIP OF SUBSIDIARIES. Except to the extent expressly
permitted herein or as otherwise expressly consented in writing by the Required
Lenders, the Borrower shall directly or indirectly own 100% of the capital stock
or other equity interests of each of its Subsidiaries.

                                     -55-
<PAGE>


                  8.11 ADDITIONAL SECURITY; FURTHER ASSURANCES; SURVEYS. (a) The
Borrower will, and will cause each of its Domestic Wholly-Owned Subsidiaries to,
grant to the Collateral Agent security interests and mortgages (an "ADDITIONAL
MORTGAGE") in such Real Property (excluding Real Property where the fair market
value thereof is less than $1,000,000) of the Borrower or any of its Domestic
Wholly-Owned Subsidiaries as are not covered by the original Mortgages, to the
extent acquired after the Initial Borrowing Date, and as may be requested from
time to time by the Administrative Agent or the Required Lenders (each such Real
Property, an "ADDITIONAL MORTGAGED PROPERTY"). All such Additional Mortgages
shall be granted pursuant to documentation substantially in the form of the
Mortgages or in such other form as is reasonably satisfactory to the
Administrative Agent and shall constitute valid and enforceable perfected Liens
superior to and prior to the rights of all third Persons and subject to no other
Liens except as are permitted by Section 9.01 at the time of perfection thereof.
The Additional Mortgages or instruments related thereto shall be duly recorded
or filed in such manner and in such places as are required by law to establish,
perfect, preserve and protect the Liens in favor of the Collateral Agent
required to be granted pursuant to the Additional Mortgages and all taxes, fees
and other charges payable in connection therewith shall be paid in full.

                  (b) The Borrower will, and will cause each of its Domestic
Wholly-Owned Subsidiaries (other than the Receivables Entity) to, at the expense
of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the
Collateral Agent from time to time such vouchers, invoices, schedules,
confirmatory assignments, conveyances, financing statements, transfer
endorsements, powers of attorney, certificates, real property surveys, reports
and other assurances or instruments and take such further steps relating to the
Collateral covered by any of the Security Documents as the Collateral Agent may
reasonably require pursuant to this Section 8.11. Additionally, upon the request
of the Collateral Agent or the Required Lenders, the Borrower shall take, or
cause to be taken such action as may be requested in order to perfect (or
maintain the perfection of) the security interests (or take any analogous
actions under the applicable provisions of local law in order to protect such
security interests) in any Collateral located outside the U.S. owned by the
Borrower or a Domestic Wholly-Owned Subsidiary, in each case to the extent such
actions are permitted to be taken under the laws of the applicable
jurisdictions. Furthermore, the Borrower shall cause to be delivered to the
Collateral Agent such opinions of counsel, title insurance and other related
documents as may be reasonably requested by the Collateral Agent to assure
itself that this Section 8.11 has been complied with.

                  (c) The Borrower agrees to cause each Domestic Wholly-Owned
Subsidiary (other than the Receivables Entity) established or created in
accordance with Section 9.14 to execute and deliver a guaranty of all
Obligations and all obligations under Interest Rate Protection or Other Hedging
Agreements to a Lender or any of its Affiliates in substantially the form of the
Subsidiaries Guaranty.

                  (d) The Borrower agrees to pledge and deliver, or cause to be
pledged and delivered, all of the capital stock of each new Subsidiary
(excluding that portion of the voting stock of any Foreign Subsidiary which
would be in excess of 66% of the total outstanding voting stock of such Foreign
Subsidiary) established or created after the Initial Borrowing Date, to the
extent owned by the Borrower or any Domestic Wholly-Owned Subsidiary, to the
Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge
Agreement.

                                     -56-
<PAGE>


                  (e) The Borrower will cause each Domestic Wholly-Owned
Subsidiary (other than the Receivables Entity) established or created in
accordance with Section 9.14 to grant to the Collateral Agent a first priority
(subject to Permitted Liens) Lien on property (tangible and intangible) of such
Subsidiary upon terms and with exceptions similar to those set forth in the
Security Documents as appropriate, and satisfactory in form and substance to the
Borrower, the Administrative Agent and Required Lenders. The Borrower shall
cause each such Domestic Wholly-Owned Subsidiary, at its own expense, to
execute, acknowledge and deliver, or cause the execution, acknowledgment and
delivery of, and thereafter register, file or record in any appropriate
governmental office, any document or instrument reasonably deemed by the
Collateral Agent to be necessary or desirable for the creation and perfection of
the foregoing Liens. The Borrower will cause each of such Domestic Wholly-Owned
Subsidiaries to take all actions reasonably requested by the Administrative
Agent (including, without limitation, the filing of UCC-1's) in connection with
the granting of such security interests.

                  (f) The security interests required to be granted pursuant to
this Section 8.11 shall be granted pursuant to security documentation (which
shall be substantially similar to the Security Documents already executed and
delivered by the Borrower or its Subsidiaries, as applicable) or otherwise
satisfactory in form and substance to the Collateral Agent and the Borrower and
shall constitute valid and enforceable perfected security interests prior to the
rights of all third Persons and subject to no other Liens except such Liens as
are permitted by Section 9.01. The Additional Security Documents and other
instruments related thereto shall be duly recorded or filed in such manner and
in such places and at such times as are required by law to establish, perfect,
preserve and protect the Liens, in favor of the Collateral Agent for the benefit
of the respective Secured Creditors, required to be granted pursuant to the
Additional Security Documents and all taxes, fees and other charges payable in
connection therewith shall be paid in full by the Borrower. At the time of the
execution and delivery of the Additional Security Documents, the Borrower shall
cause to be delivered to the Collateral Agent such opinions of counsel, Mortgage
Policies, title surveys, real estate appraisals and other related documents as
may be reasonably requested by the Administrative Agent or the Required Lenders
to assure themselves that this Section 8.11 has been complied with.

                  (g) In the event that the Administrative Agent or the Required
Lenders at any time after the Restatement Effective Date determines in its or
their reasonable discretion (whether as a result of a position taken by an
applicable bank regulatory agency or official, or otherwise) that real estate
appraisals satisfying the requirements set forth in 12 C.F.R., Part 34-Subpart
C, or any successor or similar statute, rule, regulation, guideline or order
(any such appraisal, a "REQUIRED APPRAISAL") are or were required to be
obtained, or should be obtained, in connection with any Mortgaged Property then,
within 60 days after receiving written notice thereof from the Administrative
Agent or the Required Lenders, as the case may be, the Borrower shall cause such
Required Appraisal to be delivered, at the expense of the Borrower, to the
Administrative Agent, which Required Appraisal, and the respective appraiser,
shall be reasonably satisfactory to the Administrative Agent.

                  (h) The Borrower agrees that each action required above by
Section 8.11(a) or (b) shall be completed as soon as possible, but in no event
later than 60 days after such action is requested to be taken by the
Administrative Agent, the Collateral Agent or the Required Lenders. The Borrower
further agrees that each action required by Section 8.11(c), (d), (e) and (f)
with respect

                                     -57-
<PAGE>

to the creation or acquisition of a new Subsidiary shall be completed
contemporaneously with (or, in the case of any documents or instruments to be
registered, filed or recorded, within 10 days of) the creation of such new
Subsidiary.

                  8.12 PERMITTED RECEIVABLES FACILITY TRANSACTION. The
Borrower and/or one or more other Receivables Sellers may enter into a
Permitted Receivables Facility (which complies with the definition of
Permitted Receivables Facility contained herein) to provide financing to the
Borrower for the sale of Permitted Receivables Facility Assets to a
Receivables Entity (which shall be established in accordance with, and meet
the requirements of, the definition of Receivables Entity contained herein),
so long as on the Permitted Receivables Facility Transaction Date all
requirements of this Section 8.12 have been satisfied and the Permitted
Receivables Facility and related transactions comply with the respective
defined terms as used in this Section 8.12. On the Permitted Receivables
Facility Transaction Date, (i) there shall have been delivered to the
Administrative Agent and the Lenders true and correct copies of all Permitted
Receivables Facility Documents, certified as such by an officer of the
Borrower, and all of the terms and conditions of the Permitted Receivables
Facility Documents shall be in form and substance reasonably satisfactory to
the Administrative Agent and the Required Lenders, (ii) the Permitted
Receivables Facility Transaction, including all of the terms and conditions
thereof, shall have been duly approved by the board of directors of the
Borrower, and all Permitted Receivables Facility Documents shall be in full
force and effect, (iii) each of the conditions precedent to the consummation
of the Permitted Receivables Facility Transaction shall have been satisfied
and not waived except with the consent of the Administrative Agent and the
Required Lenders to the reasonable satisfaction of the Administrative Agent
and the Required Lenders, (iv) each of the representations and warranties of
the Receivables Sellers and the Receivables Entity contained in the Permitted
Receivables Facility Documents shall be true and correct in all material
respects, (v) the Permitted Receivables Facility Transaction shall have been
consummated in all material respects in accordance with applicable law and
the Permitted Receivables Facility Documents, (vi) no Default or Event of
Default shall be in effect upon the Permitted Receivables Facility
Transaction Date (either before or after giving effect to the transactions
contemplated by the Permitted Receivables Facility Documents) and (vii) the
Borrower and/or the other Receivables Sellers shall have received the
Permitted Receivables Facility Proceeds and used the same to make any
prepayment of Loans and/or satisfy any cash collateral requirement required
under Section 4.02(a) or (i), as the case may be.

                  8.13 PERMITTED ACQUISITIONS. (a) Subject to the provisions of
this Section 8.13 and the requirements contained in the definition of Permitted
Acquisition, the Borrower and any of its Wholly-Owned Domestic Subsidiaries may
from time to time effect Permitted Acquisitions, so long as (in each case except
to the extent the Required Lenders otherwise specifically agree in writing in
the case of a specific Permitted Acquisition):

                  (i) no Default or Event of Default shall be in existence at
         the time of the consummation of the proposed Permitted Acquisition or
         immediately after giving effect thereto;

                  (ii) the Borrower shall have given the Administrative Agent
         and the Lenders at least five Business Days' prior written notice of
         any Permitted Acquisition;

                                     -58-
<PAGE>


                  (iii) calculations are made by the Borrower of compliance with
         the covenants contained in Sections 9.08, 9.09 and 9.10 (in each case,
         giving effect to the last sentence appearing therein) for the
         Calculation Period most recently ended prior to the date of such
         Permitted Acquisition, on a PRO FORMA Basis as if the respective
         Permitted Acquisition (as well as all other Permitted Acquisitions
         theretofore consummated after the first day of such Calculation Period)
         had occurred on the first day of such Calculation Period, and such
         recalculations shall show that such financial covenants would have been
         complied with if the Permitted Acquisition had occurred on the first
         day of such Calculation Period;

                  (iv) either (x) the Maximum Permitted Consideration payable in
         connection with the proposed Permitted Acquisition, when combined with
         the aggregate Maximum Permitted Consideration paid in connection with
         all other Permitted Acquisitions consummated after the Original
         Effective Date and on or prior to the date of the consummation of the
         proposed Permitted Acquisition which the Borrower has not elected to be
         permitted pursuant to clause (y) below does not exceed $175,000,000 or
         (y) the amount of the Maximum Permitted Consideration payable in
         connection with Permitted Acquisitions consummated in any fiscal year
         which the Borrower has not elected to be permitted pursuant to clause
         (x) above, shall not exceed the Available Permitted Acquisition Basket
         Amount for such fiscal year, PROVIDED that the Borrower may allocate
         the Maximum Permitted Consideration paid in respect of a Permitted
         Acquisition between the baskets under clauses (x) and (y);

                  (v) all representations and warranties contained herein and in
         the other Credit Documents shall be true and correct in all material
         respects with the same effect as though such representations and
         warranties had been made on and as of the date of such Permitted
         Acquisition (both before and after giving effect thereto), unless
         stated to relate to a specific earlier date, in which case such
         representations and warranties shall be true and correct in all
         material respects as of such earlier date;

                  (vi) the Borrower provides to the Administrative Agent and the
         Lenders as soon as available but not later than five Business Days
         after the execution thereof, a copy of any executed purchase agreement
         or similar agreement with respect to such Permitted Acquisition;

                  (vii) after giving effect to such Permitted Acquisition and
         the payment of all post-closing purchase price adjustments required (in
         the good faith determination of the Borrower) in connection with such
         Permitted Acquisition (and all other Permitted Acquisitions for which
         such purchase price adjustments may be required to be made) and all
         Capital Expenditures (and the financing thereof) reasonably anticipated
         by the Borrower to be made in the business acquired pursuant to such
         Permitted Acquisition within the 90-day period (such period for any
         Permitted Acquisition, a "POST-CLOSING PERIOD") following such
         Permitted Acquisition (and in the businesses acquired pursuant to all
         other Permitted Acquisitions with Post-Closing Periods ended during the
         Post-Closing Period of such Permitted Acquisition), the Total Available
         Unutilized Revolving Loan Commitment shall equal or exceed $50,000,000;

                  (viii) the Borrower shall believe in good faith that the
         proposed Permitted Acquisition could not result in a material increase
         in tax, ERISA, environmental or other

                                     -59-
<PAGE>


         contingent liabilities with respect to the Borrower or any of its
         Subsidiaries which would reasonably be expected to have a Material
         Adverse Effect; and

                  (ix) the Borrower shall have delivered to the Administrative
         Agent an officer's certificate executed by an Authorized Officer of the
         Borrower, certifying to the best of his knowledge, compliance with the
         requirements of preceding clauses (i) through (viii), inclusive,
         containing the calculations required by the preceding clauses (iii),
         (iv) and (vii) and stating whether the Maximum Permitted Consideration
         for such Permitted Acquisition is to be applied to the basket under
         clause (iv)(x) above or clause (iv)(y) above.

                  (b) At the time of each Permitted Acquisition involving the
creation or acquisition of a Subsidiary, or the acquisition of capital stock or
other equity interest of any Person, the capital stock or other equity interests
thereof created or acquired in connection with such Permitted Acquisition shall
be pledged for the benefit of the Secured Creditors pursuant to the Pledge
Agreement in accordance with the requirements of Sections 8.11 and 9.15.

                  (c) The Borrower shall cause each Subsidiary which is formed
to effect, or is acquired pursuant to, a Permitted Acquisition to comply with,
and to execute and deliver, all of the documentation required by, Sections 8.11
and 9.15, to the satisfaction of the Administrative Agent.

                  (d) The consummation of each Permitted Acquisition shall be
deemed to be a representation and warranty by the Borrower that the
certifications by the Borrower (or by one or more of its Authorized Officers)
pursuant to Section 8.13(a) are true and correct and that all conditions thereto
have been satisfied and that same is permitted in accordance with the terms of
this Agreement, which representation and warranty shall be deemed to be a
representation and warranty for all purposes hereunder, including, without
limitation, Sections 6 and 10.

                  8.14 FOREIGN SUBSIDIARIES SECURITY. If following a change in
the relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for the
Borrower acceptable to the Administrative Agent and the Required Lenders does
not within 30 days after a request from the Administrative Agent or the Required
Lenders deliver to the Administrative Agent evidence, in form and substance
reasonably satisfactory to the Administrative Agent and the Required Lenders,
with respect to any Foreign Wholly-Owned Subsidiary which has not already had
all of its stock pledged pursuant to the Pledge Agreement that (i) a pledge of
66% or more of the total combined voting power of all classes of capital stock
of such Foreign Subsidiary entitled to vote or, in the case of a Foreign
Subsidiary whose capital stock is held by another Foreign Subsidiary, a pledge
of any of the capital stock of such Foreign Subsidiary, (ii) the entering into
by such Foreign Subsidiary of a security agreement in substantially the form of
the Security Agreement, (iii) the entering into by such Foreign Subsidiary of a
pledge agreement in substantially the form of the Pledge Agreement and (iv) the
entering into by such Foreign Subsidiary of a guaranty in substantially the form
of the Subsidiaries Guaranty, in any such case would cause (I) the undistributed
earnings of such Foreign Subsidiary (or such Foreign Subsidiary's parent or
indirect parent to the extent that such parent is also a foreign subsidiary) as
determined for Federal income tax purposes to be treated as a deemed dividend to
such Foreign Subsidiary's United States parent for Federal income tax purposes
or (II) other material adverse Federal income tax consequences to the Credit
Parties, then in the case of a failure to deliver the evidence described in
clause (i) above, that portion of such Foreign Subsidiary's outstanding capital

                                     -60-
<PAGE>

stock not theretofore pledged pursuant to the Pledge Agreement shall be pledged
to the Collateral Agent for the benefit of the Secured Creditors pursuant to the
Pledge Agreement (or another pledge agreement in substantially similar form, if
needed), and in the case of a failure to deliver the evidence described in
clause (ii) or (iii) above, such Foreign Subsidiary shall execute and deliver
the Security Agreement (or another security agreement in substantially similar
form, if needed) or the Pledge Agreement (or another pledge agreement in
substantially similar form, if needed), as the case may be, granting to the
Collateral Agent for the benefit of the Secured Creditors a security interest in
all of such Foreign Subsidiary's assets or the capital stock and promissory
notes owned by such Foreign Subsidiary, as the case may be, and securing the
Obligations of the Borrower under the Credit Documents and under any Interest
Rate Protection Agreement or Other Hedging Agreement and, in the event the
Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the
obligations of such Foreign Subsidiary thereunder, and in the case of a failure
to deliver the evidence described in clause (iv) above, such Foreign Subsidiary
shall execute and deliver the Subsidiaries Guaranty (or another guaranty in
substantially similar form, if needed), guaranteeing the Obligations of the
Borrower under the Credit Documents and under any Interest Rate Protection
Agreement or Other Hedging Agreement, in each case to the extent that the
entering into of such Security Agreement, Pledge Agreement or Subsidiaries
Guaranty (or substantially similar document) is permitted by the laws of the
respective foreign jurisdiction and with all documents delivered pursuant to
this Section 8.14 to be in form and substance reasonably satisfactory to the
Administrative Agent and the Required Lenders.

                  SECTION 9. NEGATIVE COVENANTS. The Borrower covenants and
agrees that on and after the Restatement Effective Date and until the Total
Commitments and all Letters of Credit have terminated and the Loans, Notes and
Unpaid Drawings, together with interest, Fees and all other Obligations incurred
hereunder and thereunder, are paid in full (other than any indemnity, not then
due and payable, which by its terms shall survive such termination and payment):

                  9.01 LIENS. The Borrower will not, and will not permit any of
its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or
with respect to any property or assets (real or personal, tangible or
intangible) of the Borrower or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable with recourse to the Borrower
or any of its Subsidiaries), or assign any right to receive income or permit the
filing of any financing statement under the UCC or any other similar notice of
Lien under any similar recording or notice statute; PROVIDED that the provisions
of this Section 9.01 shall not prevent the creation, incurrence, assumption or
existence of the following (Liens described below are herein referred to as
"PERMITTED LIENS"):

                 (i) inchoate Liens for taxes, assessments or governmental
         charges or levies not yet due and payable or Liens for taxes,
         assessments or governmental charges or levies being contested in good
         faith and by appropriate proceedings for which adequate reserves have
         been established in accordance with generally accepted accounting
         principles in the United States (or the equivalent thereof in any
         country in which a Foreign Subsidiary is doing business, as
         applicable);

                (ii) Liens in respect of property or assets of the Borrower or
         any of its Subsidiaries imposed by law, which arise or were incurred in
         the ordinary course of business and do not

                                     -61-
<PAGE>

         secure Indebtedness for borrowed money, such as carriers',
         workmen's, repairmen's, warehousemen's, materialmen's and mechanics'
         liens, collecting bank's liens, charge back rights of depository
         banks for uncollected items and other similar Liens arising or
         incurred in the ordinary course of business, and (x) which do not in
         the aggregate materially detract from the value of the property or
         assets of the Borrower or such Subsidiary and do not materially
         impair the use thereof in the operation of the business of the
         Borrower or such Subsidiary or (y) which are being contested in good
         faith by appropriate proceedings, which proceedings (or orders
         entered in connection with such proceedings) have the effect of
         preventing the forfeiture or sale of the property or assets subject
         to any such Lien;

               (iii) Liens in existence on the Original Effective Date which are
         listed, and the property subject thereto described, in Schedule IV, but
         only to the respective date, if any, set forth in such Schedule IV for
         the removal and termination of any such Liens, plus renewals and
         extensions of such Liens to the extent set forth on Schedule IV,
         PROVIDED that (x) the aggregate principal amount of the Indebtedness,
         if any, secured by such Liens does not increase from that amount
         outstanding at the time of any such renewal or extension and (y) any
         such renewal or extension does not encumber any additional assets or
         properties of the Borrower or any of its Subsidiaries;

                (iv)  Permitted Encumbrances;

                 (v) Liens created pursuant to this Agreement and the Security
Documents;

                (vi) licenses, leases or subleases granted to other Persons in
         the ordinary course of business not materially interfering with the
         conduct of the business of the Borrower and its Subsidiaries taken as a
         whole;

               (vii) Liens placed upon assets used in the ordinary course of
         business of the Borrower or any of its Subsidiaries (other than the
         Receivables Entity) at the time of acquisition thereof by the Borrower
         or any such Subsidiary or within 90 days thereafter to secure
         Indebtedness incurred to pay all or a portion of the purchase price
         thereof, PROVIDED that (i) any such Liens attach only to the equipment
         so purchased and upgrades thereon, (ii) the Indebtedness secured by any
         such Lien does not exceed 100% of the lesser of the fair market value
         or the purchase price of the equipment being purchased at the time of
         the incurrence of such Indebtedness and (iii) the Indebtedness secured
         thereby is permitted to be incurred pursuant to Section 9.04(vi);

              (viii) easements, rights-of-way, restrictions (including zoning
         restrictions), covenants, encroachments, protrusions and other similar
         charges or encumbrances, and minor title deficiencies, in each case
         whether now or hereafter in existence, not securing Indebtedness and
         not materially interfering with the conduct of the business of the
         Borrower and its Subsidiaries taken as a whole;

                (ix) Liens arising from precautionary UCC financing statement
         filings regarding operating leases entered into by the Borrower or any
         of its Subsidiaries (other than the Receivables Entity) in the ordinary
         course of business;

                                     -62-
<PAGE>


                 (x) Liens arising out of judgments or awards in circumstances
         not constituting an Event of Default under Section 10.09 in respect of
         which the Borrower or any of its Subsidiaries shall in good faith be
         prosecuting an appeal or proceedings for review in respect of which
         there shall have been secured a subsisting stay of execution pending
         such appeal or proceedings, PROVIDED that the aggregate amount of all
         such judgments or awards does not exceed $10,000,000 at any time
         outstanding;

                (xi) statutory, contractual and common law landlords' liens
under leases or subleases permitted by this Agreement;

               (xii) Liens (other than any Lien imposed by ERISA) (x) incurred
         or deposits made in the ordinary course of business in connection with
         workers' compensation, unemployment insurance and other types of social
         security, (y) to secure the performance of tenders, statutory
         obligations (other than excise taxes), surety, stay, customs and appeal
         bonds, statutory bonds, bids, leases, government contracts, trade
         contracts, performance and return of money bonds and other similar
         obligations (exclusive of obligations for the payment of borrowed
         money) or (z) arising by virtue of deposits made in the ordinary course
         of business to secure liability for premiums to insurance carriers,
         PROVIDED that the aggregate amount of deposits at any time pursuant to
         sub-clauses (y) and (z) shall not exceed $15,000,000 in the aggregate;

              (xiii) any interest or title of a lessor, sublessor, licensee or
         licensor under any lease or license agreement permitted by this
         Agreement;

               (xiv) Liens (x) granted by the Receivables Sellers in favor of
         the Receivables Entity consisting of UCC-1 financing statements filed
         to effect the sale of Permitted Receivables Facility Assets pursuant to
         the Permitted Receivables Facility Documents, (y) granted by the
         Receivables Entity on those Permitted Receivables Facility Assets
         acquired by it pursuant to the Permitted Receivables Facility Documents
         to the extent that such Liens are created by the Permitted Receivables
         Facility Documents and (z) consisting of the right of setoff granted by
         the Receivables Entity to any financial institution acting as a lockbox
         bank in connection with the Permitted Receivables Facility;

                (xv) Liens created pursuant to Capital Leases permitted pursuant
         to Section 9.04(vi), PROVIDED that (x) such Liens only serve to secure
         the payment of Indebtedness arising under such Capitalized Lease
         Obligation and (y) the Lien encumbering the asset giving rise to such
         Capitalized Lease Obligation does not encumber any other asset of the
         Borrower or any of its Subsidiaries;

               (xvi) Liens on property or assets acquired pursuant to a
         Permitted Acquisition, or on property or assets of a Subsidiary of the
         Borrower in existence at the time such Subsidiary is acquired pursuant
         to a Permitted Acquisition, PROVIDED that (i) any Indebtedness that is
         secured by such Liens is permitted to exist under Section 9.04(xiii)
         and (ii) such Liens are not incurred in connection with, or in
         contemplation or anticipation of, such Permitted Acquisition and do not
         attach to any other asset of the Borrower or any of its Subsidiaries;

                                     -63-
<PAGE>


              (xvii) Liens securing Foreign Subsidiary Working Capital
         Indebtedness permitted pursuant to Section 9.04(xii), so long as any
         such Lien attaches only to the assets of the respective Foreign
         Subsidiary which is the obligor under such Indebtedness;

             (xviii) Liens in favor of customs and revenue authorities arising
         as a matter of law or regulation to secure the payment of customs
         duties in connection with the importation of goods and deposits made to
         secure statutory obligations in the form of excise taxes;

               (xix) Liens arising out of conditional sale, title retention,
         consignment or similar arrangements for the sale of goods entered into
         by the Borrower or any of its Subsidiaries in the ordinary course of
         business (excluding any general inventory financing);

                (xx) Liens arising pursuant to Permitted Sale-Leaseback
         Transactions to the extent permitted by Section 9.02(xiv), so long as
         such Liens do not attach to any assets of the Borrower or any of its
         Subsidiaries other than those which are the subject of such
         Permitted-Sale Leaseback Transaction; and

               (xxi) additional Liens incurred by the Borrower and its
         Subsidiaries so long as the value of the property subject to such
         Liens, and the Indebtedness and other obligations secured thereby, do
         not exceed $10,000,000.

In connection with the granting of Liens of the type described in clauses (vi),
(vii), (xiv), (xv), (xvi), (xx) and (xxi) of this Section 9.01 by the Borrower
of any of its Subsidiaries, the Administrative Agent and the Collateral Agent
shall be authorized to take any actions deemed appropriate by it in connection
therewith (including, without limitation, by executing appropriate lien releases
or lien subordination agreements in favor of the holder or holders of such
Liens, in either case solely with respect to the item or items of equipment or
other assets (including Real Property) subject to such Liens).

                  9.02 CONSOLIDATION, MERGER, PURCHASE OR SALE OF ASSETS, ETC.
The Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of (or agree to do
any of the foregoing at any future time) all or any part of its property or
assets, or enter into any sale-leaseback transactions, or purchase or otherwise
acquire (in one or a series of related transactions) any part of the property or
assets (other than purchases or other acquisitions of inventory in the ordinary
course of business) of any Person (or agree to do any of the foregoing at any
future time), except that:

                 (i) Capital Expenditures by the Borrower and its Subsidiaries
         (other than the Receivables Entity) shall be permitted to the extent
         not in violation of Section 9.07;

                (ii) each of the Borrower and its Subsidiaries (other than the
         Receivables Entity) may in the ordinary course of business, sell, lease
         or otherwise dispose of any assets which, in the reasonable judgment of
         such Person, are obsolete, worn out or otherwise no longer useful in
         the conduct of such Person's business;

               (iii) Investments may be made to the extent permitted by Section
         9.05 and Cash Equivalents may be disposed of or liquidated in the
         ordinary course of business;

                                     -64-
<PAGE>


                (iv) each of the Borrower and its Subsidiaries (other than the
         Receivables Entity) may lease (as lessee) real or personal property in
         the ordinary course of business (so long as any such lease does not
         create a Capitalized Lease Obligation except to the extent permitted by
         Section 9.04(vi));

                 (v) each of the Borrower and its Subsidiaries (other than the
         Receivables Entity) may make sales or transfers of inventory in the
         ordinary course of business and consistent with past practices;

                (vi) the Borrower and its Subsidiaries (other than the
         Receivables Entity) may sell or discount, in each case without recourse
         and in the ordinary course of business, overdue accounts receivable
         arising in the ordinary course of business, but only in connection with
         the compromise or collection thereof consistent with customary industry
         practice (and not as part of any bulk sale);

               (vii) the Borrower and its Subsidiaries (other than the
         Receivables Entity) may license or sublicense software, trademarks and
         other intellectual property in the ordinary course of business which do
         not materially interfere with the business of the Borrower and its
         Subsidiaries taken as a whole or the Borrower, so long as each such
         license is permitted to be assigned pursuant to the Security Agreement
         (to the extent that a security interest in such intellectual property
         is granted thereunder) and does not otherwise prohibit the granting of
         a Lien by the Borrower or any of its Subsidiaries pursuant to the
         Security Agreement in the intellectual property covered by such license
         or such sublicense;

              (viii) the Borrower and its Subsidiaries may make Timberlands
         Dispositions, PROVIDED that (x) at least 75% of the aggregate
         consideration received in respect thereof shall consist of cash and
         Cash Equivalents, (y) the Net Asset Sale Proceeds in respect thereof
         shall be applied as provided in Section 4.02(f) and (z) the gross
         purchase price in respect thereof shall equal or exceed the fair market
         value of all Timberland Properties sold pursuant thereto (as determined
         in good faith by senior management of the Borrower);

                (ix) the Borrower or any Domestic Wholly-Owned Subsidiary of the
         Borrower (other than the Receivables Entity) may transfer assets or
         lease to or acquire or lease assets from the Borrower or any other
         Domestic Wholly-Owned Subsidiary (other than the Receivables Entity)
         and any Domestic Wholly-Owned Subsidiary (other than the Receivables
         Entity) may be merged into the Borrower or any other Domestic
         Wholly-Owned Subsidiary of the Borrower (other than the Receivables
         Entity) (so long as, in the case of any merger involving the Borrower,
         the Borrower is the surviving corporation thereof);

                 (x) the Borrower and its Subsidiaries (other than the
         Receivables Entity) may sell or otherwise dispose of additional assets
         (other than a Timberlands Disposition, any Asset Sale pursuant to a
         Permitted Sale-Leaseback Transaction and a sale or disposition of a
         Converting Plant), PROVIDED that (v) each such sale or disposition
         shall be for an amount at least equal to the fair market value thereof
         (as determined in good faith by the senior management of the Borrower),
         (w) each such sale results in consideration at least 75% of which shall
         be in the form of cash (for such purpose, taking into account the
         amount of cash, the principal amount of any promissory notes and the
         fair market value, as determined in good faith by the senior

                                     -65-
<PAGE>


         management of the Borrower, of any other consideration), (x) the Net
         Sale Proceeds therefrom are either applied to repay Term Loans as
         provided in Section 4.02(f) or reinvested in replacement assets to
         the extent permitted by Section 4.02(f), and (y) the aggregate Net
         Sale Proceeds of all assets subject to sale or other disposition
         pursuant to this clause (x) shall not exceed (a) $50,000,000 in any
         twelve month period or (b) for all such sales and dispositions after
         the Original Effective Date, 5% of the Total Relevant Assets (as
         determined on the last day of the most recently ended fiscal quarter
         for which financial statements have been made available to the
         Lenders);

                (xi) on and after the Permitted Receivables Facility Transaction
         Date, the Receivables Sellers may (x) contribute cash to the
         Receivables Entity the proceeds of which are used to acquire Permitted
         Receivables Facility Assets from the Receivables Sellers and (y)
         transfer and reacquire Permitted Receivables Facility Assets to and
         from the Receivables Entity, in each case pursuant to, and in
         accordance with the terms of, the Permitted Receivables Facility
         Documents;

               (xii) on and after the Permitted Receivables Facility Transaction
         Date, the Receivables Entity may transfer and reacquire Permitted
         Receivables Facility Assets (to the extent acquired from the
         Receivables Sellers as provided in clause (xi) above) pursuant to, and
         in accordance with the terms of, the Permitted Receivables Facility
         Documents;

              (xiii) the Borrower and its Wholly-Owned Domestic Subsidiaries may
         make Permitted Acquisitions, so long as such Permitted Acquisitions are
         effected in accordance with the requirements of Section 8.13;

               (xiv) the Borrower or any of its Subsidiaries may effect
         Permitted Sale-Leaseback Transactions in accordance with the definition
         thereof, PROVIDED that (x) the aggregate amount of all proceeds
         received by the Borrower and its Subsidiaries from all Permitted
         Sale-Leaseback Transactions consummated on and after the Original
         Effective Date shall not exceed $100,000,000, (y) the Net Sale Proceeds
         therefrom are applied to repay Term Loans as provided in Section
         4.02(f) and (z) the Borrower establishes compliance with Sections 9.08
         and 9.09 after giving effect, on a Pro Forma Basis, to the respective
         sale or disposition;

                (xv) each of the Borrower and its Subsidiaries may sell or
         otherwise dispose of Converting Plants (other than pursuant to a
         Permitted Sale-Leaseback Transaction), PROVIDED that (v) each such sale
         or disposition shall be for an amount at least equal to the fair market
         value thereof (as determined in good faith by the senior management of
         the Borrower), (w) each such sale results in consideration at least 75%
         of which shall be in the form of cash (for such purpose, taking into
         account the amount of cash, the principal amount of any promissory
         notes and the fair market value, as determined in good faith by the
         senior management of the Borrower, of any other consideration), (x) the
         Net Sale Proceeds therefrom are either applied to repay Term Loans as
         provided in Section 4.02(f) or reinvested in replacement assets to the
         extent permitted by Section 4.02(f), and (y) the aggregate Net Sale
         Proceeds of all Converting Plants subject to sale or other disposition
         pursuant to this clause (xv) shall not exceed $60,000,000 in any twelve
         month period;

                                     -66-
<PAGE>


               (xvi) the Borrower and its Subsidiaries may sell or exchange
         specific items of equipment, so long as the purpose of each such sale
         or exchange is to acquire (and results within 90 days of such sale or
         exchange in the acquisition of) replacement items of equipment which
         are the functional equivalent of the item of equipment so sold or
         exchanged; and

              (xvii) the Borrower and its Subsidiaries may sell or lease
         equipment and other assets to their respective customers or suppliers
         in the ordinary course of business, so long as the book value of the
         equipment and other assets sold or leased after the Original Effective
         Date (as reflected on the most recent balance sheet of the Borrower or
         such Subsidiary prior to the respective sale or lease) pursuant to this
         clause (xvii) which is either subject at the time of determination to a
         lease under which the Borrower or a Subsidiary is lessor or was
         financed by an advance to the relevant customer or supplier made or
         guaranteed by the Borrower or a Subsidiary which remain outstanding on
         the date of determination, does not exceed $7,500,000 at any one time.

