WESTVACO CORP
CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>CREDIT AGREEMENT
<TEXT>






                                  $500,000,000


                                CREDIT AGREEMENT


                                   dated as of


                                November 16, 2000


                                      among


                              Westvaco Corporation


                             The Banks Listed Herein


                                       and


                              The Bank of New York,
                            as Administrative Agent,
                             Bank of America, N.A.,
                             as Documentation Agent,
                                       and
                                 Citibank, N.A.,
                              as Syndication Agent



<PAGE>


                                TABLE OF CONTENTS



ARTICLE 1.  DEFINITIONS.......................................................1
         Section 1.1.  Definitions............................................1
         Section 1.2.  Accounting Terms and Determinations...................10
         Section 1.3.  Types of Borrowing....................................10


ARTICLE 2.  THE CREDITS......................................................10
         Section 2.1.  Commitments to Lend...................................10
         Section 2.2.  Notice of Committed Borrowing.........................11
         Section 2.3.  Money Market Borrowings...............................11
         Section 2.4.  Notice to Banks; Funding of Loans.....................14
         Section 2.5.  Notes.................................................15
         Section 2.6.  Maturity of Loans.....................................16
         Section 2.7.  Interest Rates........................................16
         Section 2.8.  Fees..................................................18
         Section 2.9.  Optional Termination..................................18
         Section 2.10.  Mandatory Termination of Commitments.................18
         Section 2.11.  Optional Prepayments.................................18
         Section 2.12.  General Provisions as to Payments....................19
         Section 2.13.  Funding Losses.......................................19
         Section 2.14.  Computation of Interest and Fees.....................20
         Section 2.15. Special Mandatory Payment/Commitment Termination......20


ARTICLE 3.  CONDITIONS.......................................................21
         Section 3.1  Effectiveness..........................................21
         Section 3.2.  Borrowings............................................22


ARTICLE 4.  REPRESENTATION AND WARRANTIES....................................22
         Section 4.1.  Corporate Existence and Power.........................22
         Section 4.2.  Corporate and Governmental Authorization..............22
         Section 4.3.  Binding Effect........................................22
         Section 4.4.  Financial Information.................................23
         Section 4.5.  Litigation............................................23
         Section 4.6.  Compliance with ERISA.................................23
         Section 4.7.  Subsidiaries..........................................24
         Section 4.8.  Not an Investment Company.............................24


ARTICLE 5.  COVENANTS........................................................24
         Section 5.1.  Information...........................................24
         Section 5.2.  Maintenance of Property; Insurance....................25

                                        i
<PAGE>

         Section 5.3.  Payment of Taxes and Assessments, Conduct of
                       Business and Maintenance of Existence.................25
         Section 5.4.  Compliance with Laws..................................26
         Section 5.5.  Restrictions on Sale and Lease-Back Transactions......26
         Section 5.6.  Negative Pledge.......................................26
         Section 5.7.  Consolidations, Mergers and Sales of Assets...........28
         Section 5.8.  Use of Proceeds.......................................29
         Section 5.9.  Total Debt to Total Capitalization Ratio..............29


ARTICLE 6.  DEFAULTS.........................................................30
         Section 6.1.  Events of Default.....................................30
         Section 6.2.  Notice of Default.....................................32


ARTICLE 7.  THE AGENTS.......................................................32
         Section 7.1.  Appointment and Authorization.........................32
         Section 7.2.  Agents and Affiliates.................................32
         Section 7.3.  Action by Agents......................................32
         Section 7.4.  Consultation with Experts.............................32
         Section 7.5.  Liability of Agents...................................32
         Section 7.6.  Indemnification.......................................33
         Section 7.7.  Credit Decision.......................................33
         Section 7.8.  Successor Agent.......................................33
         Section 7.9.  Syndication Agent and Documentation Agent.............34