To the extent the Required Lenders waive the provisions of this Section 9.02
with respect to the sale of any Collateral, or any Collateral is sold as
permitted by this Section 9.02, such Collateral (unless sold to the Borrower or
a Subsidiary of the Borrower) shall be sold free and clear of the Liens created
by the Security Documents, and the Administrative Agent and Collateral Agent
shall be authorized to take any actions deemed appropriate in order to effect
the foregoing.

                  9.03 DIVIDENDS. The Borrower shall not, and shall not permit
any of its Subsidiaries to, authorize, declare or pay any Dividends with respect
to the Borrower or any of its Subsidiaries, except that:

                 (i)  any  Subsidiary of the Borrower may pay cash Dividends
         to the Borrower or any  Wholly-Owned  Subsidiary of the
         Borrower;

                (ii) so long as there shall exist no Default or Event of Default
         (both before and after giving effect to the payment thereof), the
         Borrower may repurchase outstanding shares of its common stock (or
         options to purchase such common stock) owned by employees, officers or
         directors of the Borrower or any Subsidiary following the death,
         disability, retirement or termination of employment of such employee,
         officer or director, PROVIDED that (x) the aggregate amount of all
         Dividends paid pursuant to this clause (ii) in any fiscal year shall
         not exceed $3,000,000 and (y) if $3,000,000 exceeds the amount of
         Dividends paid by the Borrower pursuant to this clause (ii) in any
         fiscal year, such excess may be carried forward and utilized to pay
         Dividends pursuant to this clause (ii) in succeeding fiscal years so
         long as the aggregate amount of Dividends paid pursuant to this clause
         (ii) in any fiscal year shall not exceed $10,000,000;

               (iii) any Subsidiary of the Borrower that is a Joint Venture may
         pay cash Dividends to its shareholders or partners generally, so long
         as the Borrower or its respective Subsidiary which owns the equity
         interest or interests in the Subsidiary paying such Dividends receives
         at least its proportionate share thereof (based upon its relative
         holdings of equity interest in the Subsidiary paying such Dividends and
         taking into account the relative preferences, if

                                     -67-
<PAGE>


         any, of the various classes of equity interests in such Subsidiary
         or the terms of any agreements applicable thereto);

                (iv) the Borrower may pay cash Dividends to PCA Holdings, so
         long as the proceeds thereof are promptly used by PCA Holdings to pay
         operating and administrative expenses in the ordinary course of
         business (including, without limitation, professional fees and
         expenses), other similar corporate overhead costs and expenses and
         salaries or other compensation of employees who perform services for
         PCA Holdings and the Borrower, in each case to the extent such payments
         are made in accordance with the requirements of the PCA Holdings
         Service Agreement, PROVIDED that the aggregate amount of cash Dividends
         paid pursuant to this clause (iv) in any fiscal year shall not exceed
         $1,000,000;

                (v) so long as the Timberlands Disposition Recapture/Restricted
         Payments Requirements are satisfied at the time of the consummation of
         the respective sale of Timberland Properties pursuant to the
         Timberlands Dispositions, the Borrower may utilize proceeds from the
         Timberlands Dispositions in an aggregate amount not to exceed the
         Excluded Timberland Disposition Proceeds to pay cash Dividends with
         respect to Borrower Common Stock, so long as the aggregate amount of
         all cash payments with respect to Borrower Common Stock made in
         reliance on this clause (v) does not exceed the Excluded Timberland
         Disposition Proceeds LESS the aggregate principal amount of Senior
         Subordinated Notes redeemed or repurchased pursuant to clause (y) of
         the proviso to Section 9.11(iii);

                (vi) the Borrower may redeem its junior preferred stock,
         PROVIDED that the aggregate amount of Dividends paid pursuant to
         this clause (vi) shall not exceed $100;

                (vii) so long as (x) there shall exist no Default or Event
         of Default (both before and after giving effect to the payment
         thereof), (y) the Leverage Ratio is less than 4.00:1.00 and (z) after
         giving effect to the payment of such Dividend, the Total Available
         Unutilized Revolving Loan Commitment shall equal or exceed $50,000,000,
         the Borrower may redeem or repurchase shares of its common stock,
         PROVIDED that the aggregate amount of Dividends paid pursuant to this
         clause (vii), does not exceed $150,000,000 LESS the aggregate principal
         amount of Senior Subordinated Notes redeemed or repurchased pursuant to
         clause (z) of the proviso to Section 9.11(iii);

                (viii) so long as there shall exist no Default or Event of
         Default, the Borrower may pay cash Dividends in lieu of the issuance of
         fractional shares so long as the aggregate amount of cash Dividends
         paid pursuant to this clause (viii) in any fiscal year shall not exceed
         $100,000; and

                (ix) in addition to all other Dividends permitted hereunder,
         so long as there shall exist no Default or Event of Default (both
         before and after giving effect to the payment thereof), the Borrower
         may pay Dividends in respect of its capital stock not to exceed in
         any fiscal year an amount equal to the amount set forth opposite the
         Leverage Ratio as determined on the last day of the immediately
         preceding fiscal year:

                                     -68-

<PAGE>

<TABLE>
<CAPTION>
                                                                         DIVIDEND
                           LEVERAGE RATIO                                 AMOUNT
      ---------------------------------------------------------        -----------
      <S>                                                            <C>
      Greater than 3.25:1.0                                                     $0

      Equal to or less than 3.25:1.00 but greater than 2.75:1.00       $15,000,000

      Equal to or less than 2.75:1.00 but greater than 2.25:1.00       $20,000,000

      Equal to or less than 2.25:1.00 but greater than 1.75:1.00       $28,000,000

      Equal to or less than 1.75:1.00                                  $35,000,000
</TABLE>

                  9.04 INDEBTEDNESS. The Borrower will not, and will not permit
any of its Subsidiaries to, contract, create, incur, assume or suffer to exist
any Indebtedness, except:

                 (i)  Indebtedness incurred or existing pursuant to this
         Agreement and the other Credit Documents;

                (ii) unsecured Indebtedness of the Borrower and the Subsidiary
         Guarantors under the Senior Subordinated Notes and the other Senior
         Subordinated Notes Documents in an aggregate principal amount for all
         Indebtedness at any time outstanding pursuant to this clause (ii) not
         to exceed $550,000,000 LESS the aggregate amount of all repayments of
         Senior Subordinated Notes after the Original Effective Date;

               (iii) Existing Indebtedness shall be permitted to the extent
         actually outstanding on the Original Effective Date and as the same is
         listed on Schedule V, but no refinancings or renewals thereof except as
         otherwise permitted by Section 9.04(xvii);

                (iv) accrued expenses and trade accounts payable incurred in the
ordinary course of business;

                 (v) Indebtedness under Interest Rate Protection Agreements
         which may be entered into from time to time by the Borrower and which
         the Borrower in good faith believes will provide protection against
         fluctuations in interest rates with respect to outstanding floating
         rate Indebtedness then outstanding, and permitted to remain
         outstanding, pursuant to the other provisions of this Section 9.04;

                (vi) Capitalized Lease Obligations (including Capitalized Lease
         Obligations arising from Permitted Sale-Leaseback Transactions) and
         Indebtedness of the Borrower and its Subsidiaries representing purchase
         money Indebtedness secured by Liens permitted pursuant to Section
         9.01(vii), PROVIDED that the sum of (without duplication) (x) the
         aggregate amount of Capitalized Lease Obligations (including
         Capitalized Lease Obligations arising from Permitted Sale Leaseback
         Transactions) incurred on and after the Original Effective Date and
         outstanding at any time PLUS (y) the aggregate principal amount of all
         such purchase

                                     -69-
<PAGE>


         money Indebtedness incurred on and after the Original Effective Date
         and outstanding at any time and (z) Permitted Acquired Debt assumed
         on and after the Original Effective Date and outstanding at any
         time, shall not exceed $150,000,000;

               (vii) intercompany Indebtedness of the Borrower and its
         Subsidiaries (other than the Receivables Entity) outstanding to the
         extent permitted by Section 9.05(vi);

              (viii) Indebtedness evidenced by Other Hedging Agreements entered
into pursuant to Section 9.05(v);

                (ix) Indebtedness under performance bonds, letter of credit
         obligations to provide security for worker's compensation claims and
         bank overdrafts, in each case incurred in the ordinary course of
         business, PROVIDED that any obligations arising in connection with such
         bank overdraft Indebtedness is extinguished within five Business Days;

                 (x) the Borrower and its Subsidiaries may enter into take or
         pay contracts for the provision of electricity, steam or other energy
         source or other raw materials under which the minimum required payment
         does not exceed $30,000,000 in the aggregate in any fiscal year for all
         such contracts;

                (xi) Indebtedness which may be deemed to exist pursuant to the
         Permitted Receivables Facility, so long as the Attributed Receivables
         Facility Indebtedness does not exceed the Permitted Receivables
         Facility Threshold Amount;

               (xii) Indebtedness of Foreign Subsidiaries of the Borrower under
         lines of credit extended to any such Foreign Subsidiary by Persons
         other than the Borrower or any of its Subsidiaries, the proceeds of
         which Indebtedness are used for such Foreign Subsidiary's working
         capital purposes, PROVIDED that the aggregate principal amount of all
         such Indebtedness outstanding at any time for all such Foreign
         Subsidiaries (such Indebtedness being the "FOREIGN SUBSIDIARY WORKING
         CAPITAL INDEBTEDNESS") shall not exceed the Foreign Borrowing Base
         Amount in effect at such time;

              (xiii) Indebtedness of a Subsidiary acquired pursuant to a
         Permitted Acquisition (or Indebtedness assumed by the Borrower or any
         Wholly-Owned Domestic Subsidiary pursuant to a Permitted Acquisition as
         a result of a merger or consolidation or the acquisition of an asset
         securing such Indebtedness) (the "PERMITTED ACQUIRED DEBT"), so long as
         (w) such Indebtedness was not incurred in connection with, or in
         anticipation or contemplation of, such Permitted Acquisition, (x) such
         Indebtedness does not constitute debt for borrowed money, it being
         understood and agreed that Capitalized Lease Obligations and purchase
         money Indebtedness shall not constitute debt for borrowed money for
         purposes of this clause (x) and (y) the sum of (1) the aggregate amount
         of all Capitalized Lease Obligations and purchase money Indebtedness
         incurred on and after the Original Effective Date pursuant to Section
         9.04(vi) and outstanding at any time and (2) the Permitted Acquired
         Debt assumed on and after the Original Effective Date and outstanding
         at any time, shall not exceed $150,000,000;

                                     -70-
<PAGE>


               (xiv) Indebtedness of the Borrower and its Subsidiaries which may
         be deemed to exist pursuant to their respective obligations to pay
         Dividends permitted by Section 9.03 after same have been declared;

                (xv) Indebtedness consisting of loans to officers and employees
         of the Borrower and its Subsidiaries made or guaranteed by the
         Borrower, the proceeds of which are utilized to purchase Borrower
         Common Stock in an aggregate principal amount not to exceed $5,500,000
         outstanding at any time;

               (xvi) Indebtedness of the Borrower or any of its Subsidiaries
         which may be deemed to exist in connection with agreements providing
         for indemnification, purchase price adjustments and similar obligations
         in connection with acquisitions or sales of assets and/or businesses
         effected in accordance with the requirements of this Agreement (so long
         as any such obligations are those of the Person making the respective
         acquisition or sale, and are not guaranteed by any other Person);

              (xvii) Permitted Refinancing Indebtedness incurred in accordance
         with the requirements of the definition thereof, so long as no Default
         or Event of Default is then in existence or would result therefrom;

             (xviii) in connection with Timberlands Dispositions, the Borrower
         and its Subsidiaries may enter into agreements for the purchase of
         fiber in order to insure continuing fiber source at market price or
         less as determined in good faith by the Borrower;

               (xix) unsecured Indebtedness of the Borrower and its Subsidiaries
         (other than the Receivables Entity) to the Receivables Entity funded
         from reserve accounts and other residual interests of the Receivables
         Entity in Permitted Receivables Facility Assets to the extent permitted
         under the Permitted Receivables Facility Documents; and

                (xx) additional unsecured Indebtedness of the Borrower and its
         Subsidiaries not otherwise permitted pursuant to this Section 9.04, so
         long as the aggregate principal amount of all Indebtedness incurred
         pursuant to this clause (xx) does not exceed $50,000,000 at any time
         outstanding.

                  9.05 ADVANCES, INVESTMENTS AND LOANS. The Borrower will not,
and will not permit any of its Subsidiaries to, directly or indirectly, lend
money or credit or make advances to any Person, or purchase or acquire any
stock, obligations or securities of, or any other interest in, or make any
capital contribution to, any other Person, or purchase or own a futures contract
or otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, or hold any
cash or Cash Equivalents, (each of the foregoing an "INVESTMENT" and,
collectively, "INVESTMENTS") except that the following shall be permitted:

                 (i) the Borrower and its Subsidiaries (other than the
         Receivables Entity) may acquire and hold accounts receivables owing to
         any of them if created or acquired in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms
         of the Borrower or such Subsidiary;

                                     -71-
<PAGE>

                (ii) the Borrower and its Subsidiaries (other than the
         Receivables Entity) may acquire and hold cash and Cash Equivalents;

               (iii) the Borrower and its Subsidiaries (other than the
         Receivables Entity) may make loans and advances in the ordinary course
         of business to their respective employees so long as the aggregate
         principal amount thereof at any time outstanding (determined without
         regard to any write-downs or write-offs of such loans and advances)
         shall not exceed $5,500,000;

                (iv) the Borrower may enter into Interest Rate Protection
Agreements to the extent permitted in Section 9.04(v);

                 (v) the Borrower may enter into and perform its obligations
         under Other Hedging Agreements entered into in the ordinary course of
         business and so long as any such Other Hedging Agreement is not
         speculative in nature and is (x) related to income derived from foreign
         operations of the Borrower or any Subsidiary or otherwise related to
         purchases permitted hereunder from foreign suppliers or (y) entered
         into to protect the Borrower and/or its Subsidiaries against
         fluctuations in the prices of raw materials and energy costs used in
         their businesses;

                (vi) any Wholly-Owned Subsidiary may make intercompany loans to
         the Borrower or any Wholly-Owned Subsidiary (other than the Receivables
         Entity) and the Borrower may make intercompany loans and advances to
         any Wholly-Owned Subsidiary (other than the Receivables Entity),
         PROVIDED that (x) any promissory notes evidencing such intercompany
         loans made by the Borrower or any Domestic Wholly-Owned Subsidiary
         shall be pledged (and delivered) by the Borrower or the respective
         Domestic Wholly-Owned Subsidiary that is the lender of such
         intercompany loan as Collateral pursuant to the Pledge Agreement, (y)
         neither the Borrower nor any Domestic Subsidiaries of the Borrower may
         make loans to any Foreign Subsidiaries of the Borrower pursuant to this
         clause (vi) and (z) any loans made by any Foreign Subsidiaries to the
         Borrower or any of its Domestic Subsidiaries or by any Receivables
         Entity to the Borrower or any Wholly-Owned Subsidiary pursuant to this
         clause (vi) shall be subordinated to the obligations of the Credit
         Parties pursuant to subordination provisions in substantially the form
         of Exhibit H hereto;

               (vii) the Borrower and its Subsidiaries may sell or transfer
assets to the extent permitted by Section 9.02;

              (viii) the Borrower may establish Subsidiaries to the extent
permitted by Section 9.14;

                (ix) the Receivables Sellers may make an initial cash capital
         contribution to the Receivables Entity on the Permitted Receivables
         Facility Transaction Date as provided in the Permitted Receivables
         Facility Documents, so long as the Receivables Entity uses all of the
         proceeds of such contribution on such date to purchase Permitted
         Receivables Facility Assets from the Receivables Sellers, and the
         Borrower may hold the capital stock of the Receivables Entity issued to
         it so long as such capital stock has been duly pledged and delivered to
         the Collateral Agent pursuant to the Pledge Agreement;

                                     -72-
<PAGE>


                 (x) on or after the Permitted Receivables Facility Transaction
         Date, the Receivables Entity may invest those Permitted Receivables
         Facility Assets pursuant to, and in accordance with the terms of, the
         Permitted Receivables Facility Documents;

                (xi) the Borrower and its Subsidiaries may acquire and own
         investments (including debt obligations and equity securities) received
         in connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent obligations of, and other
         disputes with, customers and suppliers arising in the ordinary course
         of business;

               (xii) so long as no Default or Event of Default exists or would
         exist immediately after giving effect to the respective Investment, the
         Borrower and its Wholly-Owned Domestic Subsidiaries shall be permitted
         to make Investments in any Joint Venture on any date in an amount not
         to exceed the Available J.V. Basket Amount on such date (after giving
         effect to all prior and contemporaneous adjustments thereto, except as
         a result of such Investment), it being understood and agreed that to
         the extent the Borrower or one or more other Credit Parties (after the
         respective Investment has been made) receives a cash return from the
         respective Joint Venture of amounts previously invested pursuant to
         this clause (xii) (which cash return may be made by way of repayment of
         principal in the case of loans and cash equity returns (whether as a
         distribution, dividend or redemption) in the case of equity
         investments) or a return in the form of an asset distribution from the
         respective Joint Venture of any asset previously contributed pursuant
         to this clause (xii), then the amount of such cash return of investment
         or the fair market value of such distributed asset (as determined in
         good faith by senior management of the Borrower), as the case may be,
         shall, upon the Administrative Agent's receipt of a certification of
         the amount of the return of investment from an Authorized Officer,
         apply to increase the Available J.V. Basket Amount, PROVIDED that the
         aggregate amount of increases to the Available J.V. Basket Amount
         described above shall not exceed the amount of returned Investment and,
         in no event, shall the amount of the increases made to the Available
         J.V. Basket Amount in respect of any Investment exceed the amount
         previously invested pursuant to this clause (xii);

              (xiii) the Borrower and any of its Wholly-Owned Domestic
         Subsidiaries may make Permitted Acquisitions in accordance with the
         relevant requirements of Section 8.13 and the component definitions as
         used therein; and

               (xiv) the Borrower and its Subsidiaries may make advances and
         loans in the ordinary course of business to their respective customers,
         so long as the aggregate principal amount thereof at any time
         outstanding (determined without regard to any write-downs or write-offs
         of such loans or advances) shall not exceed $7,500,000.

                  9.06 TRANSACTIONS WITH AFFILIATES. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into any transaction or series
of related transactions, whether or not in the ordinary course of business, with
any Affiliate of the Borrower or any of its Subsidiaries, other than in the
ordinary course of business and on terms and conditions substantially as
favorable to the Borrower or such Subsidiary as would reasonably be obtained by
the Borrower or such Subsidiary at that time in a comparable arm's-length
transaction with a Person other than an Affiliate, except that:

                                     -73-
<PAGE>


                 (i) Dividends may be paid to the extent provided in Section
         9.03 or, at any time and to the extent that any Dividend is permitted
         to by paid by the Borrower to PCA Holdings pursuant to Section
         9.03(iv), the Borrower may in lieu of paying the amounts permitted to
         be paid in the form of Dividends pursuant to said Section, pay such
         amounts to PCA Holdings pursuant to the PCA Holdings Service Agreement,
         so long as all proceeds of such payments are used by PCA Holdings to
         make the payments which would be required to be made by it if such
         amounts had been paid as Dividends pursuant to, and in accordance with
         the requirements of, Section 9.03(iv); PROVIDED that such payments
         shall be alternative to and not duplicative of any Dividends paid (and
         permitted to be paid) pursuant to said Section;

                (ii) loans may be made and other transactions may be entered
         into between the Borrower and its Subsidiaries to the extent permitted
         by Sections 9.04 and 9.05;

               (iii) so long as no Default or Event of Default is then in
         existence or would result therefrom, the payment, on a quarterly basis,
         of management fees to MDP in an aggregate amount not to exceed $500,000
         in any fiscal quarter of the Borrower pursuant to, and in accordance
         with the terms of, the MDP Management Agreement; PROVIDED that if
         during any fiscal quarter of the Borrower, a Default or Event of
         Default is in existence and such management fees cannot be paid as
         provided above, such fees shall continue to accrue and may be paid at
         such time as all Defaults and Events of Default have been cured or
         waived and so long as no Default or Event of Default will exist
         immediately after giving effect to the payment thereof;

                (iv) customary fees to non-officer directors of the Borrower and
its Subsidiaries;

                 (v) the reimbursement of MDP for its reasonable out-of-pocket
         expenses incurred in connection with performing management services to
         the Borrower and its Subsidiaries under the MDP Management Agreement;
         and

                (vi) transactions may be entered into between the Borrower and
         the Subsidiary Guarantors to the extent permitted by this Agreement.

In no event shall any management, consulting or similar fees be paid or payable
by the Borrower or any of its Subsidiaries to any Person except as specifically
provided in this Section 9.06.

                  9.07 CAPITAL EXPENDITURES. (a) The Borrower will not, and will
not permit any of its Subsidiaries to, make any Capital Expenditures, except
that during any fiscal year set forth below, the Borrower and its Subsidiaries
may make Capital Expenditures, so long as the aggregate amount of such Capital
Expenditures does not exceed in any fiscal year set forth below the amount set
forth opposite such fiscal year below:

<TABLE>
<CAPTION>

                    FISCAL YEAR ENDING                    AMOUNT
                    ------------------                 ------------
                   <S>                                <C>
                    December 31, 2000                  $135,000,000
                    December 31, 2001                  $140,000,000
                    December 31, 2002                  $145,000,000
                    December 31, 2003                  $150,000,000
</TABLE>
                                     -74-
<PAGE>

<TABLE>
<CAPTION>
                   <S>                                <C>
                    December 31, 2004                  $155,000,000
                    December 31, 2005                  $160,000,000
                    December 31, 2006                  $160,000,000
                    December 31, 2007                  $160,000,000
</TABLE>

                  (b) Notwithstanding the foregoing, in the event that the
amount of Capital Expenditures permitted to be made by the Borrower and its
Subsidiaries pursuant to clause (a) above in any fiscal year (before giving
effect to any increase in such permitted expenditure amount pursuant to this
clause (b)) is greater than the amount of such Capital Expenditures made by the
Borrower and its Subsidiaries during such fiscal year, such excess (the
"ROLLOVER AMOUNT") may be carried forward and utilized to make Capital
Expenditures in succeeding fiscal years of the Borrower; PROVIDED that in no
event shall the aggregate amount of Capital Expenditures made by the Borrower
and its Subsidiaries during any fiscal year pursuant to Section 9.07(a) and this
Section 9.07(b) exceed $250,000,000.

                  (c) Notwithstanding the foregoing, the Borrower and its
Subsidiaries may make Capital Expenditures (which Capital Expenditures will not
be included in any determination under the foregoing clause (a)) with Net Asset
Sale Proceeds to the extent such Net Asset Sale Proceeds are not required to be
applied to repay Term Loans pursuant to Section 4.02(f) and such proceeds are
reinvested as required by said Section.

                  (d) Notwithstanding the foregoing, the Borrower and its
Subsidiaries may make Capital Expenditures (which Capital Expenditures will not
be included in any determination under the foregoing clause (a)) consisting of
the reinvestment of Net Insurance/Condemnation Proceeds not required to be
applied to prepay Term Loans pursuant to Section 4.02(g).

                  (e) Notwithstanding the foregoing, (x) the Borrower and its
Wholly-Owned Domestic Subsidiaries may make Capital Expenditures (which Capital
Expenditures will not be included in any determination under the foregoing
clause (a)) constituting Permitted Acquisitions effected in accordance with the
requirements of Section 9.02(xiii) and (y) on each date during a fiscal year in
which the Available Permitted Acquisition Basket Amount is utilized to make a
Permitted Acquisition pursuant to Section 8.13(iv)(y), the amount so utilized
shall be applied on a dollar for dollar basis to reduce the amount of Capital
Expenditures permitted under Section 9.07(a) for the fiscal year in which such
date occurs.

                  9.08 CONSOLIDATED INTEREST COVERAGE RATIO. The Borrower will
not permit the Consolidated Interest Coverage Ratio for any Test Period ended on
the last day of a fiscal quarter set forth below to be less than the amount set
forth opposite such fiscal quarter below:

<TABLE>
<CAPTION>
                 FISCAL QUARTER ENDED                                 RATIO
                 --------------------                               --------
                 <S>                                                <C>
                 March 31, 2000                                     1.50:1.0
                 June 30, 2000                                      1.50:1.0
                 September 30, 2000                                 1.60:1.0
                 December 31, 2000                                  1.60:1.0
                 March 31, 2001                                     1.75:1.0
</TABLE>

                                     -75-
<PAGE>

<TABLE>
<CAPTION>
                 FISCAL QUARTER ENDED                                 RATIO
                 --------------------                               --------
                 <S>                                                <C>
                 June 30, 2001                                      1.75:1.0
                 September 30, 2001                                 2.00:1.0
                 December 31, 2001                                  2.00:1.0

                 March 31, 2002                                     2.00:1.0
                 June 30, 2002                                      2.00:1.0
                 September 30, 2002                                 2.00:1.0
                 December 31, 2002                                  2.00:1.0

                 March 31, 2003                                     2.25:1.0
                 June 30, 2003                                      2.25:1.0
                 September 30, 2003                                 2.25:1.0
                 December 31, 2003                                  2.25:1.0

                 March 31, 2004                                     2.25:1.0
                 June 30, 2004                                      2.25:1.0
                 September 30, 2004                                 2.25:1.0
                 December 31, 2004                                  2.25:1.0

                 March 31, 2005 and                                 2.50:1.0
                     each Fiscal Quarter thereafter
</TABLE>

                  9.09 MAXIMUM LEVERAGE RATIO. The Borrower will not permit the
Leverage Ratio at any time during a fiscal quarter set forth below to be greater
than the ratio set forth opposite such fiscal quarter below:

<TABLE>
<CAPTION>
                 FISCAL QUARTER ENDED                                 RATIO
                 --------------------                               --------
                 <S>                                                <C>
                  March 31, 2000                                     6.75:1.0
                  June 30, 2000                                      5.50:1.0
                  September 30, 2000                                 5.50:1.0
                  December 31, 2000                                  5.50:1.0

                  March 31, 2001                                     5.50:1.0
                  June 30, 2001                                      5.00:1.0
                  September 30, 2001                                 5.00:1.0
                  December 31, 2001                                  4.25:1.0
                  and each Fiscal Quarter thereafter
</TABLE>

Notwithstanding anything to the contrary contained in this Agreement, all
calculations of compliance with this Section 9.09 shall be made on a PRO FORMA
Basis.

                  9.10 MINIMUM CONSOLIDATED NET WORTH. The Borrower will not
permit Consolidated Net Worth at any time during any fiscal quarter set forth
below to be less than the amount set forth opposite such fiscal quarter below:

                                     -76-
<PAGE>

<TABLE>
<CAPTION>

           FISCAL QUARTER ENDED               MINIMUM CONSOLIDATED NET WORTH
           --------------------               ------------------------------
           <S>                              <C>
           June 30, 2000                      $325,000,000
           September 30, 2000                 $325,000,000
           December 31, 2000                  $350,000,000

           March 31, 2001                     $350,000,000
           June 30, 2001                      $350,000,000
           September 30, 2001                 $350,000,000
           December 31, 2001                  $400,000,000

           March 31, 2002                     $400,000,000
           June 30, 2002                      $400,000,000
           September 30, 2002                 $400,000,000
           December 31, 2002                  $450,000,000

           March 31, 2003                     $450,000,000
           June 30, 2003                      $450,000,000
           September 30, 2003                 $450,000,000
           December 31, 2003                  $490,000,000

           March 31, 2004                     $490,000,000
           June 30, 2004                      $490,000,000
           September 30, 2004                 $490,000,000
           December 31, 2004                  $540,000,000

           March 31, 2005                     $540,000,000
           June 30, 2005                      $540,000,000
           September 30, 2005                 $540,000,000
           December 31, 2005                  $590,000,000

           March 31, 2006                     $590,000,000
           June 30, 2006                      $590,000,000
           September 30, 2006                 $590,000,000
           December 31, 2006                  $640,000,000

           March 31, 2007                     $640,000,000
           June 30, 2007                      $640,000,000
</TABLE>

            9.11 LIMITATION ON MODIFICATIONS OF INDEBTEDNESS;
MODIFICATIONS OF CERTIFICATE OF INCORPORATION, BY-LAWS AND CERTAIN OTHER
AGREEMENTS; ETC. The Borrower will not, and will not permit any of its
Subsidiaries to:

                  (i) amend or modify, or permit the amendment or modification
         of, any provision of any Senior Subordinated Notes Document or of any
         agreement (including, without limitation, any purchase agreement,
         indenture, loan agreement or security agreement) relating thereto;

                                     -77-
<PAGE>



                  (ii) amend or modify, or permit the amendment or modification
         of, any provision of any Existing Indebtedness, any Permitted Debt or
         of any agreement (including, without limitation, any purchase
         agreement, indenture, loan agreement or security agreement) relating
         thereto other than any amendments or modifications thereto which (A) do
         not make any material term or condition thereof more restrictive than
         previously existing terms and conditions with respect thereto, (B) do
         not in any way materially adversely affect the interest of the Lenders
         and (C) do not increase the interest rates applicable thereunder,
         reduce the maturity date thereunder or change any subordination
         provision thereof from those in effect immediately prior to such
         amendment or modification;

                  (iii) make (or give any notice in respect thereof) any
         voluntary or optional payment or prepayment on or redemption or
         acquisition for value (including, without limitation, by way of
         depositing with the trustee with respect thereto monies or securities
         before due for the purpose of paying when due) or exchange of, or any
         prepayment or redemption as a result of any asset sale, change of
         control or similar event of, any Senior Subordinated Note or any
         Existing Indebtedness, PROVIDED that (x) so long as no Default or Event
         of Default is then in existence or would result therefrom, the Borrower
         may and its Subsidiaries may make such payments and prepayments in
         connection with Existing Indebtedness, (y) so long as the Timberlands
         Disposition Recapture/Restricted Payments Requirements are satisfied at
         the time of the consummation of the respective sale of Timberland
         Properties pursuant to the Timberlands Dispositions, the Borrower may
         utilize proceeds from the Timberlands Dispositions in an aggregate
         amount not to exceed the Excluded Timberlands Disposition Proceeds to
         repurchase or otherwise redeem Senior Subordinated Notes in an
         aggregate principal amount not to exceed the remainder of (A) the
         Excluded Timberlands Disposition Proceeds LESS (B) the aggregate amount
         of cash Dividends paid with respect to Borrower Common Stock pursuant
         to Section 9.03(v), if any, and (z) so long as (A) there shall exist no
         Default or Event of Default (both before and after giving effect to the
         payment thereof), (B) the Leverage Ratio is less than 4.00:1.00 and (C)
         after giving effect to such repurchase or redemption, the Total
         Available Unutilized Revolving Loan Commitment shall equal or exceed
         $50,000,000, the Borrower may repurchase or otherwise redeem Senior
         Subordinated Notes in an aggregate principal amount not to exceed
         $150,000,000 LESS the cash Dividends paid pursuant to Section
         9.03(vii);

                  (iv) amend or modify, or permit the amendment or modification
         of any Contribution Document (as defined in the Existing Credit
         Agreement), any Common Equity Financing Document (as defined in the
         Existing Credit Agreement), the PCA Holdings Service Agreement or any
         Management Agreement (including, without limitation, the MDP Management
         Agreement), except for amendments or modifications which are not in any
         way materially adverse to the interests of the Lenders and do not
         involve the payment by the Borrower or any of its Subsidiaries of any
         amounts which could give rise to a violation of this Agreement or
         result in the Borrower or any of its Subsidiaries incurring any
         additional liability or monetary obligations not permitted under this
         Agreement;

                  (v) amend, modify or change its Certificate of Incorporation
         (except as contemplated by the Shareholders' Agreement as in effect on
         the Original Effective Date) (including, without limitation, by the
         filing or modification of any certificate of designation) or By-Laws
         (or equivalent organizational documents) or any agreement entered into
         by it, with respect to its capital stock (or equivalent interests)
         (including any Shareholders' Agreement), or enter into any new
         agreement with respect to

                                     -78-
<PAGE>


         its capital stock, other than any amendments, modifications or
         changes pursuant to this clause (v) or any such new agreements
         pursuant to this clause (v) which do not in any way materially
         adversely affect the interests of the Lenders or which may be
         required to issue new capital stock permitted to be issued pursuant
         to Section 9.13; or

                  (vi) at any time after the Permitted Receivables Facility
         Transaction Date, amend or modify, or permit the amendment or
         modification of, any provision of any Permitted Receivables Facility
         Document, except as permitted by the definition thereof.

                  9.12 LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES. The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any such Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Borrower or any Subsidiary
of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of
the Borrower, (b) make loans or advances to the Borrower or any of the
Borrower's Subsidiaries or (c) transfer any of its properties or assets to the
Borrower or any of the Borrower's Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law, (ii) this
Agreement and the other Credit Documents, (iii) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of the
Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting
assignment of any licensing agreement entered into by the Borrower or a
Subsidiary of the Borrower in the ordinary course of business, (v) the Senior
Subordinated Notes Documents, (vi) customary provisions restricting the transfer
of assets subject to Liens permitted under Sections 9.01(vii), (vii) any
Permitted Receivables Facility Document, (viii) restrictions applicable to any
Joint Venture that is a Subsidiary existing at the time of the acquisition
thereof as a result of an Investment pursuant to Section 9.05 or a Permitted
Acquisition effected in accordance with Section 8.14, PROVIDED that the
restrictions applicable to the respective such Joint Venture are not made worse,
or more burdensome, from the perspective of the Borrower and its Subsidiaries,
than those as in effect immediately before giving effect to the consummation of
the respective Investment or Permitted Acquisition and (ix) any agreement or
instrument governing Permitted Acquired Debt, which encumbrance or restriction
is not applicable to any Person or the properties or assets of any Person, other
than the Person or the properties or assets of the Person acquired pursuant to
the respective Permitted Acquisition and so long as the respective encumbrances
or restrictions were not created (or made more restrictive) in connection with
or in anticipation of the respective Permitted Acquisition.

                  9.13  LIMITATION ON ISSUANCE OF CAPITAL STOCK.  (a)  The
Borrower will not issue any Disqualified Stock.

                  (b) The Borrower will not permit any of its Subsidiaries to
issue any capital stock (including by way of sales of treasury stock) or any
options or warrants to purchase, or securities convertible into, capital stock,
except (i) for transfers and replacements of then outstanding shares of capital
stock, (ii) for stock splits, stock dividends and additional issuances which do
not decrease the percentage ownership of the Borrower or any of its Subsidiaries
in any class of the capital stock of such Subsidiary, (iii) in the case of
Foreign Subsidiaries of the Borrower, to qualify

                                     -79-
<PAGE>

directors to the extent required by applicable law, and (iv) Subsidiaries of
the Borrower formed after the Restatement Effective Date pursuant to Section
9.14 may issue capital stock to the Borrower or the respective Subsidiary of
the Borrower which is to own such stock in accordance with the requirements
of Section 8.11. All capital stock issued in accordance with this Section
9.13(b) shall, to the extent required by the Pledge Agreement, be delivered
to the Collateral Agent for pledge pursuant to the Pledge Agreement.

                  9.14 LIMITATION ON CREATION OF SUBSIDIARIES AND JOINT
VENTURES. (a) The Borrower shall not establish, create or acquire any additional
Subsidiaries (other than Joint Ventures permitted to be established in
accordance with the requirements of Section 9.05(xii)) without the prior written
consent of the Required Lenders; PROVIDED that the Borrower may establish or
create one or more Wholly-Owned Subsidiaries of the Borrower (including a
Receivables Entity) without such consent so long as (i) 100% of the capital
stock of any new Domestic Subsidiary (or all capital stock of any new Foreign
Subsidiary which is owned by any Credit Party, except that, subject to the
provisions of Section 8.14, not more than 66 2/3% of the voting stock of any
such Foreign Subsidiary shall be required to be so pledged) is upon the
creation, establishment or acquisition of any such new Subsidiary pledged and
delivered to the Collateral Agent for the benefit of the Secured Creditors under
the Pledge Agreement and (ii) upon the creation or establishment of any such new
Domestic Subsidiary, such Domestic Subsidiary (other than the Receivables
Entity) executes the Additional Security Documents and guaranty required to be
executed by it in accordance with Section 8.11.

                  (b) The Borrower will not, nor will the Borrower permit any of
its Subsidiaries to, enter into any Joint Venture, except to the extent
permitted by Section 9.05(xii).

                  9.15 BUSINESS. (a) The Borrower will not, and will not permit
any of its Subsidiaries to, engage directly or indirectly in any lines of
business other than a Permitted Business, PROVIDED that (i) Wholly-Owned
Subsidiaries of the Borrower may engage in lines of Business other than
Permitted Businesses so long as the aggregate amount of all Investments by the
Borrower and its Subsidiaries in such Subsidiaries does not exceed $10,000,000
and (ii) Joint Ventures in which Investments are permitted to be made pursuant
to Section 9.05(xii) may engage in lines of Business other than Permitted
Businesses so long as the aggregate amount of all Investments by the Borrower
and its Subsidiaries in such Joint Ventures does not exceed $10,000,000 .

                  (b) Notwithstanding anything to the contrary contained in this
Agreement, the Receivables Entity will not engage in any business other than
purchasing Permitted Receivables Facility Assets from the Receivables Sellers
and the related transactions pursuant to the terms of the Permitted Receivables
Facility Documents.

                   9.16 DESIGNATED SENIOR DEBT. The Borrower will not, and will
not permit any of its Subsidiaries to (i) designate any Indebtedness (other than
the Obligations) as "Designated Senior Debt" for purposes of, and as defined in,
the Senior Subordinated Notes Indenture or (ii) designate any documents with
respect to any Indebtedness (other than this Agreement) as the "Credit
Agreement" as defined in the Senior Subordinated Notes Indenture for purposes of
the receipt of notices by the Administrative Agent, and delivery of blockage
notices pursuant to the subordination provisions of the Senior Subordinated
Notes Documents.

                                    -80-
<PAGE>



                  SECTION 10. EVENTS OF DEFAULT. Upon the occurrence of any
of the following specified events (each, an "EVENT OF DEFAULT"):

                  10.01 PAYMENTS. The Borrower shall (i) default in the
payment when due of any principal of any Loan or any Note or (ii) default,
and such default shall continue unremedied for three or more Business Days,
in the payment when due of any Unpaid Drawings or interest on any Loan or
Note, or any Fees or any other amounts owing hereunder or under any other
Credit Document; or

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

                  10.03 COVENANTS. The Borrower shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained
in Section 8.01(f)(i), 8.08, 8.11 (within the time periods specified in
Section 8.11(h)), or 8.13 or Section 9 or (ii) default in the due performance
or observance by it of any other term, covenant or agreement contained in
this Agreement and such default shall continue unremedied for a period of 30
days after written notice to the Borrower by the Administrative Agent or any
of the Lenders; or

                  10.04 DEFAULT UNDER OTHER AGREEMENTS. (a) The Borrower or
any of its Subsidiaries shall (i) default in any payment of any Indebtedness
(other than the Obligations) beyond the period of grace, if any, provided in
the instrument or agreement under which such Indebtedness was created or (ii)
default in the observance or performance of any agreement or condition
relating to any Indebtedness (other than the Obligations) or contained in any
instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or
other event or condition is to cause, or to permit the holder or holders of
such Indebtedness (or a trustee or agent on behalf of such holder or holders)
to cause (determined without regard to whether any notice is required), any
such Indebtedness to become due prior to its stated maturity or (b) any
Indebtedness (other than the Obligations) of the Borrower or any of its
Subsidiaries shall be declared to be due and payable, or required to be
prepaid other than by a regularly scheduled required prepayment, prior to the
stated maturity thereof, PROVIDED that it shall not be a Default or Event of
Default under this Section 10.04 unless the aggregate principal amount of all
Indebtedness as described in preceding clauses (a) and (b) is at least
$10,000,000; or

                  10.05 BANKRUPTCY, ETC. The Borrower or any of its
Subsidiaries shall commence a voluntary case concerning itself under Title 11
of the United States Code entitled "Bankruptcy," as now or hereafter in
effect, or any successor thereto (the "BANKRUPTCY CODE"); or an involuntary
case is commenced against the Borrower or any of their respective
Subsidiaries and the petition is not controverted within 10 days, or is not
dismissed within 60 days, after commencement of the case; or a custodian (as
defined in the Bankruptcy Code) is appointed for, or takes charge of, all or
substantially all of the property of the Borrower or any of its Subsidiaries
or the Borrower or any of its Subsidiaries commences any other proceeding
under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Borrower or any of its
Subsidiaries or there is commenced against the Borrower or any of its
Subsidiaries any such proceeding which remains


                                       -81-

<PAGE>


undismissed for a period of 60 days, or the Borrower or any of its
Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or the Borrower
or any of its Subsidiaries suffers any appointment of any custodian or the
like for it or any substantial part of its property to continue undischarged
or unstayed for a period of 60 days; or the Borrower or any of its
Subsidiaries makes a general assignment for the benefit of creditors; or any
corporate action is taken by the Borrower or any of its Subsidiaries for the
purpose of effecting any of the foregoing; or

                  10.06 ERISA. (a) Any Plan shall fail to satisfy the minimum
funding standard required for any plan year or part thereof under Section 412
of the Code or Section 302 of ERISA or a waiver of such standard or extension
of any amortization period is sought or granted under Section 412 of the Code
or Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to
subparagraph (b)(1) thereof) and an event described in subsection .62, .63,
 .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 shall be reasonably
expected to occur with respect to such Plan within the following 30 days, any
Plan which is subject to Title IV of ERISA shall have had or is likely to
have a trustee appointed to administer such Plan, any Plan which is subject
to Title IV of ERISA is, shall have been or is likely to be terminated or to
be the subject of termination proceedings under ERISA, any Plan shall have an
Unfunded Current Liability, a contribution required to be made with respect
to a Plan or a Foreign Pension Plan has not been timely made, the Borrower or
any Subsidiary of the Borrower or any ERISA Affiliate has incurred or is
likely to incur any liability to or on account of a Plan under Section 409,
502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or
Section 401(a)(29), 4971 or 4975 of the Code or on account of a group health
plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the
Code) under Section 4980B of the Code, or the Borrower, or any of its
Subsidiaries has incurred or is likely to incur liabilities pursuant to one
or more employee welfare benefit plans (as defined in Section 3(1) of ERISA)
that provide benefits to retired employees or other former employees (other
than as required by Section 601 of ERISA) or Plans or Foreign Pension Plans a
"default"," within the meaning of Section 4219(c)(5) of ERISA, shall occur
with respect to any Plan; any applicable law, rule or regulation is adopted,
changed or interpreted, or the interpretation or administration thereof is
changed, in each case after the date hereof, by any governmental authority or
agency or by any court (a "Change in Law"), or, as a result of a Change in
Law, an event occurs following a Change in Law, with respect to or otherwise
affecting any Plan; (b) there shall result from any such event or events the
imposition of a lien, the granting of a security interest, or a liability or
a material risk of incurring a liability; and (c) such lien, security
interest or liability, individually, and/or in the aggregate, in the opinion
of the Required Lenders, has had, or would reasonably be expected to have, a
Material Adverse Effect; or

                  10.07 SECURITY DOCUMENTS. At any time after the execution
and delivery thereof any of the Security Documents shall cease to be in full
force and effect, or shall cease to give the Collateral Agent for the benefit
of the Secured Creditors the Liens, rights, powers and privileges purported
to be created thereby (including, without limitation, a perfected security
interest in, and Lien on, all of the Collateral), in favor of the Collateral
Agent, superior to and prior to the rights of all third Persons (except as
permitted by Section 9.01), and subject to no other Liens (except as
permitted by Section 9.01), or any Credit Party shall default in the due
performance or observance of any term, covenant or agreement on its part to
be performed or observed pursuant to any of the


                                       -82-

<PAGE>


Security Documents and such default shall continue beyond any grace period
(if any) specifically applicable thereto pursuant to the terms of such
Security Document; or

                  10.08 GUARANTIES. Any Guaranty or any provision thereof
shall cease to be in full force or effect as to the relevant Guarantor
(except in the case such Guarantor is no longer a Subsidiary by virtue of a
liquidation, sale, merger or consolidation permitted by Section 9.02), or any
Guarantor or Person acting by or on behalf of such Guarantor shall deny or
disaffirm such Guarantor's obligations under the relevant Guaranty, or any
Guarantor shall default in the due performance or observance of any term,
covenant or agreement on its part to be performed or observed pursuant to the
relevant Guaranty; or

                  10.09 JUDGMENTS. One or more judgments or decrees shall be
entered against the Borrower or any of its Subsidiaries involving in the
aggregate for the Borrower and its Subsidiaries a liability (not paid or
fully covered by a reputable and solvent insurance company) and such
judgments and decrees shall not be vacated, discharged or stayed or bonded
pending appeal for any period of 60 consecutive days, and the aggregate
amount of all such judgments to the extent not covered by insurance exceeds
$10,000,000; or

                  10.10  CHANGE OF CONTROL.  A Change of Control Event shall
occur; or

                  10.11 PERMITTED RECEIVABLES FACILITY. At any time after the
Permitted Receivables Facility Transaction Date, an early amortization event
under the Permitted Receivables Facility Documents or any event permitting
any Person party to the Permitted Receivables Facility Documents to effect an
early termination of the Permitted Receivables Facility (or portion thereof)
shall have occurred and be continuing;

then, and in any such event, and at any time thereafter, if any Event of
Default shall then be continuing, the Administrative Agent, upon the written
request of the Required Lenders, shall by written notice to the Borrower,
take any or all of the following actions, without prejudice to the rights of
the Administrative Agent, any Lender or the holder of any Note to enforce its
claims against any Credit Party (PROVIDED that, if an Event of Default
specified in Section 10.05 shall occur with respect to the Borrower, the
result which would occur upon the giving of written notice by the
Administrative Agent to the Borrower as specified in clauses (i) and (ii)
below shall occur automatically without the giving of any such notice): (i)
declare the Total Commitments terminated, whereupon all Commitments of each
Lender shall forthwith terminate immediately and any Commitment Commission
shall forthwith become due and payable without any other notice of any kind;
(ii) declare the principal of and any accrued interest in respect of all
Loans and the Notes and all Obligations owing hereunder and thereunder to be,
whereupon the same shall become, forthwith due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by each Credit Party; (iii) terminate any Letter of Credit that
may be terminated in accordance with its terms; (iv) direct the Borrower (and
the Borrower agrees that upon receipt of such notice, or upon the occurrence
of an Event of Default specified in Section 10.05 with respect to the
Borrower, it will pay) to the Collateral Agent at the Payment Office such
additional amount of cash, to be held as security by the Collateral Agent, as
is equal to the aggregate Stated Amount of all Letters of Credit issued for
the account of the Borrower and then outstanding; and (v) enforce, as
Collateral Agent, all of the Liens and security interests created pursuant to
the Security Documents.


                                       -83-

<PAGE>


                  SECTION 11. DEFINITIONS AND ACCOUNTING TERMS.

                  11.01 DEFINED TERMS. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms
defined):

                  "ADDITIONAL COLLATERAL" shall mean all property (whether
real or personal) in which security interests are granted (or have been
purported to be granted) (and continue to be in effect at the time of
determination) pursuant to Section 8.11.

                  "ADDITIONAL MORTGAGE" shall have the meaning provided in
Section 8.11(a).

                  "ADDITIONAL MORTGAGED PROPERTY" shall have the meaning
provided in Section 8.11(a).

                  "ADDITIONAL SECURITY DOCUMENTS" shall mean all mortgages,
pledge agreements, security agreements and other security documents entered
into pursuant to Section 8.11 with respect to Additional Collateral.

                  "ADJUSTED CONSOLIDATED NET INCOME" for any period shall
mean Consolidated Net Income for such period and without giving effect to any
gains or losses from sales of assets other than inventory sold in the
ordinary course of business plus, without duplication, (i) the sum of the
amount of all net non-cash charges (including, without limitation,
depreciation, amortization, depletion, deferred tax expense and non-cash
interest expense) and net non-cash losses which were included in arriving at
Consolidated Net Income for such period LESS (ii) all net non-cash gains
included in arriving at Consolidated Net Income for such period. For purposes
of the foregoing, accrued accounts receivable and accrued payables and other
similar working capital items shall not be considered to be non-cash charges
or gains.

                  "ADJUSTED CONSOLIDATED WORKING CAPITAL" at any time shall
mean Consolidated Current Assets (but excluding therefrom all cash and Cash
Equivalents) less Consolidated Current Liabilities.

                  "ADJUSTED PERCENTAGE" shall mean (x) at a time when no
Lender Default exists, for each Lender, such Lender's Percentage and (y) at a
time when a Lender Default exists (i) for each Lender that is a Defaulting
Lender, zero and (ii) for each Lender that is a Non-Defaulting Lender, the
percentage determined by dividing such Lender's Revolving Loan Commitment at
such time by the Adjusted Total Revolving Loan Commitment at such time, it
being understood that all references herein to Revolving Loan Commitments and
the Adjusted Total Revolving Loan Commitment at a time when the Total
Revolving Loan Commitment or Adjusted Total Revolving Loan Commitment, as the
case may be, has been terminated shall be references to the Revolving Loan
Commitments or Adjusted Total Revolving Loan Commitment, as the case may be,
in effect immediately prior to such termination, PROVIDED that (A) no
Lender's Adjusted Percentage shall change upon the occurrence of a Lender
Default from that in effect immediately prior to such Lender Default if after
giving effect to such Lender Default, and any repayment of Revolving Loans
and Swingline Loans at such time pursuant to Section 4.02(a) or otherwise,
the sum of (i) the aggregate outstanding principal amount of Revolving Loans
of all Non-Defaulting Lenders plus (ii) the aggregate outstanding principal
amount of Swingline Loans plus (iii) the Letter of Credit Outstandings,
exceed the


                                       -84-

<PAGE>


Adjusted Total Revolving Loan Commitment; (B) the changes to the Adjusted
Percentage that would have become effective upon the occurrence of a Lender
Default but that did not become effective as a result of the preceding clause
(A) shall become effective on the first date after the occurrence of the
relevant Lender Default on which the sum of (i) the aggregate outstanding
principal amount of the Revolving Loans of all Non-Defaulting Lenders plus
(ii) the aggregate outstanding principal amount of Swingline Loans plus (iii)
the Letter of Credit Outstandings is equal to or less than the Adjusted Total
Revolving Loan Commitment; and (C) if (i) a Non-Defaulting Lender's Adjusted
Percentage is changed pursuant to the preceding clause (B) and (ii) any
repayment of such Lender's Revolving Loans, or of Unpaid Drawings with
respect to Letters of Credit or of Swingline Loans, that were made during the
period commencing after the date of the relevant Lender Default and ending on
the date of such change to its Adjusted Percentage must be returned to the
Borrower as a preferential or similar payment in any bankruptcy or similar
proceeding of the Borrower, then the change to such Non-Defaulting Lender's
Adjusted Percentage effected pursuant to said clause (B) shall be reduced to
that positive change, if any, as would have been made to its Adjusted
Percentage if (x) such repayments had not been made and (y) the maximum
change to its Adjusted Percentage would have resulted in the sum of the
outstanding principal of Revolving Loans made by such Lender plus such
Lender's new Adjusted Percentage of the outstanding principal amount of
Swingline Loans and of Letter of Credit Outstandings equaling such Lender's
Revolving Loan Commitment at such time.

                  "ADJUSTED TOTAL AVAILABLE REVOLVING LOAN COMMITMENT" shall
mean at any time the Adjusted Total Revolving Loan Commitment less the
Blocked Commitment.

                  "ADJUSTED TOTAL REVOLVING LOAN COMMITMENT" shall mean at
any time the Total Revolving Loan Commitment LESS the aggregate Revolving
Loan Commitments of all Defaulting Lenders.

                  "ADMINISTRATIVE AGENT" shall have the meaning provided in
the first paragraph of this Agreement, and shall include any successor
thereto.

                  "AFFILIATE" shall mean, with respect to any Person, any
other Person (including, for purposes of Section 9.06 only, all directors,
officers and partners of such Person) directly or indirectly controlling,
controlled by, or under direct or indirect common control with, such Person;
PROVIDED, HOWEVER, that for purposes of Section 9.06, an Affiliate of the
Borrower shall include any Person that directly or indirectly owns more than
10% of any class of the capital stock of the Borrower and any officer or
director of the Borrower or any of its Subsidiaries. A Person shall be deemed
to control another Person if such Person possesses, directly or indirectly,
the power to direct or cause the direction of the management and policies of
such other Person, whether through the ownership of voting securities, by
contract or otherwise.

                  "AGENTS" shall mean and include the Administrative Agent
and the Syndication Agent.

                  "AGREEMENT" shall mean this Credit Agreement, as modified,
supplemented, amended, restated, extended, renewed or replaced from time to
time.


                                       -85-

<PAGE>


                  "APPLICABLE EXCESS CASH FLOW PERCENTAGE" shall mean, with
respect to any Excess Cash Flow Payment Date, 75%; PROVIDED that so long as
no Default or Event of Default is then in existence, if on the last day of
the relevant Excess Cash Flow Payment Period, the Leverage Ratio for (and as
calculated on the last day of ) the Test Period then ended is less than
4.0:1.0, then the Applicable Excess Cash Flow Percentage shall instead be 50%.

                  "APPLICABLE MARGIN" shall mean a percentage per annum equal
to (i) in the case of Tranche A Term Loans and Revolving Loans maintained as
(x) Base Rate Loans, 0.75% and (y) Eurodollar Loans, 1.75%, (ii) in the case
of Tranche B Term Loans maintained as (x) Base Rate Loans, 1.00% and (y)
Eurodollar Loans, 2.00% and (iii) in the case of the Commitment Commission,
0.375%. In the case of the Applicable Margins for Tranche A Term Loans,
Tranche B Term Loans, Revolving Loans and the Commitment Commission (the
"ADJUSTABLE APPLICABLE MARGINS"), from and after each day of delivery of any
certificate delivered in accordance with the first sentence of the following
paragraph indicating an entitlement to a different margin than that described
in the immediately preceding sentence (each, a "START DATE") to and including
the applicable End Date described below, the Adjustable Applicable Margins
shall be that set forth below opposite the Leverage Ratio indicated to have
been achieved in any certificate delivered in accordance with the following
sentence:

<TABLE>
<CAPTION>
------------- --------------- -------------------- ----------------- -------------------- ------------------- ------------------
                               APPLICABLE MARGIN      APPLICABLE      APPLICABLE MARGIN       APPLICABLE          APPLICABLE
                                FOR EURODOLLAR     MARGIN FOR BASE     FOR EURODOLLAR       MARGIN FOR BASE      MARGIN FOR
                                TRANCHE A TERM      RATE TRANCHE A        TRANCHE B         RATE TRANCHE B       COMMITMENT
              LEVERAGE RATIO       LOANS AND        TERM LOANS AND       TERM LOANS           TERM LOANS         COMMISSION
   LEVEL                        REVOLVING LOANS    REVOLVING LOANS
------------- --------------- -------------------- ----------------- -------------------- ------------------- ------------------
<S>           <C>                    <C>                <C>                 <C>                 <C>                 <C>
     I        greater than
              3.75:1.00              2.25%              1.25%               2.50%               1.50%               0.50%
------------- --------------- -------------------- ----------------- -------------------- ------------------- ------------------
     II       less than or
              equal to
              3.75:1:00 but          2.00%              1.00%               2.25%               1.25%               0.50%
              greater than
              3.25:1.00
------------- --------------- -------------------- ----------------- -------------------- ------------------- ------------------
    III       less than or
              equal to
              3.25:1.00 but          1.75%              0.75%               2.00%               1.00%              0.375%
              greater than
              2.75:1.00
------------- --------------- -------------------- ----------------- -------------------- ------------------- ------------------
     IV       less than or
              equal to
              2.75:1.00 but          1.50%              0.50%               2.00%               1.00%              0.375%
              greater than
              2.25:1.00
------------- --------------- -------------------- ----------------- -------------------- ------------------- ------------------
</TABLE>


                                       -86-

<PAGE>


<TABLE>
<CAPTION>
------------- --------------- -------------------- ----------------- -------------------- ------------------- ------------------
                               APPLICABLE MARGIN      APPLICABLE      APPLICABLE MARGIN       APPLICABLE          APPLICABLE
                                FOR EURODOLLAR     MARGIN FOR BASE     FOR EURODOLLAR       MARGIN FOR BASE      MARGIN FOR
                                TRANCHE A TERM      RATE TRANCHE A        TRANCHE B         RATE TRANCHE B       COMMITMENT
              LEVERAGE RATIO       LOANS AND        TERM LOANS AND       TERM LOANS           TERM LOANS         COMMISSION
   LEVEL                        REVOLVING LOANS    REVOLVING LOANS
------------- --------------- -------------------- ----------------- -------------------- ------------------- ------------------
<S>           <C>                    <C>                <C>                 <C>                 <C>                 <C>
     V        less than or
              equal to
              2.25:1.00 but          1.25%              0.25%               2.00%               1.00%               0.25%
              greater than
              1.75:1.00
------------- --------------- -------------------- ----------------- -------------------- ------------------- ------------------
     VI       less than or
              equal to
              1.75:1.00              1.00%                0%                2.00%               1.00%               0.25%
------------- --------------- -------------------- ----------------- -------------------- ------------------- ------------------
</TABLE>

The Leverage Ratio shall be determined based on the delivery of a certificate
of the Borrower by an Authorized Officer of the Borrower to the
Administrative Agent (with a copy to be sent by the Administrative Agent to
each Lender), within 50 days of the last day of any fiscal quarter of
Borrower, which certificate shall set forth the calculation of the Leverage
Ratio as at the last day of the Test Period ended immediately prior to the
relevant Start Date and the Adjustable Applicable Margins which shall be
thereafter applicable (until same are changed or cease to apply in accordance
with the following sentences); PROVIDED that at the time of the consummation
of any Permitted Acquisition and, if such Timberlands Disposition is
consummated in the fiscal quarter ending September 30, 2000, within five
Business Days of the consummation of the first Timberlands Disposition
generating cash proceeds of at least $5,000,000 to occur after the
Restatement Effective Date, an Authorized Officer of the Borrower shall
deliver to the Administrative Agent a certificate setting forth the
calculation of the Leverage Ratio on a PRO FORMA Basis as of the last day of
the last Calculation Period ended prior to the date on which such Permitted
Acquisition or Timberlands Disposition is consummated, as the case may be,
for which financial statements have been made available (or were required to
be made available) pursuant to Section 8.01(a) or (b), as the case may be,
and the date of such consummation shall be deemed to be a Start Date and the
Adjustable Applicable Margins which shall be thereafter applicable (until
same are changed or cease to apply in accordance with the following sentence)
shall be based upon the Leverage Ratio as so calculated, provided that in
such event the Adjustable Applicable Margins which shall be applicable after
the consummation of a Timberlands Disposition shall not be a Level greater
than Level IV. The Adjustable Applicable Margins so determined shall apply,
except as set forth in the succeeding sentence, from the Start Date to the
earliest of (x) the date on which the next certificate is delivered to the
Administrative Agent, (y) the date on which the next Permitted Acquisition is
consummated or (z) the date which is 45 days following the last day of the
Test Period in which the previous Start Date occurred (such earliest date,
the "END DATE"), at which time, if no certificate has been delivered to the
Administrative Agent indicating an entitlement to new Adjustable Applicable
Margins (and thus commencing a new Start Date), the Adjustable Applicable
Margins shall be those described in the first sentence of this definition
above. Notwithstanding anything to the contrary contained above in this
definition, the Applicable Margins shall be those described next to Level I
at all times during which there shall exist any Default or Event of Default.