ARTICLE 8.  CHANGE IN CIRCUMSTANCES..........................................34
         Section 8.1.  Basis for Determining Interest Rate Inadequate
                       or Unfair.............................................34
         Section 8.2.  Illegality............................................34
         Section 8.3.  Increased Cost and Reduced Return.....................35
         Section 8.4.  Base Rate Loans Substituted for Affected Fixed
                       Rate Loans............................................36
         Section 8.5.  Substitution of Bank..................................37


ARTICLE 9.  MISCELLANEOUS....................................................37
         Section 9.1.  Notices...............................................37
         Section 9.2.  No Waivers............................................37
         Section 9.3.  Expenses; Documentary Taxes; Indemnification..........37
         Section 9.4.  Sharing of Set-Offs...................................38
         Section 9.5.  Amendments and Waivers................................38
         Section 9.6.  Successors and Assigns................................38
         Section 9.7.  Collateral............................................40
         Section 9.8.  New York Law..........................................40
         Section 9.9.  Jurisdiction; Consent to Service of Process...........40
         Section 9.10. Jury Trial............................................41


                                       ii
<PAGE>


         Section 9.11. Counterparts; Integration.............................41

Exhibit A - Note

Exhibit B - Money Market Quote Request

Exhibit C - Invitation for Money Market Quotes

Exhibit D - Money Market Quote

Exhibit E - Form of Assignment and Acceptance

Exhibit F - Form of Opinion of the Borrower's General Counsel







                                      iii
<PAGE>


     CREDIT AGREEMENT, dated as of November 16, 2000, among WESTVACO
CORPORATION, the BANKS listed on the signature pages hereof and THE BANK OF NEW
YORK, as Administrative Agent, BANK OF AMERICA, N.A., as Documentation Agent,
and CITIBANK, N.A., as Syndication Agent.

     The parties hereto agree as follows:

                                   ARTICLE 1.
                                   DEFINITIONS

     Section 1.1. Definitions. The following terms, as used herein, have the
following meanings:

     "Absolute Rate Auction" means a solicitation of Money Market Quotes setting
forth Money Market Absolute Rates pursuant to Section 2.3.

     "Adjusted London Interbank Offered Rate" has the meaning, set forth in
Section 2.7(b).

     "Administrative Agent" means The Bank of New York in its capacity as
Administrative Agent hereunder, and its successors in such capacity.

     "Administrative Questionnaire" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Administrative Agent
and submitted to the Administrative Agent (with a copy to the Borrower) duly
completed by such Bank.

     "Affiliate" means, with respect to any Person, any other Person that
controls, is controlled by, or is under common control with, such Person. For
purposes of this definition, "control" (including, with correlative meaning, the
term "controlled"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct the management and policies of that Person,
whether through the ownership of voting securities or otherwise.

     "Agent" means the Administrative Agent, the Documentation Agent or the
Syndication Agent, as the context may require.

     "Applicable Lending Office" means, with respect to any Bank, (i) in the
case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of
its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of
its Money Market Loans, its Money Market Lending Office.

     "Applicable Percentage" means (i) with respect to Euro-Dollar Borrowings,
at all times during which the applicable Pricing Level set forth below is in
effect, the percentage set forth below for such Pricing Level under the heading
"Euro-Dollar Margin" and (ii) with respect to the Facility Fee, at all times
during which the applicable Pricing Level set forth below is in effect, the
percentage set forth below for such Pricing Level under the heading "Facility
Fee Rate":

                                       1
<PAGE>

======================================================
    Pricing         Euro-Dollar          Facility
    Levels             Margin              Rate
------------------------------------------------------
       I              0.295%              0.080%
------------------------------------------------------
      II              0.350%              0.100%
------------------------------------------------------
      III             0.425%              0.125%
------------------------------------------------------
      IV              0.500%              0.150%
------------------------------------------------------
       V              0.695%              0.180%
------------------------------------------------------
      VI              1.000%              0.250%
======================================================

     Changes in the Applicable Percentage resulting from a change in the Pricing
Level shall become effective on the effective date of any change in the Senior
Unsecured Debt Rating from S&P or Moody's, as the case may be. Notwithstanding
anything herein to the contrary, in the event that the applicable Senior
Unsecured Debt Ratings by S&P and Moody's are split-rated (i) by one rating
category, the Pricing Level shall be determined by the higher of such two Rating
Categories, and (ii) by more than one ratings category, the Pricing Level shall
be one rating category below the higher of the two ratings categories.