                  "ASSET SALE" shall mean the sale by the Borrower or any of
its Subsidiaries to any Person other than the Borrower or any of its
Wholly-Owned Subsidiaries of (i) any of the stock of any of the Borrower's
Subsidiaries, (ii) substantially all of the assets of any division or line of
business of the Borrower or any of its Subsidiaries, or (iii) any other
assets (whether tangible or


                                       -87-

<PAGE>


intangible) of the Borrower or any of its Subsidiaries (other than any such
other assets to the extent that the aggregate fair market value of such
assets (at the time of sale thereof) sold in any single transaction or
related series of transactions is equal to $2,500,000 or less); PROVIDED,
HOWEVER, that (x) Asset Sales shall not include (1) any sale or discount, in
each case without recourse, of accounts receivable arising in the ordinary
course of business, but only in connection with the compromise or collection
thereof, (2) any sale or exchange of specific items of equipment, so long as
the purpose of each such sale or exchange is to acquire (and results within
90 days of such sale or exchange in the acquisition of) replacement items of
equipment which are the functional equivalent of the item of equipment so
sold or exchanged, (3) the leasing (pursuant to operating leases in the
ordinary course of business) or licensing of real or personal property,
including intellectual property or (4) disposals of obsolete, uneconomical,
negligible, worn out or surplus property in the ordinary course of business
and (y) Asset Sales shall in any event include (1) sales of assets pursuant
to a Permitted Sale-Leaseback Transaction and (2) Timberlands Dispositions.

                  "ASSIGNMENT AND ASSUMPTION AGREEMENT" shall mean the
Assignment and Assumption Agreement substantially in the form of Exhibit G
(appropriately completed).

                  "ATTRIBUTED RECEIVABLES FACILITY INDEBTEDNESS" at any time
shall mean the principal amount of Indebtedness which (i) if the Permitted
Receivables Facility is structured as a secured lending agreement,
constitutes the principal amount of such Indebtedness or (ii) if the
Permitted Receivables Facility is structured as a purchase agreement, would
be outstanding at such time under the Permitted Receivables Facility if same
were structured as a secured lending agreement rather than a purchase
agreement.

                  "AUTHORIZED OFFICER" shall mean, with respect to (i)
delivering Notices of Borrowing, Notices of Conversion, Letter of Credit
Requests and similar notices, and delivering financial information and
officer's certificates pursuant to this Agreement, the chief operating
officer, any treasurer or other financial officer of the Borrower and (ii)
any other matter in connection with this Agreement or any other Credit
Document, any officer (or a person or persons so designated by any two
officers) of the Borrower, in each case to the extent reasonably acceptable
to the Administrative Agent.

                  "AVAILABLE J.V. BASKET AMOUNT" shall mean, on any date of
determination, an amount equal to the sum (without duplication) of (i)
$25,000,000 MINUS (ii) the aggregate amount of Investments made (including
for such purpose the fair market value of any assets contributed to any Joint
Venture (as determined in good faith by senior management of the Borrower),
net of Indebtedness assigned to, and assumed by, the respective Joint Venture
in connection therewith) pursuant to Section 9.05(xii) after the Original
Effective Date, MINUS (iii) the aggregate amount of Indebtedness or other
obligations (whether absolute, accrued, contingent or otherwise and whether
or not due) of any Joint Venture for which the Borrower or any of its
Subsidiaries (other than the respective Joint Venture) is liable on such date
of determination, MINUS (iv) all payments made by the Borrower or any of its
Subsidiaries (other than the respective Joint Venture) in respect of
Indebtedness or other obligations of the respective Joint Venture (including,
without limitation, payments in respect of obligations described in preceding
clause (iii)) after the Original Effective Date minus (v) that portion of the
Maximum Permitted Consideration in respect of any Permitted Acquisition that
is attributable to the acquisition of a Joint Venture pursuant to such
Permitted


                                       -88-

<PAGE>

Acquisition, PLUS (vi) the amount of any increase to the Available J.V.
Basket Amount made after the Original Effective Date in accordance with the
provisions of Section 9.05(xii).

                  "AVAILABLE PERMITTED ACQUISITION BASKET AMOUNT" shall mean
on any date of the determination thereof during any fiscal year the lesser of
(i) the unutilized permitted amounts of Capital Expenditures under Section
9.07(a) during the fiscal year in which such date of determination occurs
(after taking into account all Capital Expenditures made pursuant to clause
(a) and clause (b) of Section 9.07 during such period and assuming that
clause (b) is utilized to the maximum extent permissible during the
respective fiscal year prior to the utilization of clause (a)), such
unutilized amount to be determined on the date of determination and (ii) 25%
of the maximum amount of Capital Expenditures permitted to be made under
Section 9.07(a) during such fiscal year.

                  "AVAILABLE REVOLVING LOAN COMMITMENT" of any Lender at any
time shall mean its Percentage of the Total Available Revolving Loan
Commitment at such time.

                  "BANKRUPTCY CODE" shall have the meaning provided in
Section 10.05.

                  "BASE RATE" shall mean for any day, a rate of interest per
annum equal to the higher of (i) the Prime Lending Rate for such day and (ii)
the sum of the Federal Funds Rate for such day plus 1/2 of 1% per annum.

                  "BASE RATE LOAN" shall mean (i) each Swingline Loan and
(ii) each Loan designated or deemed designated as such by the Borrower at the
time of the incurrence thereof or conversion thereto.

                  "BENEFICIAL OWNER" shall have the meaning provided in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in
Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have
beneficial ownership of all securities that such "person" has the right to
acquire by conversion or exercise of other securities, whether such right is
currently exercisable or is exercisable only upon the occurrence of a
subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned"
shall have a corresponding meaning.

                  "BLOCKED COMMITMENT" shall mean, on any date of
determination, zero PLUS (i) the aggregate principal amount of Revolving
Loans prepaid pursuant to Section 4.02(n) on or prior to such date in lieu of
the deposit of amounts in the Cash Collateral Account pursuant to said
Section LESS (ii) the aggregate amount specified by the Borrower in an
officers' certificate or certificates delivered to the Administrative Agent
on or prior to such date as having been paid (or which will be paid with the
proceeds of Revolving Loans being incurred on the date of delivery of such
officer's certificate) in connection with the purchase of Eligible Assets,
investments in Converting Plants or the replacement or restoration of the
respective properties or assets giving rise to the receipt of Net
Insurance/Condemnation Proceeds which resulted in such prepayment of
Revolving Loans, as the case may be, LESS (iii) the aggregate amount
specified by the Borrower in an officers' certificate or certificates
delivered to the Administrative Agent on or prior to such date as being the
aggregate principal amount of the Term Loans which have been paid (or which
will be paid with the proceeds of Revolving Loans being incurred on the date
of delivery of such officers' certificate) by reason of the application of
the second proviso to Section 4.02(f) or the second proviso to Section
4.02(g), as


                                       -89-

<PAGE>


the case may be, in each case to the extent the Total Revolving Loan
Commitment was blocked pursuant to Section 4.02(n) by reason of the receipt
of the related Net Asset Sale Proceeds or Net Insurance/Condemnation
Proceeds, as the case may be.

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

                  "BORROWER COMMON STOCK" shall have the meaning provided in
Section 7.14.

                  "BORROWING" shall mean the borrowing of one Type of Loan of
a single Tranche from all the Lenders (other than any Lender which has not
funded its share of a Borrowing in accordance with this Agreement) having
Commitments of the respective Tranche (or from the Swingline Lender in the
case of Swingline Loans) on a given date (or resulting from a conversion or
conversions on such date) having in the case of Eurodollar Loans the same
Interest Period, PROVIDED that Base Rate Loans incurred pursuant to Section
1.10(b) shall be considered part of the related Borrowing of Eurodollar
Loans. It is understood that there may be more than one Borrowing outstanding
pursuant to a given Tranche.

                  "BTCo" shall mean Bankers Trust Company in its individual
capacity and any successor thereto.

                  "BUSINESS DAY" shall mean (i) for all purposes other than
as covered by clause (ii) below, any day except Saturday, Sunday and any day
which shall be in New York, New York a legal or a day on which banking
institutions are authorized or required by law or other government action to
close and (ii) with respect to all notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, any day
which is a Business Day described in clause (i) above and which is also a day
for trading by and between Lenders in the New York interbank Eurodollar
market.

                  "CALCULATION DATE" shall mean the date of the respective
Permitted Acquisition, incurrence, assumption or issuance of Indebtedness,
repayment of Indebtedness, payment of Dividends, or other event, as the case
may be, which gives rise to the requirement to calculate compliance with the
financial covenants under this Agreement on a PRO FORMA Basis.

                  "CALCULATION PERIOD" shall mean the Test Period (taken as
one accounting period) most recently ended prior to a given Calculation Date.

                  "CAPITAL EXPENDITURES" shall mean, with respect to any
Person, all expenditures by such Person which should be capitalized in
accordance with generally accepted accounting principles, including all such
expenditures with respect to fixed or capital assets (including, without
limitation, expenditures for maintenance and repairs which should be
capitalized in accordance with generally accepted accounting principles) and
the amount of Capitalized Lease Obligations incurred by such Person.

                  "CAPITALIZED LEASE OBLIGATIONS" of any Person shall mean
all rental obligations which, under generally accepted accounting principles,
are or will be required to be capitalized on the books of such Person, in
each case taken at the amount thereof accounted for as indebtedness in
accordance with such principles.


                                       -90-

<PAGE>


                  "CASH COLLATERAL ACCOUNT" shall have the meaning provided
in Section 4.02(n).

                  "CASH EQUIVALENTS" shall mean, as to any Person, (i)
securities issued or directly and fully guaranteed or insured by the United
States or any agency or instrumentality thereof (PROVIDED that the full faith
and credit of the United States is pledged in support thereof) having
maturities of not more than one year from the date of acquisition, (ii) time
deposits and certificates of deposit of any commercial bank having, or which
is the principal banking subsidiary of a bank holding company organized under
the laws of the United States, any State thereof or the District of Columbia
having capital, surplus and undivided profits aggregating in excess of
$200,000,000, with maturities of not more than one year from the date of
acquisition by such Person, (iii) repurchase obligations with a term of not
more than 90 days for underlying securities of the types described in clause
(i) above entered into with any bank meeting the qualifications specified in
clause (ii) above, (iv) commercial paper issued by any Person incorporated in
the United States rated at least A-1 or the equivalent thereof by Standard &
Poor's Corporation or at least P-1 or the equivalent thereof by Moody's
Investors Service, Inc. and in each case maturing not more than one year
after the date of acquisition by such Person, and (v) investments in money
market funds substantially all of whose assets are comprised of securities of
the types described in clauses (i) through (iv) above.

                  "CERCLA" shall mean the  Comprehensive  Environmental
Response,  Compensation,  and Liability Act of 1980, as the same may be
amended from time to time, 42 U.S.C. Section 9601 ET SEQ.

                  "CHANGE OF CONTROL EVENT" shall mean, (i) any "person" or
"group" (within the meaning of Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, as in effect on the Restatement Effective Date), other
than the MDP Group and its Related Parties, shall have acquired Beneficial
Ownership, directly or indirectly, of a percentage of the outstanding Voting
Stock of the Borrower that exceeds the percentage of such Voting Stock then
Beneficially Owned, directly or indirectly, by MDP Group or (ii) the Board of
Directors of the Borrower shall cease to consist of a majority of Continuing
Directors or (iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as that term is used in Section 13(d)(3) of the Securities Exchange
Act of 1934, as in effect on the Restatement Effective Date), other than the
MDP Group and its Related Parties, becomes the Beneficial Owner, directly or
indirectly, of 50% or more of the Voting Stock of the Borrower, measured by
voting power rather than number of shares or (iv) a "change of control" or
similar event shall occur as provided in any Senior Subordinated Notes
Document or in any Existing Indebtedness or Permitted Debt, to the extent the
outstanding principal amount of such Existing Indebtedness or Permitted Debt
exceeds $10,000,000.

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

                  "CO-LEAD ARRANGER" shall have the meaning provided in the
first paragraph of this Agreement, and shall include any successor thereto.

                  "COLLATERAL" shall mean all property (whether real or
personal) with respect to which any security interests have been granted (or
purported to be granted) pursuant to any Security


                                       -91-

<PAGE>


Document, including, without limitation, all Pledge Agreement Collateral, all
Security Agreement Collateral, all Mortgaged Properties, all cash and Cash
Equivalents delivered as collateral pursuant to Section 4.02 or 10 hereof and
all Additional Collateral, if any.

                  "COLLATERAL AGENT" shall mean the Administrative Agent
acting as collateral agent for the Secured Creditors pursuant to the Security
Documents.

                  "COLLECTIVE BARGAINING AGREEMENTS" shall have the meaning
provided in Section 5.05.

                  "COMMITMENT" shall mean any of the commitments of any
Lender, I.E., whether the Tranche A Term Loan Commitment, Tranche B Term Loan
Commitment or Revolving Loan Commitment.

                  "COMMITMENT COMMISSION" shall have the meaning provided in
Section 3.01(a).

                  "CONSOLIDATED CASH INTEREST EXPENSE" shall mean, for any
period, the total consolidated cash interest expense of the Borrower and its
Consolidated Subsidiaries for such period (calculated without regard to any
limitations on the payment thereof) plus, without duplication, (i) that
portion of Capitalized Lease Obligations of the Borrower and its Consolidated
Subsidiaries representing the interest factor for such period, (ii) all
Permitted Receivables Facility Financing Costs for such period and (iii) the
amount of all cash Dividends on preferred stock of the Borrower and its
Subsidiaries paid during such period, as reflected in the audited
consolidated financial statements of the Borrower for its most recently
completed fiscal year, which amounts described in preceding clause (iii)
shall be treated as interest expense of the Borrower and its Subsidiaries for
purposes of this definition regardless of the treatment of such amounts under
GAAP, but excluding the amortization of any deferred financing costs and fees
incurred in connection with this Agreement.

                  "CONSOLIDATED CURRENT ASSETS" shall mean, at any time, the
consolidated current assets of the Borrower and its Consolidated Subsidiaries.

                  "CONSOLIDATED CURRENT LIABILITIES" shall mean, at any time,
the consolidated current liabilities of the Borrower and its Consolidated
Subsidiaries at such time, but excluding (i) the current portion of any
Indebtedness under this Agreement, of any Attributed Receivables Facility
Indebtedness and of any other long-term Indebtedness which would otherwise be
included therein, (ii) accrued but unpaid interest with respect to the
Indebtedness and (iii) the current portion of Indebtedness constituting
Capitalized Lease Obligations.

                  "CONSOLIDATED EBIT" shall mean, for any period, the
Consolidated Net Income for such period, before Consolidated Cash Interest
Expense, non-cash interest expense and provision for taxes based on income
(in each case to the extent deducted in determining Consolidated Net Income)
and without giving effect to any extraordinary gains or losses or gains or
losses from sales of assets other than inventory sold in the ordinary course
of business.

                  "CONSOLIDATED EBITDA" shall mean, for any period,
Consolidated EBIT, adjusted by adding thereto the amount of all amortization
of intangibles, depletion and depreciation, in each case that were deducted
in arriving at Consolidated EBIT for such period.


                                       -92-

<PAGE>


                  "CONSOLIDATED INDEBTEDNESS" shall mean, as at any date of
determination, the aggregate stated balance sheet amount of all Indebtedness
(but including in any event the then outstanding principal amount of all
Loans, all Capitalized Lease Obligations and all Letter of Credit
Outstandings) of the Borrower and its Subsidiaries on a consolidated basis as
determined in accordance with GAAP plus, without duplication, the amount of
all Attributed Receivables Facility Indebtedness at such time; PROVIDED that
Indebtedness outstanding pursuant to trade payables incurred in the ordinary
course of business shall be excluded in determining Consolidated Indebtedness.

                  "CONSOLIDATED INTEREST COVERAGE RATIO" shall mean, for any
period, the ratio of (i) Consolidated EBITDA for such period to (ii)
Consolidated Cash Interest Expense for such period.

                  "CONSOLIDATED NET INCOME" shall mean, for any period, the
consolidated net after tax income of the Borrower and its Consolidated
Subsidiaries determined in accordance with GAAP; PROVIDED that in any event
and without duplication of any reduction to Consolidated Net Income in
accordance with the requirements of GAAP, Consolidated Net Income shall be
reduced by the amount of Dividends paid during the respective period pursuant
to clause (vii) of Section 9.03; PROVIDED FURTHER, that the following items
shall be excluded in computing Consolidated Net Income (without duplication):
(i) the net income of any Person which is not a Wholly-Owned Subsidiary of
the Borrower, except to the extent of the amount of any dividends or other
distributions actually paid to the Borrower or any of its Wholly-Owned
Subsidiaries during such period, (ii) except for determinations expressly
required to be made on a PRO FORMA Basis, the net income (or loss) of any
Person accrued prior to the date it becomes a Wholly-Owned Subsidiary or all
or substantially all of the property or assets of such Person are acquired by
a Wholly-Owned Subsidiary and (iii) the net income of any Subsidiary to the
extent that the declaration or payment of dividends or similar distributions
by such Subsidiary of such net income is not at the time permitted by the
operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to such
Subsidiary.

                  "CONSOLIDATED NET WORTH" shall mean at any date (i) the sum
of all amounts which, in conformity with GAAP, would be included under the
caption "redeemable preferred stock" and "total stockholders' equity" (or
like captions) on a consolidated balance sheet of the Borrower on and as at
such date, LESS (ii) any cash Dividends on the capital stock of the Borrower
theretofore declared but not yet paid, but only to the extent not already
deducted when determining the amount specified in clause (i).

                  "CONSOLIDATED SUBSIDIARIES" shall mean, as to any Person,
all Subsidiaries of such Person which are consolidated with such Person for
financial reporting purposes in accordance with GAAP.

                  "CONTAINERBOARD GROUP" shall have the meaning set forth in
the footnotes to the audited financial statements described in Section
7.05(a).

                  "CONTINGENT OBLIGATION" shall mean, as to any Person, any
obligation of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other obligations ("PRIMARY OBLIGATIONS")
of any other Person (the "PRIMARY OBLIGOR") in any manner, whether directly
or indirectly, including, without limitation, any obligation of such Person,
whether or not contingent,


                                       -93-

<PAGE>


(i) to purchase any such primary obligation or any property constituting
direct or indirect security therefor, (ii) to advance or supply funds (x) for
the purchase or payment of any such primary obligation or (y) to maintain
working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of assuring the
owner of any such primary obligation of the ability of the primary obligor to
make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the holder of such primary obligation against loss in respect
thereof; PROVIDED, HOWEVER, that the term Contingent Obligation shall not
include endorsements of instruments for deposit or collection in the ordinary
course of business and any products warranties extended in the ordinary
course of business. The amount of any Contingent Obligation shall be deemed
to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made (or, if
less, the maximum amount of such primary obligation for which such Person may
be liable pursuant to the terms of the instrument evidencing such Contingent
Obligation) or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required to
perform thereunder) as determined by such Person in good faith.

                  "CONTINUING DIRECTORS" shall mean, as of the date of
determination, any member of the Board of Directors of the Borrower who:

                  (1)      was a member of such Board of Directors on the
         Original Effective Date; or

                  (2) was nominated for election or elected to such Board of
         Directors either (a) with the approval of a majority of the Continuing
         Directors who were members of such Board at the time of such nomination
         or election or (b) pursuant to and in accordance with the terms of the
         Stockholders Agreement as in effect on the Original Effective Date.

                  "CONVERTING PLANT" shall mean (i) plants that convert paper
into corrugated sheets, (ii) plants that convert corrugated sheets into
corrugated products, (iii) product design centers and (iv) plants that
produce products that are related or ancillary to the foregoing; PROVIDED
that a mill that produces paper shall not constitute a Converting Plant.

                  "CREDIT DOCUMENTS" shall mean this Agreement and, after the
execution and delivery thereof pursuant to the terms of this Agreement, each
Note, each Security Document and each Guaranty and, after the execution and
delivery thereof, each additional guaranty or security document executed
pursuant to Section 8.11.

                  "CREDIT EVENT" shall mean the making of any Loan or the
issuance of any Letter of Credit.

                  "CREDIT PARTY" shall mean the Borrower, each Subsidiary
Guarantor and any other Subsidiary which at any time executes and delivers
any Credit Document as required by this Agreement.

                  "DBSI" shall mean Deutsche Bank Securities Inc.

                  "DEBT AGREEMENTS" shall have the meaning provided in
Section 5.05.


                                       -94-

<PAGE>


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

                  "DEFAULTING LENDER" shall mean any Lender with respect to
which a Lender Default is in effect.

                  "DISQUALIFIED STOCK" shall mean any capital stock which, by
its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable), or upon the happening of any event (including
a Change of Control Event), (i) matures (excluding any maturity as the result
of an optional redemption by the issuer thereof) or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is
redeemable at the option of the holder thereof, in whole or in part, on or
prior to the first anniversary of the Tranche B Term Loan Maturity Date, or
(ii) is convertible into or exchangeable (unless at the sole option of the
issuer thereof) for (a) debt securities or (b) any capital stock referred to
in (i) above, in each case at any time prior to the first anniversary of the
Tranche B Term Loan Maturity Date.

                  "DIVIDEND" with respect to any Person shall mean that such
Person has declared or paid a dividend or returned any equity capital to its
stockholders or members or authorized or made any other distribution, payment
or delivery of property (other than common stock of such Person) or cash to
its stockholders or members as such, or redeemed, retired, purchased or
otherwise acquired, directly or indirectly, for a consideration any shares of
any class of its capital stock or membership interests outstanding on or
after the Original Effective Date (or any options or warrants issued by such
Person with respect to its capital stock), or set aside any funds for any of
the foregoing purposes, or shall have permitted any of its Subsidiaries to
purchase or otherwise acquire for a consideration any shares of any class of
the capital stock of such Person outstanding on or after the Original
Effective Date (or any options or warrants or stock appreciation rights
issued by such Person with respect to its capital stock). Without limiting
the foregoing, "DIVIDENDS" with respect to any Person shall also include all
payments made or required to be made by such Person with respect to any stock
appreciation rights, plans, equity incentive or achievement plans or any
similar plans or setting aside of any funds for the foregoing purposes.

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

                  "DOCUMENTS" shall mean the Credit Documents, the Senior
Subordinated Notes Documents and, on and after the Permitted Receivables
Facility Transaction Date, the Permitted Receivables Facility Documents.

                  "DOLLARS" and the sign "$" shall each mean lawful money of
the United States.

                  "DOMESTIC SUBSIDIARY" shall mean each Subsidiary of the
Borrower that is incorporated or organized in the United States of America,
any State thereof, the United States Virgin Islands or Puerto Rico.

                  "DOMESTIC WHOLLY-OWNED SUBSIDIARY" shall mean each Domestic
Subsidiary which is a Wholly-Owned Subsidiary of the Borrower.

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


                                       -95-

<PAGE>


                  "ELIGIBLE ASSETS" shall have the meaning provided in
Section 4.02(f).

                  "ELIGIBLE TRANSFEREE" shall mean and include a commercial
bank, insurance company, financial institution, fund or other Person which
regularly purchases interests in loans or extensions of credit of the types
made pursuant to this Agreement, any other Person which would constitute a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act as in effect on the Effective Date or other "accredited
investor" (as defined in Regulation D of the Securities Act).

                  "EMPLOYEE BENEFIT PLANS" shall have the meaning provided in
Section 5.05.

                  "EMPLOYMENT AGREEMENT" shall have the meaning provided in
Section 5.05.

                  "ENDORSEMENT" shall have the meaning provided in Section
5.10.

                  "ENVIRONMENTAL CLAIMS" shall mean any and all
administrative, regulatory or judicial actions, suits, demands, demand
letters, directives, claims, liens, notices of noncompliance or violation,
investigations or proceedings relating in any way to any Environmental Law or
any permit issued or any approval given under any such Environmental Law
(hereafter, "Claims"), including, without limitation, (a) any and all Claims
by governmental or regulatory authorities for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (b) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief in connection with alleged injury or threat of injury to
health, safety or the environment on account of Hazardous Materials.

                  "ENVIRONMENTAL LAW" shall mean any applicable Federal,
state, foreign or local statute, law, rule, regulation, ordinance, code,
legally binding and enforceable guideline, legally binding and enforceable
written policy and rule of common law now or hereafter in effect and in each
case as amended, and any judicial or administrative interpretation thereof,
including any legally binding and enforceable judicial or administrative
order, consent decree or judgment, to the extent binding on the Borrower or
any of its Subsidiaries, relating to the environment, health, safety or
Hazardous Materials, including, without limitation, CERCLA; RCRA; the Federal
Water Pollution Control Act, 33 U.S.C. Section 1251 ET SEQ.; the Toxic
Substances Control Act, 15 U.S.C. Section 2601 ET SEQ.; the Clean Air Act, 42
U.S.C. Section 7401 ET SEQ.; the Safe Drinking Water Act, 42 U.S.C. Section
300(f) ET SEQ.; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 ET
SEQ.; the Emergency Planning and the Community Right-To-Know Act of 1986, 42
U.S.C. Section 11001 ET SEQ.; the Hazardous Material Transportation Act, 49
U.S.C. Section 5101 ET SEQ.; and the Occupational Safety and Health Act, 29
U.S.C. Section 651 ET SEQ.; and any state and local or foreign counterparts
or equivalents, in each case as amended from time to time.

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

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


                                       -96-

<PAGE>


                  "EURODOLLAR LOAN" shall mean each Loan (excluding Swingline
Loans) designated as such by the Borrower at the time of the incurrence
thereof or conversion thereto.

                  "EURODOLLAR RATE" shall mean (a) the arithmetic average
(rounded upward to the nearest 1/100th of 1%) of the offered quotation to
first-class banks in the New York interbank Eurodollar market determined by
each Reference Lender for Dollar deposits of amounts in immediately available
funds comparable to the outstanding principal amount of the Eurodollar Loan
of such Reference Lender with maturities comparable to the Interest Period
applicable to such Eurodollar Loan commencing two Business Days thereafter as
of 11:00 A.M. (New York time) on the date which is two Business Days prior to
the commencement of such Interest Period, divided (and rounded upward to the
nearest 1/16 of 1%) by (b) a percentage equal to 100% minus the then stated
maximum rate of all reserve requirements (including, without limitation, any
marginal, emergency, supplemental, special or other reserves required by
applicable law) applicable to any member bank of the Federal Reserve System
in respect of Eurocurrency funding or liabilities as defined in Regulation D
(or any successor category of liabilities under Regulation D); provided that
if one or more of the Reference Lenders fail to provide the Administrative
Agent with its aforesaid rate, then the Eurodollar Rate shall be determined
based on the rate or rates provided to the Administrative Agent by the other
Reference Lender or Reference Lenders.

                  "EVENT OF DEFAULT" shall have the meaning provided in
Section 10.

                  "EXCESS CASH FLOW" shall mean, for any period, the
remainder of (a) the sum of (i) Adjusted Consolidated Net Income for such
period, and (ii) the decrease, if any, in Adjusted Consolidated Working
Capital from the first day to the last day of such period, MINUS (b) the sum
of (i) the amount of (1) Capital Expenditures made by the Borrower and its
Subsidiaries on a consolidated basis during such period pursuant to and in
accordance with Section 9.07 (but without giving effect to Capital
Expenditures made pursuant to Section 9.07(c) and (d)), except for each such
Capital Expenditure to the extent financed with the proceeds of Indebtedness
or pursuant to Capitalized Lease Obligations PLUS (or MINUS if negative) (2)
the Rollover Amount for such period to be carried forward to the next period
LESS the Rollover Amount (if any) for the preceding period carried forward to
the current period, (ii) the aggregate amount of permanent principal payments
of Indebtedness for borrowed money of the Borrower and its Subsidiaries and
the permanent repayment of the principal component of Capitalized Lease
Obligations of the Borrower and its Subsidiaries (excluding (1) payments with
proceeds of asset sales and Net Insurance/Condemnation Proceeds, (2) payments
with the proceeds of other Indebtedness or equity or equity contributions and
(3) payments of Loans or other Obligations, PROVIDED that repayments of Loans
shall be deducted in determining Excess Cash Flow if such repayments were (x)
required as a result of a Scheduled Repayment under Section 4.02(b) or (c)
(but not as a reduction to the amount of Scheduled Repayments pursuant to
another provision of this Agreement) or (y) made as a voluntary prepayment
pursuant to Section 4.01 with internally generated funds (but in the case of
a voluntary prepayment of Revolving Loans or Swingline Loans, only to the
extent accompanied by a voluntary reduction to the Total Revolving Loan
Commitment)) during such period, (iii) the increase, if any, in Adjusted
Consolidated Working Capital from the first day to the last day of such
period and (iv) if the Excess Cash Flow for the immediately preceding Excess
Cash Payment Period (after the application of this clause (iv) in respect of
such Excess Cash Payment Period) was negative, the amount of such negative
Excess Cash Flow (expressed as a positive number) and (v) the aggregate
amount of cash Dividends paid during such period to the extent permitted by
clause (ii), (iii), (vii) or (ix) of Section 9.03.


                                       -97-

<PAGE>


                  "EXCESS  CASH  PAYMENT  DATE" shall mean the date
occurring 90 days after the last day of each fiscal year of the Borrower.

                  "EXCESS CASH PAYMENT PERIOD" shall mean, with respect to
the repayment required on each Excess Cash Payment Date, the immediately
preceding fiscal year of the Borrower.

                  "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended.

                  "EXCLUDED PROCEEDS" shall mean and include (i) the Excluded
Timberlands Disposition Proceeds, (ii) the Net Sale Proceeds from any Asset
Sale pursuant to a Permitted Sale-Leaseback Transaction and (iii) the Net
Sale Proceeds from the sale or disposition of a Converting Plant.

                  "EXCLUDED TIMBERLANDS DISPOSITION PROCEEDS" shall have the
meaning provided in Section 4.02(f).

                  "EXCLUDED TIMBERLANDS PROCEEDS MAXIMUM AMOUNT" shall mean
$100,000,000.

                  "EXISTING CREDIT AGREEMENT" shall have the meaning provided
in the first Whereas clause of this Agreement.

                  "EXISTING INDEBTEDNESS" shall mean certain indebtedness of
the Borrower and its Subsidiaries existing on the Restatement Effective Date
acceptable to the Agents and the Required Lenders as listed on Schedule V
hereto.

                  "EXISTING LENDER" shall mean each Lender which is a
"Lender" under the Existing Credit Agreement immediately prior to the
Restatement Effective Date.

                  "EXISTING LETTERS OF CREDIT" shall mean the letters of
credit issued pursuant to the Existing Credit Agreement.

                  "EXISTING LOANS" shall mean the loans made pursuant to the
Existing Credit Agreement.

                  "FACING FEE" shall have the meaning provided in Section
3.01(c).

                  "FEDERAL FUNDS RATE" shall mean, for any day, an interest
rate per annum equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published for such day (or,
if such day is not a Business Day, for the immediately preceding Business
Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average of the quotations
at approximately 11:00 A.M. (New York time) on such day on such transactions
received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by the Administrative Agent in its sole
discretion.

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


                                       -98-

<PAGE>

                  "FOREIGN BORROWING BASE AMOUNT" shall mean, at any time,
the sum of (i) 85% of the book value of all accounts receivable of all
Foreign Subsidiaries of the Borrower and (ii) 55% of the book value of all
inventory of all Foreign Subsidiaries of the Borrower, in each case as
reflected in the financial statements of such Foreign Subsidiaries for the
fiscal quarter then last ended.

                  "FOREIGN PENSION PLAN" shall mean any plan, fund
(including, without limitation, any superannuation fund) or other similar
program established or maintained outside the United States of America by the
Borrower or any one or more of its Subsidiaries primarily for the benefit of
employees of the Borrower or such Subsidiaries residing outside the United
States of America, which plan, fund or other similar program provides, or
results in, retirement income, a deferral of income in contemplation of
retirement or payments to be made upon termination of employment, and which
plan is not subject to ERISA or the Code.

                  "FOREIGN SUBSIDIARY" shall mean each Subsidiary of the
Borrower that is incorporated or organized under the laws of any jurisdiction
other than the United States of America, any State thereof, the United States
Virgin Islands or Puerto Rico.

                  "FOREIGN SUBSIDIARY WORKING CAPITAL INDEBTEDNESS" shall
have the meaning provided in Section 9.04(xii).

                  "FOREIGN WHOLLY-OWNED SUBSIDIARY" as to any Person, shall
mean each Wholly-Owned Subsidiary of such Person which is not a Domestic
Subsidiary.

                  "GAAP" shall have the meaning provided in Section 13.07(a).

                  "GUARANTY" shall mean and include the Subsidiaries
Guaranty and any other guaranty  delivered pursuant to Section 8.11, 8.13 or
8.14.

                  "HAZARDOUS MATERIALS" shall mean (a) any petroleum or
petroleum products, radioactive materials, asbestos in any form that is or
could become friable, ureaformaldehyde foam insulation, transformers or other
equipment that contain dielectric fluid containing levels of polychlorinated
biphenyls, and radon gas; (b) any chemicals, materials or substances defined
as or included in the definition of "hazardous substances," "hazardous
waste," "hazardous materials," "extremely hazardous substances," "restricted
hazardous waste," "toxic substances," "toxic pollutants," "contaminants," or
"pollutants," or words of similar import, under any applicable Environmental
Law; and (c) any other chemical, material or substance, exposure to which is
prohibited, limited or regulated by any governmental authority under
Environmental Laws.

                  "INDEBTEDNESS" shall mean, as to any Person, without
duplication, (i) all indebtedness (including principal, interest, fees and
charges) of such Person for borrowed money or for the deferred purchase price
of property or services, (ii) the maximum amount available to be drawn under
all letters of credit issued for the account of such Person and all unpaid
drawings in respect of such letters of credit, (iii) all Indebtedness of the
types described in clause (i), (ii), (iv), (v), (vi) or (vii) of this
definition secured by any Lien on any property owned by such Person, whether
or not such Indebtedness has been assumed by such Person (to the extent of
the value of the respective property), (iv) the aggregate amount required to
be capitalized under leases under which such Person is the lessee, (v) all
obligations of such person to pay a specified purchase price for goods or
services, whether or not delivered or accepted, I.E., take-or-pay and similar
obligations, (vi)


                                       -99-

<PAGE>



all Contingent Obligations of such Person, (vii) all obligations under any
Interest Rate Protection Agreement or Other Hedging Agreement or under any
similar type of agreement and (viii) all Attributed Receivables Facility
Indebtedness. Notwithstanding the foregoing, Indebtedness shall not include
obligations under trade payables, accrued expenses and other current
liabilities incurred by any person in accordance with its customary practices
and in the ordinary course of business of such Person.

                  "INITIAL PERMITTED RECEIVABLES FACILITY PROCEEDS" shall
mean the amount of cash proceeds to be initially received by the Borrower
and/or the other Receivables Sellers from the sale of Permitted Receivables
Facility Assets to the Receivables Entity pursuant to the Permitted
Receivables Facility; PROVIDED that the amount of such cash proceeds shall be
at least 75% of the fair market value of the Permitted Receivables Facility
Assets sold (or the Receivables securing the loan constituting such Permitted
Receivable Facility Assets) pursuant to the Permitted Receivables Facility
(as determined in good faith by senior management of the Borrower).

                  "INTEREST DETERMINATION DATE" shall mean, with respect to
any Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

                  "INTEREST PERIOD" shall have the meaning provided in
Section 1.09.

                  "INTEREST RATE PROTECTION AGREEMENT" shall mean any
interest rate swap agreement, interest rate cap agreement, interest collar
agreement, interest rate hedging agreement, interest rate floor agreement or
other similar agreement or arrangement.

                  "INVESTMENTS" shall have the meaning provided in Section
9.05.

                  "ISSUING LENDER" shall mean The First National Bank of
Chicago and any Lender which at the request of the Borrower and with the
consent of the Administrative Agent (which shall not be unreasonably
withheld) agrees, in such Lender's sole discretion, to become an Issuing
Lender for the purpose of issuing Letters of Credit pursuant to Section 2.

                  "JOINT VENTURE" shall mean any Person, other than an
individual or a Wholly-Owned Subsidiary of the Borrower, (i) in which the
Borrower or a Subsidiary of the Borrower holds or acquires an ownership
interest (whether by way of capital stock, partnership or limited liability
company interest, or other evidence of ownership) and (ii) which is engaged
in a Permitted Business, provided that a Person not engaged in a Permitted
Business shall be deemed to be a Joint Venture for purposes of this Agreement
to the extent that the aggregate amount of Investments made in all such
Persons does not exceed $10,000,000.

                  "J.P. MORGAN" shall mean J.P. Morgan Securities Inc., in
its individual capacity, and any successor thereto.

                  "L/C SUPPORTABLE INDEBTEDNESS" shall mean (i) obligations
of the Borrower or its Subsidiaries incurred in the ordinary course of
business with respect to insurance obligations and workers' compensation,
surety bonds and other similar statutory obligations and (ii) such other
obligations of the Borrower or any of its Subsidiaries as are reasonably
acceptable to the


                                       -100-

<PAGE>


Administrative Agent and the respective Issuing Lender and otherwise
permitted to exist pursuant to the terms of this Agreement.

                  "LEASEHOLDS" of any Person shall mean all the right, title
and interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

                  "LENDER" shall mean each financial institution listed on
Schedule I, as well as any Person which becomes a "Lender" hereunder pursuant
to 13.04(b).

                  "LENDER DEFAULT" shall mean (i) the refusal (which has not
been retracted) of a Lender to make available its portion of any Borrowing
(including any Mandatory Borrowing) or to fund its portion of any
unreimbursed payment under Section 2.03(c) or (ii) a Lender having notified
in writing the Borrower and/or the Administrative Agent that it does not
intend to comply with its obligations under Section 1.01(d), 1.01(e) or
Section 2, in the case of either clause (i) or (ii) above as a result of the
appointment of a receiver or conservator with respect to such Lender at the
direction or request of any regulatory agency or authority.

                  "LETTER OF CREDIT" shall have the meaning provided in
Section 2.01(a).

                  "LETTER OF CREDIT FEE" shall have the meaning provided in
Section 3.01(b).

                  "LETTER OF CREDIT OUTSTANDINGS" shall mean, at any time,
the sum of (i) the aggregate Stated Amount of all outstanding Letters of
Credit and (ii) the amount of all Unpaid Drawings.

                  "LETTER OF CREDIT REQUEST" shall have the meaning provided
in Section 2.02(a).

                  "LEVERAGE RATIO" shall mean, at any date of determination,
the ratio of Consolidated Indebtedness on such date to Consolidated EBITDA
for the Test Period then last ended.

                  "LIEN" shall mean any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other),
preference, priority or other security agreement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other
title retention agreement, any financing or similar statement or notice filed
under the UCC or any other similar recording or notice statute, and any lease
having substantially the same effect as any of the foregoing).

                  "LOAN" shall mean each Tranche A Term Loan, each Tranche B
Term Loan, each Revolving Loan and each Swingline Loan.

                  "MAJORITY LENDERS" of any Tranche shall mean those
Non-Defaulting Lenders which would constitute the Required Lenders under, and
as defined in, this Agreement if all outstanding Obligations of the other
Tranches under this Agreement were repaid in full and all Commitments with
respect thereto were terminated.

                  "MANAGEMENT AGREEMENTS" shall have the meaning provided in
Section 5.05.

                  "MANAGEMENT PARTICIPANTS" shall mean certain members of
management of the Borrower acceptable to the Agents.


                                       -101-

<PAGE>


                  "MANDATORY BORROWING" shall have the meaning provided in
Section 1.01(e).

                  "MARGIN STOCK" shall have the meaning provided in
Regulation U.

                  "MATERIAL ADVERSE EFFECT" shall mean a material adverse
effect on the business, operations, property, assets, liabilities or
condition (financial or otherwise) of the Borrower and its Subsidiaries taken
as a whole.

                  "MATERIAL CONTRACTS" shall have the meaning provided in
Section 5.05.

                  "MATURITY DATE" shall mean, with respect to any Tranche of
Loans, the Tranche A Term Loan Maturity Date, the Tranche B Term Loan
Maturity Date, the Revolving Loan Maturity Date or the Swingline Expiry Date,
as the case may be.

                  "MAXIMUM PERMITTED CONSIDERATION" shall mean, with respect
to any Permitted Acquisition, the sum (without duplication) of (i) the fair
market value of the Borrower Common Stock (based on (x) the closing trading
price of the Borrower Common Stock on the date of such Permitted Acquisition
on the stock exchange on which the Borrower Common Stock is listed or (y) if
the Borrower Common Stock is not so listed, the good faith determination of
senior management of the Borrower) issued as consideration in connection with
such Permitted Acquisition, (ii) the aggregate principal amount of Permitted
Acquired Debt acquired or assumed by the Borrower or any of its Subsidiaries
in connection with such Permitted Acquisition, (iii) the aggregate principal
amount of all cash paid by the Borrower or any of its Subsidiaries in
connection with such Permitted Acquisition (including payments of fees and
costs and expenses in connection therewith), (iv) the aggregate principal
amount of all other Indebtedness assumed, incurred and/or issued in
connection with such Permitted Acquisition to the extent permitted by Section
9.04 and (v) the fair market value (determined in good faith by senior
management of the Borrower) of all other consideration payable in connection
with such Permitted Acquisition.

                  "MAXIMUM SWINGLINE AMOUNT" shall mean $20,000,000.

                  "MDP" shall mean Madison Dearborn Partners, LLC.

                  "MDP GROUP" shall mean PCA Holdings LLC, Madison Dearborn
Capital Partners III, L.P., Madison Dearborn Special Equity III, L.P.,
Special Advisors Fund I, LLC, J.P. Morgan Capital Corporation, Sixty Wall
Street Fund, L.P., BT Capital Investors, L.P., Randolph Street Partners II,
Schwerin Company, L.L.C., Paul J. Magnell and Northwestern University and
their Affiliates or any of their respective direct or indirect officers,
directors, managers, members, partners, equity owners, employees, agents,
representatives, successors or assigns.

                  "MDP MANAGEMENT AGREEMENT" shall mean a management
agreement between the Borrower and MDP in form and substance reasonably
satisfactory to the Administrative Agent, as the same may be amended,
modified or supplemented from time to time pursuant to the terms hereof and
thereof.

                  "MILLS" shall mean each of the mill sites located in
Valdosta, Georgia, Counce, Tennessee, Filer City, Michigan and Tomahawk,
Wisconsin.


                                       -102-

<PAGE>


                  "MINIMUM BORROWING AMOUNT" shall mean (i) for Term Loans of
any Tranche, $10,000,000 (and, if greater, in an integral multiple of
$100,000) (ii) for Revolving Loans, $3,000,000 (and, if greater, in an
integral multiple of $100,000) and (iii) for Swingline Loans, $250,000 (and
if greater, in an integral multiple of $50,000).

                  "MORGAN GUARANTY" shall mean Morgan Guaranty Trust Company
of New York, in its individual capacity, and any successor thereto.

                  "MORTGAGE" shall mean each Original Mortgage and, after the
execution and delivery thereof, shall include each Additional Mortgage.

                  "MORTGAGE AMENDMENT PROPERTIES" shall have the meaning
provided in Section 5.10.

                  "MORTGAGE AMENDMENTS" shall have the meaning provided in
Section 5.10.

                  "MORTGAGED PROPERTY" shall mean each parcel of Real
Property designated as "Mortgaged Properties" on Schedule III and, after the
execution and delivery of any Additional Mortgage, shall include the
respective Additional Mortgaged Property.

                  "MULTIEMPLOYER PLAN" shall mean any multiemployer plan as
defined in Section 4001(a)(3) of ERISA, which is maintained or contributed to
by (or to which there is an obligation to contribute of) the Borrower or a
Subsidiary of the Borrower or an ERISA Affiliate, and each such plan for the
five year period immediately following the latest date on which the Borrower,
or a Subsidiary of the Borrower or an ERISA Affiliate maintained, contributed
to or had an obligation to contribute to such plan.

                  "NET ASSET SALE PROCEEDS" shall mean the Net Sale Proceeds
resulting from any Asset Sale .

                  "NET INSURANCE/CONDEMNATION PROCEEDS" shall mean any cash
payments or proceeds received by the Borrower or any of its Subsidiaries (i)
under any business interruption insurance policy or casualty insurance policy
in respect of a covered loss thereunder or (ii) as a result of the taking of
any assets of the Borrower or any of its Subsidiaries by any Person pursuant
to the power of eminent domain, condemnation or otherwise, or pursuant to a
sale of any such assets to a purchaser with such power under threat of such a
taking, in each case net of any actual and documented costs incurred by the
Borrower or any of its Subsidiaries in connection with the adjustment or
settlement of any claims of the Borrower or such Subsidiary in respect
thereof, including (i) income taxes reasonably estimated to be actually
payable within two years of the date of receipt of such payments or proceeds
as a result of any gain recognized in connection with the receipt of such
payment or proceeds and (ii) payment of the outstanding amount of premium or
penalty, if any, and interest of any Indebtedness (other than the Loans) that
is secured by a Lien on the stock or assets in question and that is repaid as
a result of receipt of such payments or proceeds.

                  "NET SALE PROCEEDS" shall mean for any sale of assets, the
gross cash proceeds (including any cash received by way of deferred payment
pursuant to a promissory note, receivable or otherwise, but only as and when
received) received from any sale of assets, net of (i) reasonable transaction
costs (including, without limitation, any underwriting, brokerage or other
customary selling commissions and reasonable legal, advisory and other fees
and expenses, including title and


                                       -103-

<PAGE>


recording expenses, associated therewith) and payments of unassumed
liabilities relating to the assets sold at the time of, or within 30 days
after, the date of such sale, (ii) the amount of such gross cash proceeds
required to be used to repay any Indebtedness (other than Indebtedness of the
Lenders pursuant to this Agreement) which is secured by the respective assets
which were sold, and (iii) the estimated marginal increase in income taxes
which will be payable by the Borrower's consolidated group with respect to
the fiscal year in which the sale occurs as a result of such sale; PROVIDED,
HOWEVER, that such gross proceeds shall not include any portion of such gross
cash proceeds which the Borrower determines in good faith should be reserved
for post-closing adjustments (including indemnification payments) (to the
extent the Borrower delivers to the Lenders a certificate signed by its chief
financial officer or treasurer, controller or chief accounting officer as to
such determination), it being understood and agreed that on the day that all
such post-closing adjustments have been determined (which shall not be later
than six months following the date of the respective asset sale), the amount
(if any) by which the reserved amount in respect of such sale or disposition
exceeds the actual post-closing adjustments payable by the Borrower or any of
its Subsidiaries shall constitute Net Sale Proceeds on such date received by
the Borrower and/or any of its Subsidiaries from such sale, lease, transfer
or other disposition. The parties hereto acknowledge and agree that Net Sale
Proceeds shall not include any trade-in-credits or purchase price reductions
received by the Borrower or any of its Subsidiaries in connection with an
exchange of equipment for replacement equipment that is the functional
equivalent of such exchanged equipment.

                  "NON-DEFAULTING LENDER" shall mean and include each Lender
other than a Defaulting Lender.

                  "NOTE" shall mean each Tranche A Term Note, each Tranche B
Term Note, each Revolving Note and the Swingline Note.

                  "NOTICE OF BORROWING" shall have the meaning provided in
Section 1.03(a).

                  "NOTICE OF CONVERSION" shall have the meaning provided in
Section 1.06.

                  "NOTICE OFFICE" shall mean the office of the Administrative
Agent located at 60 Wall Street, New York, New York 10260 or such other
office as the Administrative Agent may hereafter designate in writing as such
to the other parties hereto.

                  "OBLIGATIONS" shall mean all amounts owing to the
Administrative Agent, the Collateral Agent or any Lender pursuant to the
terms of this Agreement or any other Credit Document.

                  "ORIGINAL EFFECTIVE DATE" shall mean the initial borrowing
date under the Existing Credit Agreement (I.E., April 12, 1999).

                  "ORIGINAL MORTGAGE POLICY" shall mean each mortgage title
insurance policy (and all endorsements thereto) required to be delivered
pursuant to the Existing Credit Agreement.

                  "ORIGINAL MORTGAGES" shall mean all Mortgages granted by
the Credit Parties pursuant to the Existing Credit Agreement and which have
not been released by the Lenders prior to the Restatement Effective Date.


                                       -104-

<PAGE>


                  "OTHER HEDGING AGREEMENT" shall mean any foreign exchange
contracts, currency swap agreements, commodity agreements, energy agreements
or other similar agreements or arrangements designed to protect against the
fluctuations in currency or commodity values.

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

                  "PAYMENT OFFICE" shall mean the office of the
Administrative Agent located at 500 Station Christiana Road, Newark, DEL or
such other office as the Administrative Agent may hereafter designate in
writing as such to the other parties hereto.

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

                  "PCA HOLDINGS" shall mean PCA Holdings, LLC, a Delaware
limited liability company.

                  "PCA HOLDINGS SERVICE AGREEMENT" shall mean the Holding
Company Support Agreement dated as of April 12, 1999 between PCA Holdings and
the Borrower, as the same may be amended, modified or supplemented from time
to time.

                  "PERCENTAGE" of any Lender at any time shall mean a
fraction (expressed as a percentage) the numerator of which is the Revolving
Loan Commitment of such Lender at such time and the denominator of which is
the Total Revolving Loan Commitment at such time, PROVIDED that if the
Percentage of any Lender is to be determined after the Total Revolving Loan
Commitment has been terminated, then the Percentages of the Lenders shall be
determined immediately prior (and without giving effect) to such termination.

                  "PERMITTED ACQUIRED DEBT" shall have the meaning provided
in Section 9.04(xiii).

                  "PERMITTED ACQUISITION" shall mean the acquisition by the
Borrower or any of its Wholly-Owned Domestic Subsidiaries of assets
constituting a business, division or product line of any Person not already a
Subsidiary of the Borrower or any of its Wholly-Owned Subsidiaries or of 100%
of the capital stock or other equity interests of any such Person, PROVIDED
that (A) the consideration paid by the Borrower or such Wholly-Owned
Subsidiary consists solely of cash (including proceeds of Revolving Loans),
the issuance of the Borrower Common Stock, the issuance of Indebtedness
otherwise permitted in Section 9.04 and the assumption/acquisition of any
Permitted Acquired Debt (calculated in accordance with GAAP) relating to such
business, division, product line or Person which is permitted to remain
outstanding in accordance with the requirements of Section 9.04, (B) those
acquisitions that are structured as stock acquisitions shall be effected
through a purchase of 100% of the capital stock or other equity interests of
such Person by the Borrower or such Domestic Wholly-Owned Subsidiary or
through a merger between such Person and a Domestic Wholly-Owned Subsidiary
of the Borrower, so that after giving effect to such merger, 100% of the
capital stock or other equity interests of the surviving corporation of such
merger is owned by the Borrower or a Domestic Wholly-Owned Subsidiary, (C) in
the case of the acquisition of 100% of the capital stock or other equity
interests of any Person, such Person (the "ACQUIRED PERSON") shall own no
capital stock or other equity interests of any other Person unless either (x)
the Acquired Person owns 100% of the capital stock or other equity interests
of such other Person or (y) if the Acquired Person owns capital stock or
equity interests in any other Person which is not a Wholly-Owned


                                       -105-

<PAGE>


Subsidiary of the Acquired Person (a "NON-WHOLLY OWNED ENTITY"), (1) the
Acquired Person shall not have been created or established in contemplation
of, or for purposes of, the respective Permitted Acquisition, (2) any
Non-Wholly Owned Entity of the Acquired Person shall have been
non-wholly-owned prior to the date of the respective Permitted Acquisition
and not created or established in contemplation thereof, and (3) such
Acquired Person and/or its Wholly-Owned Subsidiaries own 80% of the
consolidated assets of such Person and its Subsidiaries and Joint Ventures,
(D) substantially all of the business, division or product line acquired
pursuant to the respective Permitted Acquisition, or the business of the
Acquired Person and its Subsidiaries taken as a whole, is in the United
States (provided that so long as the aggregate Maximum Permitted
Consideration payable in respect of all Permitted Acquisitions described in
this parenthetical clause does not exceed $50,000,000 and the assets acquired
are Converting Plants, such business or division may be in Canada), (E) the
assets acquired, or the business of the Acquired Person and its Subsidiaries,
shall be in a business permitted to be conducted pursuant to Section 9.15 and
(F) all applicable requirements of Sections 8.13 and 9.02 applicable to
Permitted Acquisitions are satisfied. Notwithstanding anything to the
contrary contained in the immediately preceding sentence, an acquisition
which does not otherwise meet the requirements set forth above in the
definition of "Permitted Acquisition" shall constitute a Permitted
Acquisition if, and to the extent, the Required Lenders agree in writing that
such acquisition shall constitute a Permitted Acquisition for purposes of
this Agreement.

                  "PERMITTED BUSINESS" shall mean the containerboard,
paperboard and packaging products business and any business in which the
Borrower and its Subsidiaries were engaged on the Original Effective Date or
any business reasonably related, incidental or ancillary to any of the
foregoing.

                  "PERMITTED DEBT" shall mean and include Permitted Acquired
Debt and Permitted Refinancing Indebtedness.

                  "PERMITTED ENCUMBRANCE" shall mean, with respect to any
Mortgaged Property, such exceptions to title as are set forth in the title
insurance policy or title commitment delivered with respect thereto, PROVIDED
that in the case of any Additional Mortgaged Property, all such exceptions
shall also be acceptable to the Administrative Agent in its reasonable
discretion.

                  "PERMITTED HOLDERS" shall mean and include MDP and the
Management Participants.

                  "PERMITTED LIENS" shall have the meaning provided in
Section 9.01.

                  "PERMITTED RECEIVABLES FACILITy" shall mean the receivables
facility created under the Permitted Receivables Facility Documents,
providing for the sale or pledge by the Borrower and/or one or more other
Receivables Sellers of Permitted Receivables Facility Assets (thereby
providing financing to the Borrower and the Receivables Sellers) to the
Receivables Entity (either directly or through another Receivables Seller),
which in turn shall sell or pledge interests in the respective Permitted
Receivables Facility Assets to the third-party investors pursuant to the
Permitted Receivables Facility Documents (with the Receivables Entity
permitted to issue investor certificates, purchased interest certificates or
other similar documentation evidencing interests in the Permitted Receivables
Facility Assets) in return for the cash used by the Receivables Entity to
purchase the


                                       -106-

<PAGE>


Permitted Receivables Facility Assets from the Borrower and/or the respective
Receivables Sellers, in each case as more fully set forth in the Permitted
Receivables Facility Documents.

                  "PERMITTED RECEIVABLES FACILITY ASSETS" shall mean (i)
Receivables (whether now existing or arising in the future) of the Borrower
and its Subsidiaries which are transferred or pledged to the Receivables
Entity pursuant to the Permitted Receivables Facility and any related
Permitted Receivables Related Assets which are also so transferred or pledged
to the Receivables Entity and all proceeds thereof and (ii) loans to the
Borrower and its Subsidiaries secured by Receivables (whether now existing or
arising in the future) of the Borrower and its Subsidiaries which are made
pursuant to the Permitted Receivables Facility.

                  "PERMITTED RECEIVABLES FACILITY DOCUMENTS" shall mean each
of the documents and agreements entered into in connection with the Permitted
Receivables Facility, including all documents and agreements relating to the
issuance, funding and/or purchase of certificates and purchased interests,
all of which documents and agreements shall be in form and substance
satisfactory to the Agents and the Required Lenders, in each case as such
documents and agreements may be amended, modified, supplemented, refinanced
or replaced from time to time so long as (i) any such amendments,
modifications, supplements, refinancing or replacements do not impose any
conditions or requirements on the Borrower or any of its Subsidiaries that
are more restrictive in any material respect than those in existence on the
Permitted Receivables Facility Transaction Date, (ii) any such amendments,
modifications, supplements, refinancings or replacements are not adverse in
any way to the interests of the Lenders and (iii) any such amendments,
modifications, supplements, refinancings or replacements are otherwise in
form and substance reasonably satisfactory to the Administrative Agent.

                  "PERMITTED RECEIVABLES FACILITY FINANCING COSTS" shall
mean, for any period, the total consolidated interest and fee expense of the
Borrower and its Subsidiaries which would have existed for such period
pursuant to the Permitted Receivables Facility if same were structured as a
secured lending arrangement rather than as a facility for the sale of
Permitted Receivables Facility Assets.

                  "PERMITTED RECEIVABLES FACILITY THRESHOLD AMOUNT" shall, on
the Permitted Receivables Facility Transaction Date, equal the amount applied
on such date to repay outstanding Term Loans and/or reduce the Total
Revolving Loan Commitment pursuant to Section 4.02(i) or 3.03(e), as the case
may be; PROVIDED that, on each date upon which a mandatory repayment and/or
commitment reduction is required pursuant to Section 4.02(i) or 3.03(e), as
the case may be, as a result of the incurrence of Attributed Receivables
Facility Indebtedness in excess of the Permitted Receivables Facility
Threshold Amount as theretofore in effect, the Permitted Receivables Facility
Threshold Amount shall be increased (on the date of, after giving effect to,
the respective mandatory repayment and/or commitment reduction) by the amount
of the mandatory principal repayment or commitment reduction required on such
date pursuant to Section 4.02(i) or 3.03(e), as the case may be, as a result
of the respective incurrence of Attributed Receivables Facility Indebtedness,
PROVIDED that at no time shall the Permitted Receivables Facility Threshold
Amount exceed $250,000,000.

                  "PERMITTED RECEIVABLES FACILITY TRANSACTION" shall mean the
consummation of the transactions contemplated by the Permitted Receivables
Facility Documents on the initial funding date thereunder.


                                       -107-

<PAGE>


                  "PERMITTED RECEIVABLES FACILITY TRANSACTION DATE" shall
mean the date of the consummation of the Permitted Receivables Facility
Transaction in accordance with the requirements of Section 8.12.

                  "PERMITTED RECEIVABLES RELATED ASSETS" shall mean, with
respect to any Person, all of the following property and interests in
property of such Person, whether now existing or existing in the future or
hereafter acquired or arising and in each case to the extent relating to the
respective Receivables of such Person: (i) all unpaid seller's or lessor's
rights (including, without limitation, recession, replevin, reclamation and
stoppage in transit, relating to any of the foregoing or arising therefrom),
(ii) all rights to any goods or merchandise represented by any of the
foregoing (including, without limitation, returned or repossessed goods),
(iii) all reserves and credit balances with respect to any such Receivable or
the respective account debtor, (iv) all letters of credit, security or
guarantees of any of the foregoing, (v) all insurance policies or reports
relating to any of the foregoing, (vi) all collection or deposit accounts
relating to any of the foregoing, (vii) all proceeds of any of the foregoing,
and (viii) all books and records relating to any of the foregoing.

                  "PERMITTED REFINANCING INDEBTEDNESS" shall mean any
Indebtedness of the Borrower and its Subsidiaries issued or given in exchange
for, or the proceeds of which are used to, extend, refinance, renew, replace,
substitute or refund Existing Indebtedness or any Indebtedness issued to so
extend, refinance, renew, replace, substitute or refund any such
Indebtedness, so long as (a) such Indebtedness has a weighted average life to
maturity greater than or equal to the weighted average life to maturity of
the Indebtedness being refinanced, (b) such refinancing or renewal does not
(i) increase the amount of such Indebtedness outstanding immediately prior to
such refinancing or renewal or (ii) add guarantors, obligors or security from
that which applied to such Indebtedness being refinanced or renewed, (c) such
refinancing or renewal Indebtedness has substantially the same (or, from the
perspective of the Lenders, more favorable) subordination provisions, if any,
as applied to the Indebtedness being renewed or refinanced, and (d) all other
terms of such refinancing or renewal (including, without limitation, with
respect to the amortization schedules, redemption provisions, maturities,
covenants, defaults and remedies), are not, taken as a whole, materially less
favorable to the respective borrower than those previously existing with
respect to the Indebtedness being refinancing or renewed.

                  "PERMITTED SALE-LEASEBACK TRANSACTION" shall mean any sale
by the Borrower or any of its Subsidiaries of any asset first acquired by the
Borrower or such Subsidiary which asset is then leased back to the Borrower
or such Subsidiary, PROVIDED that (i) the proceeds of the respective sale
shall be entirely cash and in an amount at least equal to 85% of the fair
market value of such asset (as determined in good faith by senior management
of the Borrower) and (ii) the respective transaction is otherwise effected in
accordance with the applicable requirements of Section 9.02(xiv).