     "Assignment and Acceptance" means an assignment and acceptance entered into
by a Bank and an assignee (with the consent of any party whose consent is
required by Section 9.6), and accepted by the Administrative Agent,
substantially in the form of Exhibit E or any other form approved by the
Administrative Agent.

     "Bank" means each bank listed on the signature pages hereof, and its
successors.

     "Base Rate" means, for any day, a rate per annum equal to the higher of (i)
the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds
Rate for such day.

     "Base Rate Loan" means a Committed Loan to be made by a Bank as a Base Rate
Loan in accordance with the applicable Notice of Committed Borrowing or pursuant
to Article 8.

     "Benefit Arrangement" means at any time an employee benefit plan within the
meaning of Section 3 (3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the ERISA
Group.

     "Borrower" means Westvaco Corporation, a Delaware corporation, and its
successors.

     "Borrower's 1999 Form 10-K" means the Borrower's annual report on Form 10-K
for 1999, as filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934.

     "Borrowing" has the meaning, set forth in Section 1.3.

     "Commitment" means, with respect to each Bank, the amount set forth
opposite the name of such Bank on the signature pages hereof, as such amount may
be changed from time to time pursuant to Sections 2.9, 2.10 and 9.6.

     "Committed Loan" means a loan made by a Bank pursuant to Section 2.1.



                                       2
<PAGE>

     "Consolidated Net Tangible Assets" means the total of all the assets
appearing on the consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries less the following:

          (1) current liabilities, including liabilities for indebtedness
     maturing more than 12 months from the date of the original creation thereof
     but maturing, within 12 months from the date of determination;

          (2) reserves for depreciation and other asset valuation reserves;

          (3) intangible assets such as goodwill, trademarks, trade names,
     patents, and unamortized debt discount and expense carried as an asset on
     said balance sheet; and

          (4) appropriate adjustments on account of minority interests of other
     persons holding stock in any Subsidiary of the Borrower.

Consolidated Net Tangible Assets shall be determined in accordance with
generally accepted accounting principles and practices applicable to the type of
business in which the Borrower and its Subsidiaries are engaged and which are
approved by the independent accountants regularly retained by the Borrower, and
may be determined as of a date not more than sixty days prior to the happening
of the event for which such determination is being made.

     "Consolidated Subsidiary" means at any date any Subsidiary or other entity
the accounts of which would be consolidated with those of the Borrower in its
consolidated financial statements if such statements were prepared as of such
date.

     "corporation" includes corporations, associations, companies and business
trusts.

     "Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, and
(iii) all Debt of others guaranteed directly or indirectly by such Person.

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

     "Documentation Agent" means Bank of America, N.A. in its capacity as
Documentation Agent hereunder, and its successors in such capacity.

     "Domestic Business Day" means any day except a Saturday, Sunday or other
day on which commercial banks in New York City are authorized by law to close.

     "Domestic Lending Office" means, as to each Bank, its office located at its
address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Administrative Agent.



                                       3
<PAGE>

     "Domestic Subsidiary" means any Subsidiary which owns a Principal Property.

     "Effective Date" means the date this Agreement becomes effective in
accordance with Section 3.1.

     "Environmental Laws" means any and all federal, state, local and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or to emissions,
discharges, releases of pollutants, contaminants, chemicals, or industrial,
toxic or hazardous substances or wastes into the environment including, without
limitation, ambient air, surface water, ground water, or land, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport, or handling of pollutants, contaminants, chemicals, or
industrial, toxic or hazardous substances or wastes.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

     "ERISA Group" means the Borrower, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any
Subsidiary, are treated as a single employer under Section 414 of the Internal
Revenue Code.