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

                  "PLAN" shall mean any pension plan as defined in Section
3(2) of ERISA, which is maintained or contributed to by (or to which there is
an obligation to contribute of) the Borrower or a Subsidiary of the Borrower
or an ERISA Affiliate, and each such plan for the five-year period


                                       -108-

<PAGE>


immediately following the latest date on which the Borrower, or a Subsidiary
of the Borrower or an ERISA Affiliate maintained, contributed to or had an
obligation to contribute to such plan.

                  "PLEDGE AGREEMENT" shall mean the Pledge Agreement attached
hereto on Schedule XI, dated as of April 12, 1999, executed and delivered
pursuant to Section 5.09 of the Existing Credit Agreement, as same may from
time to time be amended, modified or supplemented in accordance with the
terms thereof.

                  "PLEDGE AGREEMENT COLLATERAL" shall mean all "Collateral"
as defined in each of the Pledge Agreements.

                  "PLEDGED SECURITIES" shall mean "PLEDGED SECURITIES" as
defined in the Pledge Agreement.

                  "POST-CLOSING PERIOD" shall have the meaning provided in
Section 8.13(a).

                  "PRIME LENDING RATE" shall mean the rate which the
Administrative Agent announces from time to time as its prime lending rate,
the Prime Lending Rate to change when and as such prime lending rate changes.
The Prime Lending Rate is a reference rate and does not necessarily represent
the lowest or best rate actually charged to any customer. The Administrative
Agent may make commercial loans or other loans at rates of interest at, above
or below the Prime Lending Rate.

                  "PRINCIPAL" shall mean MDP Group.

                  "PRO FORMA BASIS" shall mean, in connection with any
calculation of compliance with any financial covenant or financial term, the
calculation thereof after giving effect on a PRO FORMA basis to (i) the
assumption, incurrence or issuance of any Indebtedness (other than revolving
Indebtedness, except to the extent same is incurred to refinance other
outstanding Indebtedness or to finance Permitted Acquisitions) after the
first day of the relevant Calculation Period as if such Indebtedness had been
assumed, incurred or issued (and the proceeds thereof applied) on the first
day of the relevant Calculation Period, (ii) the permanent repayment of any
Indebtedness (other than the revolving Indebtedness) after the first day of
the relevant Calculation Period as if such Indebtedness had been retired or
repaid on the first day of the relevant Calculation Period, (iii) the
Permitted Acquisition, if any, then being consummated as if such Permitted
Acquisition (and all other Permitted Acquisitions consummated after the first
day of the relevant Calculation Period and on or prior to the Calculation
Date) had been effected on the first day of the respective Calculation
Period, (iv) the Permitted Sale-Leaseback Transaction, if any, then being
consummated as if such Permitted Sale-Leaseback Transaction (and all other
Permitted Sale-Leaseback Transactions consummated after the first day of the
relevant Calculation Period and on or prior to the Calculation Date) had been
effected on the first day of the respective Calculation Period, (v) any cash
Dividend paid pursuant to Section 9.03(vi), if any, then being consummated as
if such Dividend (and all other such Dividends paid during the twelve month
period ending on the Calculation Date) had been effected on the first day of
the respective Calculation Period and (vi) a Timberlands Disposition, as if
such Timberlands Disposition (and all other Timberlands Dispositions
consummated after the first day of the relevant Calculation Period and on or
prior to the Calculation Date) and the Capitalized Lease Obligations or
operating lease obligations, if any, incurred in connection with any leasing


                                       -109-

<PAGE>


arrangements with respect to Timberland Properties sold pursuant to such
Timberlands Disposition and any increase or decrease in fiber, stumpage or
similar costs as a result of such Timberlands Dispositions and the
application of the related Excluded Timberlands Disposition Proceeds had been
effected on the first day of the relevant Calculation Period, with the
following rules to apply in connection therewith:

                  (a) all Indebtedness (x) (other than revolving Indebtedness,
         except to the extent same is incurred to finance the Transaction, to
         refinance other outstanding Indebtedness, or to finance Permitted
         Acquisitions) assumed, incurred or issued after the first day of the
         relevant Calculation Period and on or prior to the Calculation Date
         (whether incurred to finance a Permitted Acquisition, to refinance
         Indebtedness or otherwise) shall be deemed to have been assumed,
         incurred or issued (and the proceeds thereof applied) on the first day
         of the respective Calculation Period and remain outstanding through the
         Calculation Date and (y) (other than revolving Indebtedness)
         permanently retired or redeemed after the first day of the relevant
         Calculation Period shall be deemed to have been retired or redeemed on
         the first day of the respective Calculation Period and remain retired
         through the Calculation Date;

                  (b) all Indebtedness assumed to be outstanding pursuant to
         preceding clause (i) shall be deemed to have borne interest (x) at the
         rate applicable thereto, in the case of fixed rate Indebtedness or (y)
         at the rates which would have been applicable thereto during the
         respective period when same was deemed outstanding, in the case of
         floating rate Indebtedness (although interest expense with respect to
         any Indebtedness for periods while same was actually outstanding during
         the respective period shall be calculated using the actual rates
         applicable thereto while same was actually outstanding); and

                  (c) in making any determination of Consolidated EBITDA, PRO
         FORMA effect shall be given to any Permitted Acquisition for the
         respective period being tested, taking into account, cost savings and
         expenses which would otherwise be accounted for as an adjustment
         pursuant to Article 11 of Regulation S-X under the Securities Act, as
         if such cost-savings or expenses were realized on the first day of the
         respective period.

Notwithstanding anything to the contrary contained above, (x) for the
purposes of Sections 9.09 and, for purposes of all determinations of the
Applicable Margins, PRO FORMA effect (as otherwise provided above) shall only
be given for events or occurrences which occurred during the respective Test
Period but not thereafter and (y) for purposes of Section 8.13, PRO FORMA
effect (as otherwise provided above) shall be given for events or occurrences
which occurred during the respective Calculation Period and thereafter but on
or prior to the respective date of determination.

                  "PROJECTIONS" shall mean the financial projections set
forth on Schedule IX hereto.

                  "QUARTERLY PAYMENT DATE" shall mean the last Business Day
of March, June, September and December occurring after the Initial Borrowing
Date.

                  "RCRA" shall mean the Resource  Conservation  and Recovery
Act, as the same may be amended from time to time,  42 U.S.C. Section 6901
ET SEQ.

                  "REAL PROPERTY" of any Person shall mean all the right,
title and interest of such Person in and to land, improvements and fixtures,
including Leaseholds.


                                       -110-

<PAGE>


                  "RECEIVABLES" shall mean all accounts receivable
(including, without limitation, all rights to payment created by or arising
from sales of goods, leases of goods or the rendition of services rendered no
matter how evidenced whether or not earned by performance).

                  "RECEIVABLES ENTITY" shall mean a Wholly-Owned Subsidiary
of the Borrower which engages in no activities other than in connection with
the financing of accounts receivable of the Receivables Sellers and which is
designated (as provided below) as the "Receivables Entity" (a) no portion of
the Indebtedness or any other obligations (contingent or otherwise) of which
(i) is guaranteed by the Borrower or any other Subsidiary of the Borrower
(excluding guarantees of obligations (other than the principal of, and
interest on, Indebtedness)) pursuant to Standard Securitization Undertakings,
(ii) is recourse to or obligates the Borrower or any other Subsidiary of the
Borrower in any way (other than pursuant to Standard Securitization
Undertakings) or (iii) subjects any property or asset of the Borrower or any
other Subsidiary of the Borrower, directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings, (b) with which neither the Borrower nor any of
its Subsidiaries has any contract, agreement, arrangement or understanding
(other than pursuant to the Permitted Receivables Facility Documents
(including with respect to fees payable in the ordinary course of business in
connection with the servicing of accounts receivable and related assets)) on
terms less favorable to the Borrower or such Subsidiary than those that might
be obtained at the time from persons that are not Affiliates of the Borrower,
and (c) to which neither the Borrower nor any other Subsidiary of the
Borrower has any obligation to maintain or preserve such entity's financial
condition or cause such entity to achieve certain levels of operating
results. Any such designation shall be evidenced to the Administrative Agent
by filing with the Administrative Agent an officer's certificate of the
Borrower certifying that, to the best of such officer's knowledge and belief
after consultation with counsel, such designation complied with the foregoing
conditions.

                  "RECEIVABLES SELLERS" shall mean the Borrower and those
Subsidiary Guarantors that are from time to time party to the Permitted
Receivables Facility Documents.

                  "REFERENCE LENDER" shall mean Morgan Guaranty, BTCO and
Goldman Sachs Credit Partners L.P.

                  "REGISTER" shall have the meaning provided in Section 13.17.

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

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

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

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

                  "RELATED PARTY" shall mean:


                                       -111-

<PAGE>


                  (1)      any controlling stockholder,  80% (or more) owned
         Subsidiary,  or immediate family member (in the case of an individual)
         of any Principal; or

                  (2) any trust, corporation, partnership or other entity, the
         beneficiaries, stockholders, partners, owners or Persons beneficially
         holding an 80% or more controlling interest of which consist of any one
         or more Principals and/or such other Persons referred to in the
         immediately preceding clause (1).

                  "RELEASE" shall mean the active or passive disposing,
spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, migration, placing and the like into
the environment.

                  "REPLACED LENDER" shall have the meaning provided in
Section 1.13.

                  "REPLACEMENT LENDER" shall have the meaning provided in
Section 1.13.

                  "REPORTABLE EVENT" shall mean an event described in Section
4043(c) of ERISA with respect to a Plan that is subject to Title IV of ERISA
other than those events as to which the 30-day notice period is waived under
subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

                  "REQUIRED APPRAISAL" shall have the meaning provided in
Section 8.11(g).

                  "REQUIRED LENDERS" shall mean Non-Defaulting Lenders, the
sum of whose outstanding Term Loans (or, if prior to the Initial Borrowing
Date, Term Loan Commitments) and Revolving Loan Commitments (or after the
termination thereof, outstanding Revolving Loans and Adjusted Percentage of
Swingline Loans and Letter of Credit Outstandings) represent an amount
greater than 50% of the sum of all outstanding Term Loans (or, if prior to
the Initial Borrowing Date, Term Loan Commitments) of Non-Defaulting Lenders
and the Adjusted Total Revolving Loan Commitment (or after the termination
thereof, the sum of the then total outstanding Revolving Loans of
Non-Defaulting Lenders and the aggregate Adjusted Percentages of all
Non-Defaulting Lenders of the total outstanding Swingline Loans and Letter of
Credit Outstandings at such time).

                  "RESTATEMENT EFFECTIVE DATE" shall have the meaning
provided in Section 13.10.

                  "REVOLVING LOAN" shall have the meaning provided in Section
1.01(c).

                  "REVOLVING LOAN COMMITMENT" shall mean, for each Lender,
the amount set forth opposite such Lender's name in Schedule I hereto
directly below the column entitled "Revolving Loan Commitment," as same may
be (x) reduced from time to time pursuant to Sections 3.02, 3.03, 4.02 and/or
10 or (y) adjusted from time to time as a result of assignments to or from
such Lender pursuant to Section 1.13 or 13.04(b).

                  "REVOLVING LOAN MATURITY DATE" shall mean June 29, 2006.

                  "REVOLVING NOTE" shall have the meaning provided in Section
1.05(a).

                  "ROLLOVER AMOUNT" shall have the meaning provided in
Section 9.07(b).


                                       -112-

<PAGE>


                  "SCHEDULED REPAYMENTS" shall mean Tranche A Scheduled
Repayments and Tranche B Scheduled Repayments.

                  "SEC" shall have the meaning provided in Section 8.01(g).

                  "SECTION 4.04(b)(II) CERTIFICATE" shall have the meaning
provided in Section 4.04(b).

                  "SECURED CREDITORS" shall have the meaning provided in the
Security Documents.

                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.

                  "SECURITY AGREEMENT" shall mean the Security Agreement
attached hereto on Schedule XI, dated as of April 12, 1999, executed and
delivered pursuant to Section 5.10(b) of the Existing Credit Agreement, as
same may from time to time be amended, modified or supplemented in accordance
with the terms thereof.

                  "SECURITY DOCUMENT" shall mean the Pledge Agreement, the
Security Agreement, each Mortgage and, after the execution and delivery
thereof, each Additional Mortgage and each Additional Security Document.

                  "SENIOR SUBORDINATED NOTES" shall mean PCA's 9 5/8% Senior
Subordinated Notes due 2009 issued pursuant to the Senior Subordinated Notes
Indenture, as in effect on the Original Effective Date and as the same may be
amended, modified or supplemented from time to time in accordance with the
terms hereof and thereof.

                  "SENIOR SUBORDINATED NOTES DOCUMENTS" shall mean the Senior
Subordinated Notes, the Senior Subordinated Notes Indenture and all other
documents executed and delivered in respect of the Senior Subordinated Notes
and the Senior Subordinated Notes Indenture, in each case as in effect on the
Original Effective Date and as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and
thereof.

                  "SENIOR SUBORDINATED NOTES INDENTURE" shall mean the
Indenture, dated as of April 12, 1999, among the Borrower, the Subsidiary
Guarantors and United States Trust Company of New York, as trustee
thereunder, as in effect on the Effective Date and as the same may be
amended, modified or supplemented from time to time in accordance with the
terms hereof and thereof.

                  "SHAREHOLDERS' AGREEMENTS" shall have the meaning provided
in Section 5.05.

                  "STANDARD SECURITIZATION UNDERTAKINGS" shall mean
representations, warranties, covenants and indemnities entered into by the
Borrower or any Subsidiary thereof in connection with the Permitted
Receivables Facility which are reasonably customary in an accounts receivable
transaction.

                  "STANDBY LETTER OF CREDIT" shall have the meaning provided
in Section 2.01(a).

                  "STATED AMOUNT" of each Letter of Credit shall, at any
time, mean the maximum amount available to be drawn thereunder (in each case
determined without regard to whether any conditions to drawing could then be
met).


                                       -113-

<PAGE>


                  "STOCKHOLDERS' AGREEMENT" shall mean the Stockholders
Agreement, dated as of April 12, 1999, as in effect on the Original Effective
Date.

                  "SUBSIDIARIES GUARANTY" shall mean the Subsidiaries
Guaranty attached hereto on Schedule XI, dated as of April 12, 1999, executed
and delivered pursuant to Section 5.08(a) of the Existing Credit Agreement,
as same may from time to time be amended, modified or supplemented in
accordance with the terms thereof.

                  "SUBSIDIARY" shall mean, as to any Person, (i) any
corporation more than 50% of whose stock of any class or classes having by
the terms thereof ordinary voting power to elect a majority of the directors
of such corporation (irrespective of whether or not at the time stock of any
class or classes of such corporation shall have or might have voting power by
reason of the happening of any contingency) is at the time owned by such
Person and/or one or more Subsidiaries of such Person and (ii) any
partnership, association, joint venture or other entity in which such Person
and/or one or more Subsidiaries of such Person has more than a 50% equity
interest at the time.

                  "SUBSIDIARY GUARANTOR" shall mean each Subsidiary of the
Borrower designated as a "Subsidiary Guarantor" on Schedule VIII hereto or
which executes a guaranty after the Restatement Effective Date pursuant to
Section 8.11 or 8.13.

                  "SWINGLINE EXPIRY DATE" shall mean the date which is two
Business Days prior to the Revolving Loan Maturity Date.

                  "SWINGLINE LENDER" shall mean Morgan Guaranty.

                  "SWINGLINE LOAN" shall have the meaning provided in Section
1.01(d).

                  "SWINGLINE NOTE" shall have the meaning provided in Section
1.05(a).

                  "SYNDICATION AGENT" shall have the meaning provided in the
first paragraph of this Agreement, and shall include any successor thereto.

                  "TAX BENEFIT" shall have the meaning provided in Section
4.04(c).

                  "TAX SHARING AGREEMENT" shall have the meaning provided in
Section 5.05.

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

                  "TERM LOAN" shall mean each Tranche A Term Loan and each
Tranche B Term Loan.

                  "TERM LOAN COMMITMENT" shall mean each Tranche A Term Loan
Commitment and each Tranche B Term Loan Commitment, with the Term Loan
Commitment of any Lender at any time to equal the sum of its Tranche A Term
Loan Commitment and Tranche B Term Loan Commitment as then in effect.


                                       -114-

<PAGE>


                  "TEST PERIOD" shall mean the period of four consecutive
fiscal quarters then last ended or then ending in each case taken as one
accounting period.

                  "TIMBERLAND PROPERTIES" shall mean the substantially
unimproved timber properties owned by the Borrower and its Subsidiaries.

                  "TIMBERLANDS DISPOSITION" shall mean the sale or
disposition by the Borrower or any of its Subsidiaries (pursuant to one or
more series of sales) of the Timberland Properties.

                  "TIMBERLANDS DISPOSITION RECAPTURE/RESTRICTED PAYMENTS
REQUIREMENTS" shall have the meaning provided in Section 4.02(f).

                  "TOTAL ASSETS" shall mean the book value of consolidated
gross assets of the Borrower and its Subsidiaries, as reflected in the
financial statements of the Borrower most recently delivered pursuant to
Section 8.01(a) or (b), as the case may be.

                  "TOTAL AVAILABLE REVOLVING LOAN COMMITMENT" shall mean at
any time an amount equal to the Total Revolving Loan Commitment at such time
less the Blocked Commitment at such time.

                  "TOTAL COMMITMENTS" shall mean, at any time, the sum of the
Commitments of each of the Lenders.

                  "TOTAL RELEVANT ASSETS" shall mean Total Assets less the
book value of the Timberlands Properties included therein, as reflected in
the financial statements of the Borrower most recently delivered pursuant to
Section 8.01(a) or (b), as the case may be.

                  "TOTAL REVOLVING LOAN COMMITMENT" shall mean, at any time,
the sum of the Revolving Loan Commitments of each of the Lenders.

                  "TOTAL TERM LOAN COMMITMENT" shall mean, at any time, the
sum of the Total Tranche A Term Loan Commitment and Total Tranche B Term Loan
Commitment.

                  "TOTAL TRANCHE A TERM LOAN COMMITMENT" shall mean, at any
time, the sum of the Tranche A Term Loan Commitments of each of the Lenders.

                  "TOTAL TRANCHE B TERM LOAN COMMITMENT" shall mean, at any
time, the sum of the Tranche B Term Loan Commitments of each of the Lenders.

                  "TOTAL UNUTILIZED REVOLVING LOAN COMMITMENT" shall mean, at
any time, an amount equal to the remainder of (x) the then Total Revolving
Loan Commitment, less (y) the sum of the aggregate principal amount of
Revolving Loans and Swingline Loans then outstanding plus the then aggregate
amount of Letter of Credit Outstandings.

                  "TPI" shall mean Pactiv Corporation (formerly known as
Tenneco Packaging, Inc.).

                  "TRADE LETTER OF CREDIT" shall have the meaning provided in
Section 2.01(a).


                                       -115-

<PAGE>


                  "TRANCHE" shall mean the respective facility and
commitments utilized in making Loans hereunder, with there being five
separate Tranches, I.E., Tranche A Term Loans, Tranche B Term Loans,
Revolving Loans and Swingline Loans.

                  "TRANCHE A SCHEDULED REPAYMENT" shall have the meaning
provided in Section 4.02(b).

                  "TRANCHE A SCHEDULED REPAYMENT DATE" shall have the meaning
provided in Section 4.02(b).

                  "TRANCHE A TERM LOAN" shall have the meaning provided in
Section 1.01(a).

                  "TRANCHE A TERM LOAN COMMITMENT" shall mean, for each
Lender, the amount set forth opposite such Lender's name in Schedule I hereto
directly below the column entitled "Tranche A Term Loan Commitment", as same
may be (x) reduced from time to time pursuant to Sections 3.03, 4.02 and/or
10 or (y) adjusted from time to time as a result of assignments to or from
such Lender pursuant to Section 1.13 or 13.04.

                  "TRANCHE A TERM LOAN MATURITY DATE" shall mean June 29,
2006.

                  "TRANCHE A TERM NOTE" shall have the meaning provided in
Section 1.05(a).

                  "TRANCHE B SCHEDULED REPAYMENT" shall have the meaning
provided in Section 4.02(c).

                  "TRANCHE B SCHEDULED REPAYMENT DATE" shall have the meaning
provided in Section 4.02(c).

                  "TRANCHE B TERM LENDER" shall have the meaning provided in
Section 4.02(o).

                  "TRANCHE B TERM LOAN" shall have the meaning provided in
Section 1.01(b).

                  "TRANCHE B TERM LOAN COMMITMENT" shall mean, for each
Lender, the amount set forth opposite such Lender's name in Schedule I hereto
directly below the column entitled "Tranche B Term Loan Commitment", as same
may be (x) reduced from time to time pursuant to Sections 3.03, 4.02 and/or
10 or (y) adjusted from time to time as a result of assignments to or from
such Lender pursuant to Section 1.13 or 13.04(b).

                  "TRANCHE B TERM LOAN MATURITY DATE" shall mean June 29,
2007.

                  "TRANCHE B TERM NOTE" shall have the meaning provided in
Section 1.05(a).

                  "TYPE" shall mean the type of Loan determined with regard
to the interest option applicable thereto, I.E., whether a Base Rate Loan or
a Eurodollar Loan.

                  "UCC" shall mean the Uniform Commercial Code as from time
to time in effect in the relevant jurisdiction.


                                       -116-

<PAGE>


                  "UNFUNDED CURRENT LIABILITY" of any Plan which is not a
Multiemployer Plan shall mean the amount, if any, by which the value of the
accumulated plan benefits under the Plan determined as of the latest
actuarial report for the most recent plan year exceeds the market value of
all plan assets allocable to such liabilities (excluding any accrued but
unpaid contributions).

                  "UNITED STATES" and "U.S." shall each mean the United
States of America.

                  "UNPAID DRAWING" shall have the meaning provided for in
Section 2.04(a).

                  "UNUTILIZED REVOLVING LOAN COMMITMENT" with respect to any
Lender, at any time, shall mean such Lender's Revolving Loan Commitment at
such time LESS the sum of (i) the aggregate outstanding principal amount of
Revolving Loans made by such Lender and (ii) such Lender's Adjusted
Percentage of the Letter of Credit Outstandings in respect of Letters of
Credit issued under this Agreement.

                  "VOTING STOCK" shall mean, as to any Person, any class or
classes of capital stock of such Person pursuant to which the holders thereof
are entitled to vote in the election of the Board of Directors of such Person.

                  "WAIVABLE MANDATORY REPAYMENT" shall have the meaning
provided in Section 4.02(m).

                  "WAIVABLE REPAYMENT" shall mean a Waivable Mandatory
Repayment and a Waivable Voluntary Repayment.

                  "WAIVABLE VOLUNTARY REPAYMENT" shall have the meaning
provided in Section 4.02(m).

                  "WHOLLY-OWNED SUBSIDIARY" shall mean, as to any Person, (i)
any corporation 100% of whose capital stock (other than director's qualifying
shares) is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, association, joint
venture or other entity in which such Person and/or one or more Wholly-Owned
Subsidiaries of such Person has a 100% equity interest at such time.

                  "WOODLAND MORTGAGES" shall mean and include each Mortgage
in respect of a Woodland Property.

                  "WOODLAND PROPERTIES" shall mean and include each Mortgaged
Property designated as a "Woodland Property" on Schedule III hereto.

                  SECTION 12.  THE AGENTS.

                  12.01 APPOINTMENT. Each Lender hereby irrevocably
designates and appoints Morgan Guaranty as Administrative Agent (for purposes
of this Section 12, the term "ADMINISTRATIVE AGENT" shall mean and include
Morgan Guaranty (and/or any of its affiliates) in its capacity as
Administrative Agent hereunder and Collateral Agent pursuant to the Security
Documents) and DBSI as Syndication Agent to act as specified herein and in
the other Credit Documents. Each Lender hereby irrevocably authorizes, and
each holder of any Note by the acceptance of such Note


                                       -117-

<PAGE>


shall be deemed irrevocably to authorize, the Administrative Agent and the
Syndication Agent to take such action on its behalf under the provisions of
this Agreement, the other Credit Documents and any other instruments and
agreements referred to herein or therein and to exercise such powers and to
perform such duties hereunder and thereunder as are specifically delegated to
or required of the Administrative Agent and the Syndication Agent by the
terms hereof and thereof and such other powers as are reasonably incidental
thereto. Each of the Administrative Agent and the Syndication Agent may
perform any of its duties hereunder by or through its respective officers,
directors, agents, employees or affiliates.

                  12.02 NATURE OF DUTIES. Each of the Administrative Agent
and the Syndication Agent agrees to act in its capacity as such upon the
express conditions contained in this Section 12. Notwithstanding any
provision to the contrary elsewhere in this Agreement or in any other Credit
Document, the Administrative Agent and the Syndication Agent shall have no
duties or responsibilities except those expressly set forth in this Agreement
and the Security Documents and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent or the
Syndication Agent. The duties of the Administrative Agent and the Syndication
Agent shall be mechanical and administrative in nature; the Administrative
Agent and the Syndication Agent shall not have by reason of this Agreement or
any other Credit Document a fiduciary relationship in respect of any Lender
or the holder of any Note; and nothing in this Agreement or any other Credit
Document, express or implied, is intended to or shall be so construed as to
impose upon the Administrative Agent any obligations in respect of this
Agreement or any other Credit Document except as expressly set forth herein
or therein. The provisions of this Section 12 are solely for the benefit of
the Administrative Agent, the Syndication Agent, the Co-Lead Arrangers and
the Lenders, and neither the Borrower nor any of its Subsidiaries shall have
any rights as a third party beneficiary of any of the provisions hereof. In
performing its functions and duties under this Agreement, each of the
Administrative Agent and the Syndication Agent shall act solely as agent of
the Lenders and does not assume and shall not be deemed to have assumed any
obligation or relationship of agency or trust with or for the Borrower or any
of its Subsidiaries.

                  12.03 LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT AND THE
SYNDICATION AGENT. Each Lender expressly acknowledges that none of the
Administrative Agent, the Syndication Agent or any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent or the Syndication Agent hereinafter taken, including
any review of the affairs of the Borrower or any of its Subsidiaries, shall
be deemed to constitute any representation or warranty by the Administrative
Agent or the Syndication Agent to any Lender. Independently and without
reliance upon the Administrative Agent, the Syndication Agent or any other
Lender, each Lender and the holder of each Note, to the extent it deems
appropriate and based on such documents and information as it deems
appropriate, has made and shall continue to make (i) its own independent
investigation of the business, assets, operations, property, prospects,
financial and other conditions and affairs of the Borrower and its
Subsidiaries in connection with the making and the continuance of the Loans
and the taking or not taking of any action in connection herewith and (ii)
its own credit analysis and appraisal of the creditworthiness of the Borrower
and its Subsidiaries and, except as expressly provided in this Agreement,
neither the Administrative Agent nor the Syndication Agent shall have any
duty or responsibility, either initially or on a continuing basis, to provide
any Lender or the holder of any Note with any credit or other information
with respect thereto, whether coming into


                                       -118-

<PAGE>


the possession of the Administrative Agent, the Syndication Agent or any of
their respective officers, directors, employees, agents, attorneys-in-fact or
affiliates before the making of the Loans or at any time or times thereafter.
The Administrative Agent and the Syndication Agent shall not be responsible
to any Lender or the holder of any Note for any recitals, statements,
information, representations or warranties herein or in any document,
certificate or other writing delivered in connection herewith or for the
execution, effectiveness, genuineness, validity, enforceability, perfection,
collectability, priority or sufficiency of this Agreement or any other Credit
Document or the financial condition of the Borrower and its Subsidiaries or
be required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of this Agreement or
any other Credit Document, or the financial condition of the Borrower and its
Subsidiaries or the existence or possible existence of any Default or Event
of Default.

                  12.04 CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT AND THE
SYNDICATION AGENT. If the Administrative Agent or the Syndication Agent shall
request instructions from the Required Lenders with respect to any act or
action (including failure to act) in connection with this Agreement or any
other Credit Document, the Administrative Agent or the Syndication Agent, as
the case may be, shall be entitled to refrain from such act or taking such
action unless and until the Administrative Agent or the Syndication Agent, as
the case may be, shall have received instructions from the Required Lenders
as it deems appropriate or it shall have been indemnified to its satisfaction
by the Lenders against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action; and
the Administrative Agent or the Syndication Agent, as the case may be, shall
not incur liability to any Person by reason of so refraining. Without
limiting the foregoing, no Lender or the holder of any Note shall have any
right of action whatsoever against the Administrative Agent or the
Syndication Agent as a result of the Administrative Agent or the Syndication
Agent, as the case may be, acting or refraining from acting hereunder or
under any other Credit Document in accordance with the instructions of the
Required Lenders and such instructions or any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders.

                  12.05 RELIANCE. The Administrative Agent and the
Syndication Agent shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, statement, certificate,
telex, teletype or telecopier message, cablegram, radiogram, order or other
document, conversation or telephone message signed, sent or made by any
Person that the Administrative Agent or the Syndication Agent, as the case
may be, believed to be the proper Person or persons, and upon advice or
statement of legal counsel (including, without limitations counsel to the
Borrower or any of its Subsidiaries), independent accountants and other
experts selected by the Administrative Agent or the Syndication Agent, as the
case may be.

                  12.06 INDEMNIFICATION. The Lenders agree to indemnify each
of the Administrative Agent and the Syndication Agent in their respective
capacities as such ratably according to their respective "percentages" as
used in determining the Required Lenders at such time or, if the Commitments
have terminated and all Loans have been repaid in full, as determined
immediately prior to such termination and repayment (with such "percentages"
to be determined as if there are no Defaulting Lenders), from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever
which may at any time (including, without limitation, at any time following
the payment of the Obligations) be imposed on, incurred by or asserted
against the Administrative Agent or the Syndication Agent in their respective
capacities as such in any way relating to or arising out of this Agreement or
any


                                       -119-

<PAGE>


other Credit Document, or any documents contemplated by or referred to herein
or the transactions contemplated hereby or any action taken or omitted to be
taken by the Administrative Agent or the Syndication Agent under or in
connection with any of the foregoing, but only to the extent that any of the
foregoing is not paid by the Borrower or any of its Subsidiaries; PROVIDED
that no Lender shall be liable to the Administrative Agent or the Syndication
Agent for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting primarily from the gross negligence or willful
misconduct of the Administrative Agent or the Syndication Agent, as the case
may be. If any indemnity furnished to the Administrative Agent or the
Syndication Agent for any purpose shall, in the opinion of the Administrative
Agent or the Syndication Agent be insufficient or become impaired, the
Administrative Agent or the Syndication Agent, as the case may be, may call
for additional indemnity and cease, or not commence, to do the acts
indemnified against until such additional indemnity is furnished. The
agreements in this Section 12.06 shall survive the payment of all Obligations.

                  12.07 AGENTS IN THEIR INDIVIDUAL CAPACITY. With respect to
its obligation to make Loans, the Loans made by it and all Obligations owed
to it under this Agreement, each of the Administrative Agent and the
Syndication Agent shall have the rights and powers specified herein for a
"Lender" and may exercise the same rights and powers as though it were not
performing the duties specified herein; and the term "Lenders," "Required
Lenders," "Majority Lenders," "holders of Notes" or any similar terms shall,
unless the context clearly otherwise indicates, include the Administrative
Agent and the Syndication Agent in their individual capacities. Each of the
Administrative Agent and the Syndication Agent may accept deposits from, lend
money to, and generally engage in any kind of banking, trust or other
business with any Credit Party or any Affiliate of any Credit Party as if it
were not performing the duties specified herein, and may accept fees and
other consideration from the Borrower or any other Credit Party for services
in connection with this Agreement and otherwise without having to account for
the same to the Lenders.

                  12.08 HOLDERS. The Administrative Agent may deem and treat
the payee of any Note as the owner thereof for all purposes hereof unless and
until a written notice of the assignment, transfer or endorsement thereof, as
the case may be, shall have been filed with the Administrative Agent. Any
request, authority or consent of any Person who, at the time of making such
request or giving such authority or consent, is the holder of any Note shall
be conclusive and binding on any subsequent holder, transferee, assignee or
endorsee, as the case may be, of such Note or of any Note or Notes issued in
exchange therefor.

                  12.09 RESIGNATION BY THE AGENTS. (a) The Administrative
Agent may resign from the performance of all its functions and duties
hereunder and/or under the other Credit Documents at any time by giving 15
Business Days' prior written notice to the Borrower and the Lenders. Such
resignation shall take effect upon the appointment of a successor
Administrative Agent pursuant to clauses (b) and (c) below or as otherwise
provided below.

                  (b) Upon any such notice of resignation by the
Administrative Agent, the Lenders shall appoint a successor Administrative
Agent hereunder or thereunder who shall be a commercial bank or trust company
reasonably acceptable to the Borrower.


                                       -120-

<PAGE>


                  (c) If a successor Administrative Agent shall not have been
so appointed within such 15 Business Day period, the Administrative Agent,
with the consent of the Borrower (which shall not be unreasonably withheld or
delayed), shall then appoint a commercial bank or trust company with capital
and surplus of not less than $500,000,000 as successor Administrative Agent
who shall serve as Administrative Agent hereunder or thereunder until such
time, if any, as the Lenders appoint a successor Administrative Agent as
provided above.

                  (d) If no successor Administrative Agent has been appointed
pursuant to clause (b) or (c) above by the 25th Business Day after the date
such notice of resignation was given by the Administrative Agent, the
Administrative Agent's resignation shall become effective and the Required
Lenders shall thereafter perform all the duties of the Administrative Agent
hereunder and/or under any other Credit Document until such time, if any, as
the Required Lenders appoint a successor Administrative Agent as provided
above.

                  (e) The Syndication Agent may resign from the performance
of all its functions and duties hereunder and/or under the other Credit
Documents at any time by giving five Business Days' prior written notice to
the Lenders. Such resignation shall take effect at the end of such five
Business Day period. Upon the effectiveness of the resignation of the
Syndication Agent, the Administrative Agent shall assume all of the functions
and duties of the Syndication Agent hereunder and/or under the other Credit
Documents.

                  12.10 DELEGATION OF DUTIES. Each of the Administrative
Agent and the Syndication Agent may execute any of its duties under this
Agreement or any other Credit Document by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. None of the Administrative Agent or the
Syndication Agent shall be responsible for the negligence or misconduct of
any agents or attorneys-in-fact selected by it with reasonable care.

                  12.11 EXCULPATORY PROVISIONS. None of the Administrative
Agent, the Syndication Agent or any of their respective officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (i) liable for
any action taken or omitted to be taken by it or such Person in its capacity
as Administrative Agent or Syndication Agent, as the case may be, under or in
connection with this Agreement or the other Credit Documents (except for its
or such Person's own gross negligence or willful misconduct) or (ii)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Borrower, any of its Subsidiaries
or any of its officers contained in this Agreement or the other Credit
Documents, any other Document or in any certificate, report, statement or
other document referred to or provided for in, or received by the
Administrative Agent or the Syndication Agent under or in connection with,
this Agreement or any other Document or for any failure of the Borrower or
any of its Subsidiaries or any of their respective officers to perform its
obligations hereunder or thereunder. None of the Administrative Agent or the
Syndication Agent shall be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or the other Documents, or to
inspect the properties, books or records of the Borrower or any of its
Subsidiaries. None of the Administrative Agent or the Syndication Agent shall
be responsible to any Lender for the effectiveness, genuineness, validity,
enforceability, collectability or sufficiency of this Agreement or any other
Document or for any representations, warranties, recitals or statements made
herein or therein or made in any written or oral statement or in any


                                       -121-

<PAGE>

financial or other statements, instruments, reports, certificates or any
other documents in connection herewith or therewith furnished or made by the
Administrative Agent or the Syndication Agent, as the case may be, to the
Lenders or by or on behalf of the Borrower or any of its Subsidiaries to the
Administrative Agent or the Syndication Agent, as the case may be, or any
Lender or be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or
agreements contained herein or therein or as to the use of the proceeds of
the Loans or of the existence or possible existence of any Default or Event
of Default.

                  12.12 NOTICE OF DEFAULT. None of the Administrative Agent
or the Syndication Agent shall be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default unless the Administrative Agent
or the Syndication Agent, as the case may be, has actually received notice
from a Lender or the Borrower referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "notice of
default." In the event that the Administrative Agent or the Syndication Agent
receives such a notice, the Administrative Agent or the Syndication Agent, as
the case may be, shall give prompt notice thereof to the Lenders. The
Administrative Agent or the Syndication Agent, as the case may be, shall take
such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders; PROVIDED that, unless and until
the Administrative Agent or the Syndication Agent, as the case may be, shall
have received such directions, the Administrative Agent or the Syndication
Agent, as the case may be, may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of the
Lenders.

                  12.13 SPECIAL PROVISIONS REGARDING THE CO-LEAD ARRANGERS
AND DOCUMENTATION AGENT. No Co-Lead Arranger or Documentation Agent shall
have any obligations, responsibilities or duties under this Agreement or any
other Credit Document in its capacity as such.

                  SECTION 13. MISCELLANEOUS.

                  13.01 PAYMENT OF EXPENSES, ETC. The Borrower shall: (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Agents and the Co-Lead
Arrangers (including, without limitation, the reasonable fees and
disbursements of White & Case LLP and local counsel) in connection with the
preparation, execution and delivery of this Agreement and the other Credit
Documents and the documents and instruments referred to herein and therein
and any amendment, waiver or consent relating hereto or thereto, of each
Co-Lead Arranger in connection with its syndication efforts with respect to
this Agreement and of each Agent, each Issuing Lender and each of the Lenders
in connection with the enforcement of this Agreement and the other Credit
Documents and the documents and instruments referred to herein and therein
(including, without limitation, the reasonable fees and disbursements of
counsel (including in-house counsel) for each Agent and for each of the
Lenders); (ii) pay and hold each of the Lenders harmless from and against any
and all present and future stamp, excise and other similar taxes with respect
to the foregoing matters and save each of the Lenders harmless from and
against any and all liabilities with respect to or resulting from any delay
or omission (other than to the extent attributable to such Lender) to pay
such taxes; and (iii) indemnify each Agent, each Co-Lead Arranger, the
Collateral Agent, each Issuing Lender and each Lender, and each of their
respective officers, directors, trustees, employees, representatives and
agents from and hold each of them harmless against any and all liabilities,
obligations (including removal or remedial actions),

                                  -122-

<PAGE>

losses, damages, penalties, claims, actions, judgments, suits, costs,
expenses and disbursements (including reasonable attorneys' and consultants'
fees and disbursements) incurred by, imposed on or assessed against any of
them as a result of, or arising out of, or in any way related to, or by
reason of, (a) any investigation, litigation or other proceeding (whether or
not any Agent, any Co-Lead Arranger, any Issuing Lender, the Collateral Agent
or any Lender is a party thereto and whether or not any such investigation,
litigation or other proceeding is between or among any Agent, any Co-Lead
Arranger, the Collateral Agent, any Issuing Lender, any Lender, any Credit
Party or any third Person or otherwise) related to the entering into and/or
performance of this Agreement or any other Credit Document or the use of any
Letter of Credit or the proceeds of any Loans hereunder or the consummation
of any transactions contemplated herein (including, without limitation, the
Transaction), or in any other Credit Document or the exercise of any of their
rights or remedies provided herein or in the other Credit Documents, or (b)
the actual or alleged presence of Hazardous Materials in the air, surface
water or groundwater or on the surface or subsurface of any Real Property at
any time owned or operated by the Borrower or any of its Subsidiaries, the
generation, storage, transportation, handling or disposal of Hazardous
Materials at any location, whether or not owned or operated by the Borrower
or any of its Subsidiaries, the non-compliance of any Real Property at any
time owned or operated by the Borrower or any of its Subsidiaries with
foreign, federal, state and local laws, regulations, and ordinances
(including applicable permits thereunder) applicable to any such Real
Property, or any Environmental Claim asserted against the Borrower, any of
its Subsidiaries or such Real Property, including, in each case, without
limitation, the reasonable fees and disbursements of counsel and other
consultants incurred in connection with any such investigation, litigation or
other proceeding (but excluding any losses, liabilities, claims, damages or
expenses to the extent incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified). To the extent that the
undertaking to indemnify, pay or hold harmless each Agent or any Lender set
forth in the preceding sentence may be unenforceable because it is violative
of any law or public policy, the Borrower shall make the maximum contribution
to the payment and satisfaction of each of the indemnified liabilities which
is permissible under applicable law.

                  13.02 RIGHT OF SETOFF. (a) In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence of an Event of Default,
each Agent, each Issuing Lender and each Lender is hereby authorized at any
time or from time to time, without presentment, demand, protest or other
notice of any kind to any Credit Party or to any other Person, any such
notice being hereby expressly waived, to set off and to appropriate and apply
any and all deposits (general or special) and any other Indebtedness at any
time held or owing by such Agent, such Issuing Lender or such Lender
(including, without limitation, by branches and agencies of such Lender
wherever located) to or for the credit or the account of any Credit Party but
in any event excluding assets held in trust for any such Person against and
on account of the Obligations and liabilities of such Credit Party to such
Agent, such Issuing Lender or such Lender under this Agreement or under any
of the other Credit Documents, including, without limitation, all interests
in Obligations purchased by such Lender pursuant to Section 13.06(b), and all
other claims of any nature or description arising out of or connected with
this Agreement or any other Credit Document, irrespective of whether or not
such Agent, such Issuing Lender or such Lender shall have made any demand
hereunder and although said Obligations, liabilities or claims, or any of
them, shall be contingent or unmatured.

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                  (b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY
TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY
LOCATED IN CALIFORNIA, NEITHER ANY LENDER NOR THE ADMINISTRATIVE AGENT SHALL
EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR
ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF
THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE
REQUIRED LENDERS OR, TO THE EXTENT REQUIRED BY SECTION 13.12 OF THIS
AGREEMENT, ALL OF THE LENDERS, OR APPROVED IN WRITING BY THE ADMINISTRATIVE
AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO
CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE
CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL
CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY,
OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO
THE SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER
OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR THE
ADMINISTRATIVE AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE
REQUISITE LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS
SUBSECTION (b) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE
ADMINISTRATIVE AGENT HEREUNDER.

                  13.03 NOTICES. Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be
in writing (including telexed, telegraphic, telex, telecopier or cable
communication) and mailed, telexed, telecopied, cabled or delivered: if to
the Borrower, at the address specified opposite its signature below; if to
any Lender, at its address specified opposite its name on Schedule II below;
if to the Syndication Agent, at the address specified opposite its signature
below; if to the Administrative Agent, at its Notice Office; and if to any
Co-Lead Arranger, at the address specified opposite its signature below; or,
as to the Borrower, at such other address as shall be designated by the
Borrower in a written notice to the other parties hereto and, as to each
Lender, at such other address as shall be designated by such Lender in a
written notice to the Borrower and the Administrative Agent. All such notices
and communications shall, when mailed, telexed, telecopied or sent by
overnight courier, be effective when deposited in the mails or delivered to
the overnight courier, prepaid and properly addressed for delivery on such or
the next Business Day, or sent by telex or telecopier, except that notices
and communications to the Administrative Agent shall not be effective until
received by the Administrative Agent.

                  13.04 BENEFIT OF AGREEMENT. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; PROVIDED, HOWEVER, that (i) no
Credit Party may assign or transfer any of its rights, obligations or
interest hereunder or under any other Credit Document without the prior
written consent of the Lenders, (ii) although any Lender may transfer, assign
or grant participations in its rights hereunder, such Lender shall remain a
"Lender" for all purposes hereunder (and may not transfer or assign all or
any portion of its Commitments hereunder except as provided in Section
13.04(b)) and the transferee, assignee or participant, as the case may be,
shall not constitute a "Lender" hereunder and (iii) no Lender shall transfer
or grant any participation under which the participant shall have rights to
approve any amendment to or waiver of this Agreement or any other Credit
Document except to

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the extent such amendment or waiver would (x) extend the final scheduled
maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit
is not extended beyond the Revolving Loan Maturity Date) in which such
participant is participating, or reduce the rate or extend the time of
payment of interest or Fees thereon (except (I) in connection with a waiver
of applicability of any post-default increase in interest rates and (II) that
any amendment or modification to the financial definitions in this Agreement
shall not constitute a reduction in the rate of interest for purposes of this
clause (x)) or reduce the principal amount thereof, or increase the amount of
the participant's participation over the amount thereof then in effect (it
being understood that a waiver of any Default or Event of Default or of a
mandatory reduction in the Total Commitments shall not constitute a change in
the terms of such participation, and that an increase in any Commitment or
Loan shall be permitted without the consent of any participant if the
participant's participation is not increased as a result thereof), (y)
consent to the assignment or transfer by the Borrower of any of its rights
and obligations under this Agreement or (z) release all or substantially all
of the Collateral under all of the Security Documents (except as expressly
provided in the Credit Documents) securing the Loans hereunder in which such
participant is participating. In the case of any such participation, the
participant shall not have any rights under this Agreement or any of the
other Credit Documents (the participant's rights against such Lender in
respect of such participation to be those set forth in the agreement executed
by such Lender in favor of the participant relating thereto) and all amounts
payable by the Borrower hereunder shall be determined as if such Lender had
not sold such participation.

                  (b) Notwithstanding the foregoing, any Lender (or any
Lender together with one or more other Lenders) may (x) assign all or a
portion of its Revolving Loan Commitment (and related outstanding Obligations
hereunder) and/or its outstanding Term Loans (or, if prior to the Initial
Borrowing Date, Term Loan Commitment) to its (i) parent company and/or any
affiliate of such Lender which is at least 50% owned by such Lender or its
parent company or (ii) in the case of any Lender that is a fund that invests
in bank loans, any other fund that invests in bank loans and is managed or
advised by the same investment advisor of such Lender or by an Affiliate of
such investment advisor or (iii) to one or more Lenders or (y) assign all, or
if less than all, a portion equal to at least $2,000,000 in the aggregate for
the assigning Lender or assigning Lenders, of such Revolving Loan Commitments
and outstanding principal amount of Term Loans (or, if prior to the
Restatement Effective Date, Term Loan Commitment) hereunder to one or more
Eligible Transferees (treating any fund that invests in bank loans and any
other fund that invests in bank loans and is managed or advised by the same
investment advisor of such fund or by an Affiliate of such investment advisor
as a single Eligible Transferee), each of which assignees shall become a
party to this Agreement as a Lender by execution of an Assignment and
Assumption Agreement, PROVIDED that (i) at such time Schedule I shall be
deemed modified to reflect the Commitments (and/or outstanding Term Loans, as
the case may be) of such new Lender and of the existing Lenders, (ii) new
Notes will be issued, at the Borrower's expense, to such new Lender and to
the assigning Lender upon the request of such new Lender or assigning Lender,
such new Notes to be in conformity with the requirements of Section 1.05
(with appropriate modifications) to the extent needed to reflect the revised
Commitments (and/or outstanding Term Loans, as the case may be), (iii) the
consent of the Administrative Agent and each Issuing Lender shall be required
in connection with any assignment of all or any portion of Revolving Loan
Commitments (which consents shall not be unreasonably withheld or delayed),
(iv) in the case of assignments pursuant to clause (y) above, the consent of
the Administrative Agent (and, unless any Default or Event of Default is then
in existence, the consent of the Borrower) shall be required (which consents
shall not be

                                    -125-

<PAGE>

unreasonably withheld or delayed) and (v) the Administrative Agent shall
receive at the time of each such assignment, from the assigning or assignee
Lender, the payment of a non-refundable assignment fee of $3,500. To the
extent of any assignment pursuant to this Section 13.04(b), the assigning
Lender shall be relieved of its obligations hereunder with respect to its
assigned Commitments (it being understood that the indemnification provisions
under this Agreement (including, without limitation, Sections 1.10, 1.11,
2.05, 4.04, 13.01 and 13.06) shall survive as to such assigning Lender). At
the time of each assignment pursuant to this Section 13.04(b) to a Person
which is not already a Lender hereunder and which is not a United States
person (as such term is defined in Section 7701(a)(30) of the Code) for
Federal income tax purposes, the respective assignee Lender shall provide to
the Borrower and the Administrative Agent the appropriate Internal Revenue
Service Forms (and, if applicable, a Section 4.04(b)(ii) Certificate)
described in Section 4.04(b). To the extent that an assignment of all or any
portion of a Lender's Commitments and related outstanding Obligations
pursuant to Section 1.13 or this Section 13.04(b) would, at the time of such
assignment, result in increased costs under Section 1.10, 1.11, 2.05 or 4.04
from those being charged by the respective assigning Lender prior to such
assignment, then the Borrower shall not be obligated to pay such increased
costs (although the Borrower shall be obligated to pay any other increased
costs of the type described above resulting from changes after the date of
the respective assignment, subject to Section 4.04(b)).

                  (c) Nothing in this Agreement shall prevent or prohibit any
Lender from pledging its Loans and Notes hereunder to a Federal Reserve Bank
in support of borrowings made by such Lender from such Federal Reserve Bank
and, with the consent of the Administrative Agent (which consent shall not be
unreasonably withheld or delayed), any Lender which is a fund may pledge all
or any portion of its Notes or Loans to any trustee, other representative of
holders of notes issued by such fund, or holder of obligations owed by such
fund, in support of its obligation to such trustee, representative or holder.
No pledge pursuant to this clause (c) shall release the transferor Lender
from any of its obligations hereunder.

                  13.05 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay
on the part of any Agent or any Lender or any holder of any Note in
exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between any other Credit Party and any
Agent or any Lender or the holder of any Note shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege hereunder or thereunder. The rights, powers and remedies herein or
in any other Credit Document expressly provided are cumulative and not
exclusive of any rights, powers or remedies which any Agent or any Lender or
the holder of any Note would otherwise have. No notice to or demand on any
Credit Party in any case shall entitle any Credit Party to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of any Agent or any Lender or the holder of any Note to
any other or further action in any circumstances without notice or demand.

                  13.06 PAYMENTS PRO RATA. (a) Except as otherwise provided
in this Agreement, the Administrative Agent agrees that promptly after its
receipt of each payment from or on behalf of the Borrower in respect of any
Obligations hereunder, it shall distribute such payment to the Lenders (other
than any Lender that has consented in writing to waive its PRO RATA share of
any such payment)

                                   -126-

<PAGE>

PRO RATA based upon their respective shares, if any, of the Obligations with
respect to which such payment was received.

                  (b) Each of the Lenders agrees that, if it should receive
any amount hereunder (whether by voluntary payment, by realization upon
security, by the exercise of the right of setoff or banker's lien, by
counterclaim or cross action, by the enforcement of any right under the
Credit Documents, or otherwise), which is applicable to the payment of the
principal of, or interest on, the Loans, Unpaid Drawings, Commitment
Commission or Letter of Credit Fees, of a sum which with respect to the
related sum or sums received by other Lenders is in a greater proportion than
the total of such Obligation then owed and due to such Lender bears to the
total of such Obligation then owed and due to all of the Lenders immediately
prior to such receipt, then such Lender receiving such excess payment shall
purchase for cash without recourse or warranty from the other Lenders an
interest in the Obligations of the respective Credit Party to such Lenders in
such amount as shall result in a proportional participation by all the
Lenders in such amount; PROVIDED that if all or any portion of such excess
amount is thereafter recovered from such Lender, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

                  (c) Notwithstanding anything to the contrary contained
herein, the provisions of the preceding Sections 13.06(a) and (b) shall be
subject to the express provisions of this Agreement which require, or permit,
differing payments to be made to Non-Defaulting Lenders as opposed to
Defaulting Lenders.

                  13.07 CALCULATIONS; COMPUTATIONS. (a) The financial
statements to be furnished to the Lenders pursuant hereto shall be made and
prepared in accordance with generally accepted accounting principles in the
United States consistently applied throughout the periods involved (except as
set forth in the notes thereto or as otherwise disclosed in writing by the
Borrower to the Lenders); PROVIDED that (i) except as otherwise specifically
provided herein, all computations of the Available J.V. Basket Amount, Excess
Cash Flow, the Leverage Ratio and the Applicable Margins and all computations
determining compliance with Sections 9.08 through 9.11, inclusive, shall
utilize accounting principles and policies in conformity with those used to
prepare the historical financial statements of the Borrower for the fiscal
year ended December 31, 1999 delivered to the Lenders pursuant to Section
7.05(c) (with the foregoing generally accepted accounting principles, subject
to the preceding proviso, herein called "GAAP"), (ii) to the extent expressly
required pursuant to the provisions of this Agreement, certain calculations
shall be made on a PRO FORMA Basis and (iii) for all purposes of this
Agreement, all Attributed Receivables Facility Indebtedness shall be treated
as Indebtedness of the Borrower and its Subsidiaries hereunder, regardless of
any differing treatment pursuant to generally accepted accounting principles.

                  (b) All computations of interest on Eurodollar Loans,
Commitment Commission and Fees hereunder shall be made on the basis of a year
of 360 days for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest,
Commitment Commission or Fees are payable. All computations of interest on
Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as
the case may be, for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest is
payable.

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<PAGE>

                  13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE;
WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL,
EXCEPT AS OTHERWISE PROVIDED IN CERTAIN OF THE MORTGAGES, BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE
UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS. THE BORROWER HEREBY IRREVOCABLY
DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION SYSTEM, WITH OFFICES ON THE
DATE HEREOF AT 1633 BROADWAY, NEW YORK, NEW YORK 10019 AS ITS DESIGNEE,
APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF,
AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS,
SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR
PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE
TO BE AVAILABLE TO ACT AS SUCH, THE BORROWER AGREES TO DESIGNATE A NEW
DESIGNEE, APPOINTEE AND AGENT IN THE STATE OF NEW YORK ON THE TERMS AND FOR
THE PURPOSES OF THIS PROVISION SATISFACTORY TO THE ADMINISTRATIVE AGENT UNDER
THIS AGREEMENT. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS
SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF
PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN
ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR ANY OTHER CREDIT DOCUMENT
THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT, ANY
LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.

                  (b) THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE
AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING

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<PAGE>

BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

                  (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  13.09 COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument. A set of counterparts executed by all the parties hereto shall be
lodged with the Borrower and the Administrative Agent.

                  13.10 EFFECTIVENESS. (a) This Agreement shall become
effective on the date (the "RESTATEMENT EFFECTIVE DATE") on which (i) each of
the Borrower, each Subsidiary Guarantor, each Lender, and the Required Lender
(determined immediately before the occurrence of the Restatement Effective
Date), each Issuing Lender and the Administrative Agent shall have signed a
counterpart hereof (whether the same or different counterparts) and shall
have delivered the same to the Administrative Agent at its Notice Office or,
in the case of the Lenders, shall have given to the Administrative Agent
telephonic (confirmed in writing), written or telex notice (actually
received) at such office that the same has been signed and mailed to it and
(ii) the conditions contained in Sections 5 and 6 are met to the reasonable
satisfaction of the Administrative Agent and the Required Lenders (determined
immediately after the occurrence of the Restatement Effective Date). Unless
the Agents receive actual notice from any Lender that the conditions
described in clause (ii) of the preceding sentence have not been met to its
satisfaction, upon the satisfaction of the condition described in clause (i)
of the immediately preceding sentence and upon the Agents' good faith
determination that the conditions described in clause (ii) of the immediately
preceding sentence have been met, then the Restatement Effective Date shall
have been deemed to have occurred, regardless of any subsequent determination
that one or more of the conditions thereto had not been met. The
Administrative Agent will give the Borrower, the Sole Lead Arranger and each
Lender prompt written notice of the occurrence of the Restatement Effective
Date.

                  (b) On the Restatement Effective Date, and upon the
repayment of all amounts owing to such Existing Lenders as contemplated by
Section 5.06, each Existing Lender which is not a Lender, shall, without any
further action, cease to be party to this Agreement. The Existing Loans and
commitments of each such withdrawing Lender shall be deemed to be repaid
and/or terminated, in each case, pursuant to section 1.13 of the Existing
Credit Agreement.

                  (c) On the Restatement Effective Date, the Existing Loans
of each Lender shall, to the extent of the principal amount thereof, be
converted into Loans under this Agreement to the extent that such Lender has
a commitment to make such Loan hereunder on the Restatement Effective Date.

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<PAGE>

                  13.11 HEADINGS DESCRIPTIVE. The headings of the several
sections and subsections of this Agreement are inserted for convenience only
and shall not in any way affect the meaning or construction of any provision
of this Agreement.

                  13.12 AMENDMENT OR WAIVER; ETC. (a) Neither this Agreement
nor any other Credit Document nor any terms hereof or thereof may be changed,
waived, discharged or terminated unless such change, waiver, discharge or
termination is in writing signed by the respective Credit Parties party
thereto and the Required Lenders, PROVIDED that no such change, waiver,
discharge or termination shall, without the consent of each Lender (other
than a Defaulting Lender) (with Obligations being directly affected in the
case of following clause (i)), (i) extend the final scheduled maturity of any
Loan or Note or extend the stated maturity of any Letter of Credit beyond the
Revolving Loan Maturity Date, or reduce the rate or extend the time of
payment of interest or Fees thereon (except (x) in connection with the waiver
of applicability of any post-default increase in interest rates and (y) that
any amendment or modification to the financial definitions in this Agreement
shall not constitute a reduction in the rate of interest for purposes of this
clause (i)), or reduce the principal amount thereof (except to the extent
repaid in cash), (ii) release all or substantially all of the Collateral
(except as expressly provided in the Credit Documents) under all the Security
Documents, (iii) amend, modify or waive any provision of this Section 13.12,
(iv) reduce the percentage specified in the definition of Required Lenders
(it being understood that, with the consent of the Required Lenders,
additional extensions of credit pursuant to this Agreement may be included in
the determination of the Required Lenders on substantially the same basis as
the extensions of Term Loans and Revolving Loan Commitments are included on
the Restatement Effective Date) or (v) consent to the assignment or transfer
by the Borrower of any of its rights and obligations under this Agreement or
any other Credit Document; PROVIDED FURTHER, that no such change, waiver,
discharge or termination shall (t) increase the Commitments of any Lender
over the amount thereof then in effect without the consent of such Lender (it
being understood that waivers or modifications of conditions precedent,
covenants, Defaults or Events of Default or of a mandatory reduction in the
Total Commitments shall not constitute an increase of the Commitment of any
Lender, and that an increase in the available portion of any Commitment of
any Lender shall not constitute an increase in the Commitment of such
Lender), (u) without the consent of the Swingline Lender, alter its rights or
obligations with respect to Swingline Loans, (v) without the consent of the
respective Issuing Lender, amend, modify or waive any provision of Section 2
or alter its rights or obligations with respect to Letters of Credit, (w)
without the consent of the Administrative Agent or the Syndication Agent,
amend, modify or waive any provision of Section 12 as same applies to the
Administrative Agent or the Syndication Agent, as the case may be, or any
other provision as same relates to the rights or obligations of the
Administrative Agent or the Syndication Agent, as the case may be, (x)
without the consent of the Collateral Agent, amend, modify or waive any
provision relating to the rights or obligations of the Collateral Agent, (y)
without the consent of the Majority Lenders of each Tranche which is being
allocated a lesser prepayment, repayment or commitment reduction as a result
of the actions described below (or without the consent of the Majority
Lenders of each Tranche in the case of an amendment to the definition of
Majority Lenders), amend the definition of Majority Lenders (it being
understood that, with the consent of the Required Lenders, additional
extensions of credit pursuant to this Agreement may be included in the
determination of the Majority Lenders on substantially the same basis as the
extensions of Term Loans and Revolving Loan Commitments are included on the
Restatement Effective Date) or alter the required application of any
prepayments or repayments (or commitment reductions), as between the various
Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b), (c)
and (d)) (although (x) the Required

                                   -130-

<PAGE>

Lenders may waive, in whole or in part, any such prepayment, repayment or
commitment reduction, so long as the application, as amongst the various
Tranches, of any such prepayment, repayment or commitment reduction which is
still required to be made is not altered and (y) if additional Tranches of
Term Loans are extended after the Initial Borrowing Date with the consent of
the Required Lenders as required above, such Tranches may be included on a
pro rata basis (as is originally done with the Tranche A Term Loans and
Tranche B Term Loans) in the various prepayments or repayments required
pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b), (c), (d) and
any section providing Scheduled Repayments for any new Tranche of Term Loans)
or (z) without the consent of the Majority Lenders of the respective Tranche,
reduce the amount of, or extend the date of, any Scheduled Repayment
applicable to such Tranche or, without the consent of the Majority Lenders of
each Tranche, amend the definition of Majority Lenders (it being understood
that, with the consent of the Required Lenders, additional extensions of
credit pursuant to this Agreement may be included in the determination of the
Majority Lenders on substantially the same basis as the extensions of Term
Loans and Revolving Loan Commitments are included on the Restatement
Effective Date).

                  (b) If, in connection with any proposed change, waiver,
discharge or termination to any of the provisions of this Agreement as
contemplated by clauses (i) through (v), inclusive, of the first proviso to
Section 13.12(a), the consent of the Required Lenders is obtained but the
consent of one or more of such other Lenders whose consent is required is not
obtained, then the Borrower shall have the right, so long as all
non-consenting Lenders whose individual consent is required are treated as
described in either clauses (A) or (B) below, to either (A) replace each such
non-consenting Lender or Lenders (or, at the option of the Borrower if the
respective Lender's consent is required with respect to less than all
Tranches of Loans (or related Commitments), to replace only the respective
Tranche or Tranches of Commitments and/or Loans of the respective
non-consenting Lender which gave rise to the need to obtain such Lender's
individual consent) with one or more Replacement Lenders pursuant to Section
1.13 so long as at the time of such replacement, each such Replacement Lender
consents to the proposed change, waiver, discharge or termination or (B)
terminate such non-consenting Lender's Revolving Loan Commitment (if such
Lender's consent is required as a result of its Revolving Loan Commitment)
and/or repay each Tranche of outstanding Term Loans of such Lender which gave
rise to the need to obtain such Lender's consent, in accordance with Sections
3.02(b) and/or 4.01(iv), PROVIDED that, unless the Commitments are
terminated, and Loans repaid, pursuant to preceding clause (B) are
immediately replaced in full at such time through the addition of new Lenders
or the increase of the Commitments and/or outstanding Loans of existing
Lenders (who in each case must specifically consent thereto), then in the
case of any action pursuant to preceding clause (B) the Required Lenders
(determined both before and after giving effect to the proposed action) shall
specifically consent thereto, PROVIDED FURTHER, that in any event the
Borrower shall not have the right to replace a Lender, terminate its
Revolving Loan Commitment or repay its Loans solely as a result of the
exercise of such Lender's rights (and the withholding of any required consent
by such Lender) pursuant to the second proviso to Section 13.12(a).

                  13.13 SURVIVAL. All indemnities set forth herein including,
without limitation, in Sections 1.10, 1.11, 2.05, 4.04, 12.06, 13.01 and
13.06 shall, subject to Section 13.15 (to the extent applicable), survive the
execution, delivery and termination of this Agreement and the Notes and the
making and repayment of the Loans.

                                   -131-

<PAGE>

                  13.14 DOMICILE OF LOANS. Each Lender may transfer and carry
its Loans at, to or for the account of any office, Subsidiary or Affiliate of
such Lender. Notwithstanding anything to the contrary contained herein, to
the extent that a transfer of Loans pursuant to this Section 13.14 would, at
the time of such transfer, result in increased costs under Section 1.10,
1.11, 2.05 or 4.04 from those being charged by the respective Lender prior to
such transfer, then the Borrower shall not be obligated to pay such increased
costs (although the Borrower shall be obligated to pay any other increased
costs of the type described above resulting from changes after the date of
the respective transfer).

                  13.15 LIMITATION ON ADDITIONAL AMOUNTS, ETC.
Notwithstanding anything to the contrary contained in Sections 1.10, 1.11,
2.05 or 4.04 of this Agreement, unless a Lender gives notice to the Borrower
that it is obligated to pay an amount under any such Section within one year
after the later of (x) the date the Lender incurs the respective increased
costs, Taxes, loss, expense or liability, reduction in amounts received or
receivable or reduction in return on capital or (y) the date such Lender has
actual knowledge of its incurrence of the respective increased costs, Taxes,
loss, expense or liability, reductions in amounts received or receivable or
reduction in return on capital, then such Lender shall only be entitled to be
compensated for such amount by the Borrower pursuant to said Section 1.10,
1.11, 2.05 or 4.04, as the case may be, to the extent the costs, Taxes, loss,
expense or liability, reduction in amounts received or receivable or
reduction in return on capital are incurred or suffered on or after the date
which occurs one year prior to such Lender giving notice to the Borrower that
it is obligated to pay the respective amounts pursuant to said Section 1.10,
1.11, 2.05 or 4.04, as the case may be. This Section 13.15 shall have no
applicability to any Section of this Agreement other than said Sections 1.10,
1.11, 2.05 and 4.04.

                  13.16 CONFIDENTIALITY. (a) Subject to the provisions of
clause (b) of this Section 13.16, each Lender agrees that it will use its
best efforts not to disclose without the prior consent of the Borrower (other
than to its employees, auditors, advisors or counsel or to another Lender if
the Lender or such Lender's holding or parent company or board of trustees in
its sole discretion determines that any such party should have access to such
information), any information with respect to the Borrower or any of its
Subsidiaries which is now or in the future furnished pursuant to this
Agreement or any other Credit Document, PROVIDED that any Lender may disclose
any such information (a) as has become generally available to the public
other than by virtue of a breach of this Section 13.16(a) by the respective
Lender, (b) as may be required or appropriate (x) in any report, statement or
testimony submitted to any municipal, state or Federal regulatory body having
or claiming to have jurisdiction over such Lender or to the Federal Reserve
Board or the Federal Deposit Insurance Corporation or similar organizations
(whether in the United States or elsewhere) or their successors or (y) in
connection with any request or requirement of any such regulatory body
(including any securities exchange or self-regulatory body), (c) as may be
required or appropriate in respect to any summons or subpoena or in
connection with any litigation, (d) in order to comply with any law, order,
regulation or ruling applicable to such Lender, (e) to any Agent or the
Collateral Agent, (f) to any prospective or actual transferee or participant
in connection with any contemplated transfer or participation of any of the
Notes or Commitments or any interest therein by such Lender, PROVIDED that
such prospective transferee agrees to be bound by the confidentiality
provisions contained in this Section 13.16 and (g) to any Person (or such
Person's investment advisor) with whom such Lender has entered into or
proposes to enter into (in each case either directly or indirectly) any
credit swap agreement with respect to such Lender's Loans and/or Commitments,
PROVIDED such Person (and such investment advisor, if any) agrees to be bound
by the confidentiality

                                   -132-

<PAGE>

provisions contained in this Section 13.16 and (h) to the National
Association of Insurance Commissioners or any similar organization or any
nationally recognized rating agency that requires access to information about
a Lender's investment portfolio in connection with ratings issued with
respect to such Lender.

                  (b) The Borrower hereby acknowledges and agrees that each
Lender may share with any of their affiliates or investment advisors any
information related to the Borrower or any of their respective Subsidiaries
(including, without limitation, any nonpublic customer information regarding
the creditworthiness of the Borrower or its Subsidiaries, provided such
Persons shall be subject to the provisions of this Section 13.16 to the same
extent as such Lender).

                  13.17 REGISTER. The Borrower hereby designates the
Administrative Agent to serve as its agent, solely for purposes of this
Section 13.17, to maintain a register (the "REGISTER") on which it will
record the Commitments from time to time of each of the Lenders, the Loans
made by each of the Lenders and each repayment in respect of the principal
amount of the Loans of each Lender. Failure to make any such recordation, or
any error in such recordation shall not affect the Borrower's obligations in
respect of such Loans. With respect to any Lender, the transfer of any
Commitment of such Lender and the rights to the principal of, and interest
on, any Loan made pursuant to such Commitment shall not be effective until
such transfer is recorded on the Register maintained by the Administrative
Agent with respect to ownership of such Commitment and Loans and prior to
such recordation all amounts owing to the transferor with respect to such
Commitment and Loans shall remain owing to the transferor. The registration
of assignment or transfer of all or part of any Commitment and Loans shall be
recorded by the Administrative Agent on the Register only upon the acceptance
by the Administrative Agent of a properly executed and delivered Assignment
and Assumption Agreement pursuant to Section 13.04(b). Coincident with the
delivery of such an Assignment and Assumption Agreement to the Administrative
Agent for acceptance and registration of assignment or transfer of all or
part of a Commitment and/or Loan, or as soon thereafter as practicable, the
assigning or transferor Lender shall surrender the Note evidencing such
Commitment and/or Loan, if any, and thereupon one or more new Notes in the
same aggregate principal amount shall be issued to the assigning or
transferor Lender and/or the new Lender, if requested by such assigning or
transferor Lender and/or such new Lender. The Borrower shall indemnify the
Administrative Agent from and against any and all losses, claims, damages and
liabilities of whatsoever nature which may be imposed on, asserted against or
incurred by the Administrative Agent in performing its duties under this
Section 13.17.

                  13.18 ACKNOWLEDGMENT AND AGREEMENT OF CREDIT PARTIES. Each
of the Credit Parties, by executing and delivering a counterpart of this
Agreement, hereby consents to the increased extensions of credit pursuant to
this Agreement which will be made available as a result of the amendment and
restatement hereof on the Restatement Effective Date. All such extensions of
credit, shall be entitled to all benefits of (and shall be fully guaranteed
pursuant to) each of the Guaranties and shall be fully secured pursuant to,
and in accordance with the terms of, the various Security Documents.

                  [Remainder of page intentionally left blank]

                                    -133-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.


ADDRESS:                             PACKAGING CORPORATION OF AMERICA
--------
1900 W. Field Court
Lake Forest, IL 60045                By: /s/ Richard B. West
                                         ---------------------------------
                                         Title: Chief Financial Officer,
                                         Vice President and Secretary


                                     MORGAN GUARANTY TRUST COMPANY OF
                                       NEW YORK, Individually and as
                                       Administrative Agent

                                     By: /s/ Colleen B. Galle
                                         ---------------------------------
                                         Title: Vice President


                                     J.P. MORGAN SECURITIES, INC.,
                                          as Co-Lead Arranger

                                     By: /s/ Kenneth Lang
                                         ---------------------------------
                                         Title: Managing Director


                                     DEUTSCHE BANK SECURITIES INC.,
                                       as a Co-Lead Arranger and as
                                       Syndication Agent

                                     By: /s/ Charlie Denison
                                         ---------------------------------
                                         Title: Managing Director


                                     BANKERS TRUST COMPANY, Individually

                                     By: /s/ Robert Telesca
                                         ---------------------------------
                                         Title: Assistant Vice President

<PAGE>

                                     GOLDMAN SACHS CREDIT PARTNERS L.P.
                                     as Documentation Agent

                                     By: /s/ Mark Denatale
                                         ---------------------------------
                                         Title: Authorized Signatory

<PAGE>

                                     ABN AMRO BANK N.V.

                                     By: /s/ Joann L. Holman
                                         ---------------------------------
                                         Title: Vice President

                                     By: /s/ Carla S. Waggoner
                                         ---------------------------------
                                         Title: Vice President

<PAGE>

                                     BANK OF AMERICA, N.A.

                                     By: /s/ Michael Black
                                         ---------------------------------
                                         Title: Managing Director

<PAGE>

                                     THE GOVERNOR AND COMPANY OF THE
                                      BANK OF IRELAND

                                     By: /s/ Maurice FitzGerald
                                         ---------------------------------
                                         Title: Authorised Signatory



                                     By: /s/ Geraldine Hannon
                                         ---------------------------------
                                         Title: Authorised Signatory

<PAGE>

                                     BANK OF MONTREAL

                                     By: /s/ Amy K. Dumser
                                         ---------------------------------
                                         Title: Director

<PAGE>

                                     THE BANK OF NOVA SCOTIA

                                      By: /s/ F.C.H. Ashby
                                         ---------------------------------
                                         Title: Senior Manager Loan Operations

<PAGE>

                                     BANK OF SCOTLAND

                                     By: /s/ Joseph Fratus
                                         ---------------------------------
                                         Title: Vice President

<PAGE>

                                     BANK ONE, N.A. (CHICAGO MAIN OFFICE)

                                     By: /s/ Erik C. Back
                                         ---------------------------------
                                         Title: Vice President

<PAGE>

                                     BW CAPITAL MARKETS, INC.

                                     By: /s/ Phillip G. Waldrop
                                         ---------------------------------
                                         Title: Vice President



                                     By: /s/ Thomas A. Lowe
                                         ---------------------------------
                                         Title: Vice President

<PAGE>

                                     COBANK, ACB

                                     By: /s/ Brian J. Klatt
                                         ---------------------------------
                                         Title: Vice President

<PAGE>

                                     CREDIT INDUSTRIEL ET COMMERCIAL

                                     By: /s/ Sean Mounier
                                         ---------------------------------
                                         Title: First Vice President



                                     By: /s/ Anthony Rock
                                         ---------------------------------
                                         Title: Vice President

<PAGE>

                                     CREDIT LYONNAIS NEW YORK BRANCH

                                     By: /s/ Stephen M. Poppel
                                         ---------------------------------
                                         Title: First Vice President

<PAGE>

                                     CYPRESSTREE INVESTMENT FUND, LLC
                                      BY: CYPRESSTREE INVESTMENT
                                      MANAGEMENT COMPANY, INC. ITS
                                      MANAGING MEMBER

                                     By: /s/ Jonathan D. Sharkey
                                         ---------------------------------
                                         Title: Principal

<PAGE>

                                     CYPRESSTREE INVESTMENT MANAGEMENT
                                      COMPANY, INC.
                                      as Attorney-in-Fact and on behalf of
                                      FIRST ALLMERICA LIFE INSURANCE COMPANY
                                      as Portfolio Manager

                                      By: /s/ Jonathon D. Sharkey
                                         ---------------------------------
                                         Title: Principal

<PAGE>

                                     THE DAI-ICHI KANGYO BANK, LTD.

                                     By: /s/ Nobuyasu Fukatsu
                                         ---------------------------------
                                         Title: General Manager

<PAGE>

                                     ERSTE BANK DER OESTERREICHSCHEN
                                      SPARKASSEN

                                     By: /s/ Anca Trifan
                                         ---------------------------------
                                         Title: Vice President



                                     By: /s/ John S. Runnion
                                         ---------------------------------
                                         Title: First Vice President

<PAGE>

                                     FIRST UNION NATIONAL BANK

                                     By: /s/ J. Andrew Phelps
                                         ---------------------------------
                                         Title: Vice President

<PAGE>

                                     FLEET NATIONAL BANK

                                     By: /s/ Mark S. Pelletier
                                         ---------------------------------
                                         Title: Vice President

<PAGE>

                                     THE FUJI BANK, LIMITED

                                     By: /s/ Peter L. Chinnici
                                         ---------------------------------
                                         Title: Senior Vice President &
                                          Group Head

<PAGE>

                                     GALAXY CLO 1999-1, LTD.
                                     By: SAI Investment Adviser, Inc.
                                     Its Collateral Manager

                                     By: /s/ Christopher F. Ochs
                                         ---------------------------------
                                         Title:  Authorized Agent

<PAGE>

                                     GOLDMAN SACHS CREDIT PARTNERS L.P.

                                     By: /s/ Mark Denatale
                                         ---------------------------------
                                         Title: Authorized Signatory

<PAGE>

                                     IKB DEUTSCHE INDUSTRIEBANK AG

                                     By: /s/ Dr. Frank Schaum
                                         ---------------------------------
                                         Title: Head of Structured Finance

<PAGE>

                                     IMPERIAL BANK, A CALIFORNIA BANKING
                                      CORPORATION

                                     By: /s/ Ray Vadalma
                                         ---------------------------------
                                         Title: Senior Managing Director

<PAGE>

                                     THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                      CHICAGO BRANCH

                                     By: /s/ Walter Wolff
                                         ---------------------------------
                                         Title: Joint General Manager

<PAGE>

                                     KEMPER FLOATING RATE FUND

                                     By: /s/ Kelly D. Babson
                                         ---------------------------------
                                         Title: Managing Director

<PAGE>

                                     KZH CNC LLC

                                     By: /s/ Peter Chin
                                         ---------------------------------
                                         Title: Authorized Agent

<PAGE>

                                     KZH CYPRESSTREE-1 LLC

                                     By: /s/ Peter Chin
                                         ---------------------------------
                                         Title: Authorized Agent

<PAGE>

                                     KZH ING-1 LLC

                                     By: /s/ Peter Chin
                                         ---------------------------------
                                         Title: Authorized Agent

<PAGE>

                                  KZH ING-3 LLC

                                  By: /s/  Peter Chin
                                      -----------------------------------
                                      Title: Authorized Agent


<PAGE>


                                  KZH STERLING LLC

                                  By: /s/  Peter Chin
                                      -----------------------------------
                                      Title: Authorized Agent


<PAGE>


                                  KZH WATERSIDE LLC

                                  By: /s/  Peter Chin
                                      -----------------------------------
                                      Title: Authorized Agent


<PAGE>


                                  LLOYDS TSB BANK PLC

                                  By: /s/  Ian Dimmock
                                      -----------------------------------
                                      Title: Vice President-Acquisition Finance


                                  By: /s/ David Rodway
                                      -----------------------------------
                                      Title: Assistant Director


<PAGE>


                                  MICHIGAN NATIONAL BANK

                                  By: /s/  Lisa D. McKinnon
                                      -----------------------------------
                                      Title: Vice President


<PAGE>


                                  THE  MITSUBISHI TRUST AND BANKING
                                  CORPORATION

                                  By: /s/  Toshihiro Hayashi
                                      -----------------------------------
                                      Title: Senior Vice President


<PAGE>


                                  MUIRFIELD TRADING LLC

                                  By: /s/  Ashley R. Hamilton
                                      -----------------------------------
                                      Title: Assistant Vice President


<PAGE>


                                  NATEXIS BANQUE BFCE

                                  By: /s/ Frank H. Madden, Jr.
                                      -----------------------------------
                                      Title: Vice President & Group Manager


                                  By: /s/  Jordan Levy
                                      -----------------------------------
                                      Title: Associate


<PAGE>


                                  NATIONAL CITY BANK

                                  By: /s/  Jennifer Kofod
                                      -----------------------------------
                                      Title: Account Officer


<PAGE>


                                  NORTH AMERICAN SENIOR FLOATING RATE
                                   FUND

                                   By: CYPRESSTREE INVESTMENT
                                   MANAGEMENT COMPANY, INC. as Portfolio
                                   Manager

                                   By: /s/ Jonathan D. Sharkey
                                      -----------------------------------
                                      Title: Principal


<PAGE>


                                  THE NORTHERN TRUST COMPANY

                                  By: /s/  Craig L. Smith
                                      -----------------------------------
                                      Title: Vice President


<PAGE>


                                  OLYMPIC FUNDING TRUST, SERIES 1999-1

                                  By: /s/  Ashley R. Hamilton
                                      -----------------------------------
                                      Title: Authorized Agent


<PAGE>


                                  PINEHURST TRADING, INC.

                                  By: /s/  Ashley R. Hamilton
                                      -----------------------------------
                                      Title: Assistant Vice President


<PAGE>


                                  PPM SPYGLASS FUNDING TRUST

                                  By: /s/  Ashley R. Hamilton
                                      -----------------------------------
                                      Title: Authorized Agent


<PAGE>


                                  THE SAKURA BANK, LIMITED

                                  By: /s/  Yoshikazu Nagura
                                      -----------------------------------
                                      Title: Senior Vice President & Group Head


<PAGE>


                                  THE SUMITOMO BANK, LIMITED

                                  By: /s/  Suresh S. Tata
                                      -----------------------------------
                                      Title: Senior Vice President


<PAGE>


                                  SUMITOMO TRUST & BANKING CO., LTD.
                                   NEW YORK BRANCH

                                  By: /s/  Stephanie Fowler
                                      -----------------------------------
                                      Title: Vice President


<PAGE>


                                  SUMMIT BANK

                                  By: /s/  Richard Banning
                                      -----------------------------------
                                      Title: Vice President


<PAGE>


                                  TORONTO DOMINION (TEXAS), INC.

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


<PAGE>


                                  TRANSAMERICA BUSINESS CREDIT
                                   CORPORATION

                                  By: /s/  Perry Vavoules
                                      -----------------------------------
                                      Title: Senior Vice President


<PAGE>


                                  VARIABLE INSURANCE PRODUCTS FUND II:
                                   ASSET MANAGER GROWTH PORTFOLIO

                                  By: /s/  Robert Dwight
                                      -----------------------------------
                                      Title: Treasurer


<PAGE>


                                  VARIABLE INSURANCE PRODUCTS FUND II:
                                   ASSET MANAGER PORTFOLIO

                                  By: /s/  Robert Dwight
                                      -----------------------------------
                                      Title: Treasurer


<PAGE>


                                  UNION BANK OF CALIFORNIA, N.A.

                                  By: /s/  Henry G. Montgomery
                                      -----------------------------------
                                      Title: Vice President


<PAGE>


                                  WACHOVIA BANK, N.A.

                                  By: /s/  John C. Canty
                                      -----------------------------------
                                      Title: Vice President


<PAGE>


                          ACKNOWLEDGEMENT AND AGREEMENT

              Each of the undersigned, each being a Subsidiary Guarantor on the
Restatement Effective Date (including each Subsidiary of the Borrower which was
a Subsidiary Guarantor immediately before the Restatement Effective Date and
each Subsidiary of the Borrower which becomes a Subsidiary Guarantor on the
Restatement Effective Date) hereby acknowledges and agrees to the provisions of
the foregoing Amended and Restated Agreement, and hereby agrees for the benefit
of the Lenders that (i) all extensions of credit pursuant thereto (including the
increased extensions of credit made as a result of the occurrence of the
Restatement Effective Date and all other obligations pursuant to this
Agreement), shall be fully entitled to the benefits of (and shall be fully
guaranteed and secured pursuant to the provisions of) all Subsidiaries
Guaranties and Security Documents and (ii) all references in the Credit
Documents to the "Credit Agreement" shall be deemed to be a reference to this
Agreement.

                                  DIXIE CONTAINER CORPORATION

                                  By: /s/  Richard B. West
                                      -----------------------------------
                                      Title: Chief Financial Officer,
                                      Vice President and Secretary


                                  PCA HYDRO, INC.

                                  By: /s/  Richard B. West
                                      -----------------------------------
                                      Title: Chief Financial Officer,
                                      Vice President and Secretary

<PAGE>

                                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
   <S>         <C>                                                                                             <C>
   SECTION 1.  Amount and Terms of Credit.........................................................................1

         1.01  The Commitments....................................................................................1
         1.02  Minimum Amount of Each Borrowing; Limitation on Number of Borrowings...............................4
         1.03  Notice of Borrowing................................................................................4
         1.04  Disbursement of Funds..............................................................................5
         1.05  Notes..............................................................................................6
         1.06  Conversions........................................................................................8
         1.07  Pro Rata Borrowings................................................................................8
         1.08  Interest...........................................................................................8
         1.09  Interest Periods...................................................................................9
         1.10  Increased Costs, Illegality, etc..................................................................10
         1.11  Compensation......................................................................................13
         1.12  Change of Lending Office..........................................................................13
         1.13  Replacement of Lenders............................................................................13

SECTION 2.  Letters of Credit....................................................................................15

         2.01  Letters of Credit.................................................................................15
         2.02  Letter of Credit Requests, etc....................................................................16
         2.03  Letter of Credit Participations...................................................................17
         2.04  Agreement to Repay Letter of Credit Drawings......................................................19
         2.05  Increased Costs...................................................................................20

SECTION 3.  Commitment Commission; Fees; Reductions of Commitment................................................21

         3.01  Fees..............................................................................................21
         3.02  Voluntary Termination or Reduction of Unutilized Revolving Loan Commitments.......................22
         3.03  Mandatory Reduction of Commitments................................................................23

SECTION 4.  Prepayments; Payments; Taxes.........................................................................23

         4.01  Voluntary Prepayments.............................................................................23
         4.02  Mandatory Repayments and Commitment Reductions....................................................25
         4.03  Method and Place of Payment.......................................................................34
         4.04  Net Payments; Taxes...............................................................................34

SECTION 5.  Conditions Precedent to Restatement Effective Date...................................................36

         5.01  Execution of Agreement; Notes.....................................................................36
         5.02  Fees, etc.........................................................................................36
         5.03  Opinions of Counsel...............................................................................37
         5.04  Corporate Documents; Proceedings; etc.............................................................37
</TABLE>

                                     (i)

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
   <S>         <C>                                                                                             <C>
         5.05  Employee Benefit Plans; Shareholders' Agreements; Management Agreements; Debt Agreements;
                    Tax Sharing Agreements; Employment Agreements; Collective Bargaining Agreements and
                    Material Contracts...........................................................................37
         5.06  Existing Credit Agreement.........................................................................38
         5.07  Pledge Agreement..................................................................................39
         5.08  Security Agreement................................................................................39
         5.09  Subsidiary Credit Parties; etc....................................................................39
         5.10  Mortgage Amendments; Title Insurance; etc.........................................................40
         5.11  Material Adverse Change, etc......................................................................40
         5.12  Litigation........................................................................................40
         5.13  Insurance.........................................................................................41
         5.14  Projections.......................................................................................41
         5.15  Market Disruption, etc............................................................................41

SECTION 6.  Conditions Precedent to All Credit Events............................................................41

         6.01  No Default; Representations and Warranties........................................................41
         6.02  Notice of Borrowing; Letter of Credit Request.....................................................41

SECTION 7.  Representations, Warranties and Agreements...........................................................42

         7.01  Corporate Status..................................................................................42
         7.02  Corporate Power and Authority.....................................................................42
         7.03  No Violation......................................................................................42
         7.04  Governmental Approvals............................................................................43
         7.05  Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc..............43
         7.06  Litigation........................................................................................45
         7.07  True and Complete Disclosure......................................................................45
         7.08  Use of Proceeds; Margin Regulations...............................................................45
         7.09  Tax Returns and Payments..........................................................................45
         7.10  Compliance with ERISA.............................................................................46
         7.11  The Security Documents............................................................................47
         7.12  Insurance.........................................................................................48
         7.13  Properties........................................................................................48
         7.14  Capitalization....................................................................................48
         7.15  Subsidiaries......................................................................................48
         7.16  Compliance with Statutes, etc.....................................................................49
         7.17  Investment Company Act............................................................................49
         7.18  Public Utility Holding Company Act................................................................49
         7.19  Environmental Matters.............................................................................49
         7.20  Labor Relations...................................................................................50
         7.21  Patents, Licenses, Franchises and Formulas........................................................50
         7.22  Indebtedness......................................................................................50
         7.23  Subordination.....................................................................................50

SECTION 8.  Affirmative Covenants................................................................................51

         8.01  Information Covenants.............................................................................51
</TABLE>

                                     (ii)

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
   <S>         <C>                                                                                             <C>
         8.02  Books, Records and Inspections....................................................................54
         8.03  Maintenance of Property; Insurance................................................................54
         8.04  Corporate Franchises..............................................................................55
         8.05  Compliance with Statutes, etc.....................................................................55
         8.06  Compliance with Environmental Laws................................................................55
         8.07  ERISA.............................................................................................56
         8.08  End of Fiscal Years; Fiscal Quarters..............................................................58
         8.09  Payment of Taxes..................................................................................58
         8.10  Ownership of Subsidiaries.........................................................................58
         8.11  Additional Security; Further Assurances; Surveys..................................................58
         8.12  Permitted Receivables Facility Transaction........................................................60
         8.13  Permitted Acquisitions............................................................................61
         8.14  Foreign Subsidiaries Security.....................................................................63

SECTION 9.  Negative Covenants...................................................................................64

         9.01  Liens.............................................................................................64
         9.02  Consolidation, Merger, Purchase or Sale of Assets, etc............................................67
         9.03  Dividends.........................................................................................70
         9.04  Indebtedness......................................................................................72
         9.05  Advances, Investments and Loans...................................................................74
         9.06  Transactions with Affiliates......................................................................76
         9.07  Capital Expenditures..............................................................................77
         9.08  Consolidated Interest Coverage Ratio..............................................................78
         9.09  Maximum Leverage Ratio............................................................................79
         9.10  Minimum Consolidated Net Worth....................................................................80
         9.11  Limitation on Modifications of Indebtedness; Modifications of Certificate of Incorporation,
                    By-Laws and Certain Other Agreements; etc....................................................81
         9.12  Limitation on Certain Restrictions on Subsidiaries................................................82
         9.13  Limitation on Issuance of Capital Stock...........................................................83
         9.14  Limitation on Creation of Subsidiaries and Joint Ventures.........................................83
         9.15  Business..........................................................................................83
         9.16  Designated Senior Debt............................................................................84

SECTION 10.  Events of Default...................................................................................84

         10.01  Payments.........................................................................................84
         10.02  Representations, etc.............................................................................84
         10.03  Covenants........................................................................................84
         10.04  Default Under Other Agreements...................................................................84
         10.05  Bankruptcy, etc..................................................................................85
         10.06  ERISA............................................................................................85
         10.07  Security Documents...............................................................................86
         10.08  Guaranties.......................................................................................86
         10.09  Judgments........................................................................................86
         10.10  Change of Control................................................................................86
         10.11  Permitted Receivables Facility...................................................................86
</TABLE>

                                     (iii)

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
   <S>          <C>                                                                                            <C>
   SECTION 11.  Definitions and Accounting Terms.................................................................87

         11.01  Defined Terms....................................................................................87

   SECTION 12.  The Agents......................................................................................122

         12.01  Appointment.....................................................................................122
         12.02  Nature of Duties................................................................................123
         12.03  Lack of Reliance on the Administrative Agent and the Syndication Agent..........................123
         12.04  Certain Rights of the Administrative Agent......................................................124
         12.05  Reliance........................................................................................124
         12.06  Indemnification.................................................................................124
         12.07  Agents in their Individual Capacity.............................................................125
         12.08  Holders.........................................................................................125
         12.09  Resignation by the Agents.......................................................................126
         12.10  Delegation of Duties............................................................................126
         12.11  Exculpatory Provisions..........................................................................126
         12.12  Notice of Default...............................................................................127
         12.13  Special Provisions Regarding the Co-Lead Arrangers and Documentation Agent......................127

SECTION 13.  Miscellaneous......................................................................................127

         13.01  Payment of Expenses, etc........................................................................127
         13.02  Right of Setoff.................................................................................128
         13.03  Notices.........................................................................................129
         13.04  Benefit of Agreement............................................................................130
         13.05  No Waiver; Remedies Cumulative..................................................................132
         13.06  Payments Pro Rata...............................................................................132
         13.07  Calculations; Computations......................................................................132
         13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL..........................133
         13.09  Counterparts....................................................................................134
         13.10  Effectiveness...................................................................................134
         13.11  Headings Descriptive............................................................................135
         13.12  Amendment or Waiver; etc........................................................................135
         13.13  Survival........................................................................................137
         13.14  Domicile of Loans...............................................................................137
         13.15  Limitation on Additional Amounts, etc...........................................................137
         13.16  Confidentiality.................................................................................138
         13.17  Register........................................................................................139
         13.18  Acknowledgement and Agreement of Credit Parties.................................................139
</TABLE>

                                    (iv)

<PAGE>

<TABLE>
<S>                        <C>      <C>
SCHEDULE I                 -        COMMITMENTS
SCHEDULE II                -        LENDER ADDRESSES
SCHEDULE III               -        REAL PROPERTY
SCHEDULE IV                -        EXISTING LIENS
SCHEDULE V                 -        EXISTING INDEBTEDNESS
SCHEDULE VI                -        INSURANCE
SCHEDULE VII               -        ERISA
SCHEDULE VIII              -        SUBSIDIARIES
SCHEDULE IX                -        PROJECTIONS
SCHEDULE X                 -        TAXES
SCHEDULE XI                -        CONFORMED SECURITY DOCUMENTS

EXHIBIT A                  Form of Notice of Borrowing
EXHIBIT B-1                Form of Tranche A Term Note
EXHIBIT B-2                Form of Tranche B Term Note
EXHIBIT B-3                Form of Revolving Note
EXHIBIT B-4                Form of Swingline Note
EXHIBIT C                  Form of Letter of Credit Request
EXHIBIT D                  Form of Section 4.04(b)(ii) Certificate
EXHIBIT E                  Form of Opinion of Kirkland & Ellis
EXHIBIT F                  Form of Officer's Certificate
EXHIBIT G                  Form of Assignment and Assumption Agreement
EXHIBIT H                  Form of Subordination Provisions
</TABLE>

                                      (v)

</TEXT>
</DOCUMENT>