     "Euro-Dollar Business Day" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.

     "Euro-Dollar Lending Office" means, as to each Bank, its office, branch or
affiliate located at its address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as its Euro-Dollar Lending
Office) or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower
and the Administrative Agent.

     "Euro-Dollar Loan" means a Committed Loan to be made by a Bank as a
Euro-Dollar Loan in accordance with the applicable Notice of Committed
Borrowing.

     "Euro-Dollar Reserve Percentage" has the meaning set forth in Section
2.7(b).

     "Event of Default" has the meaning set forth in Section 6.1.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, provided that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic



                                       4
<PAGE>

Business Day, and (ii) if no such rate is so published on such next succeeding
Domestic Business Day, the Federal Funds Rate for such day shall be the average
rate quoted to The Bank of New York on such day on such transactions as
determined by the Administrative Agent.

     "Fixed Rate Loans" means Euro-Dollar Loans or Money Market Loans (excluding
Money Market LIBOR Loans bearing interest at the Base Rate pursuant to Section
8.1(a)) or any combination of the foregoing.

     "Interest Period" means: (1) with respect to each Euro-Dollar Borrowing,
the period commencing on the date of such Borrowing and ending one, two, three
or six months thereafter, as the Borrower may elect in the applicable Notice of
Borrowing; provided that:

          (a) any Interest Period which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall be extended to the next succeeding
     Euro-Dollar Business Day unless such Euro-Dollar Business Day falls (i)
     after the Maturity Date, or (ii) in another calendar month, in either of
     which case such Interest Period shall end on the next preceding Euro-Dollar
     Business Day;

          (b) any Interest Period which begins on the last Euro-Dollar Business
     Day of a calendar month (or on a day for which there is no numerically
     corresponding day in the calendar month at the end of such Interest Period)
     shall, subject to clause (c) below, end on the last Euro-Dollar Business
     Day of a calendar month; and

          (c) any Interest Period which would otherwise end after the Maturity
     Date shall end on the Maturity Date.

     (2) with respect to each Base Rate Borrowing, the period commencing on the
date of such Borrowing and ending 30 days thereafter; provided that:

          (a) any Interest Period (other than an Interest Period determined
     pursuant to clause (b) below) which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall be extended to the next succeeding,
     Euro-Dollar Business Day; and

          (b) any Interest Period which would otherwise end after the Maturity
     Date shall end on the Maturity Date.

     (3) with respect to each Money Market LIBOR Borrowing, the period
commencing on the date of such Borrowing and ending such whole number of months
thereafter (but not more than 6) as the Borrower may elect in accordance with
Section 2.3; provided that:

          (a) any Interest Period (other than a Interest Period determined
     pursuant to clause (c) below) which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall be extended to the next succeeding
     Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in
     another calendar



                                       5
<PAGE>

     month, in which case such Interest Period shall end on the next preceding
     Euro-Dollar Business Day;

          (b) any Interest Period which begins on the last Euro-Dollar Business
     Day of a calendar month (or on a day for which there is no numerically
     corresponding day in the calendar month at the end of such Interest Period)
     shall, subject to clause (c) below, end on the last Euro-Dollar Business
     Day of a calendar month; and

          (c) any Interest Period which would otherwise end after the Maturity
     Date shall end on the Maturity Date.

     (4) with respect to each Money Market Absolute Rate Borrowing, the period
commencing on the date of such Borrowing and ending such number of days
thereafter (but not less than 7 nor more than 180 days) as the Borrower may
elect in accordance with Section 2.3; provided that:

          (a) any Interest Period (other than an Interest period defined
     pursuant to clause (b) below) which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall be extended to the next succeeding
     Euro-Dollar Business Day; and

          (b) any Interest Period which would otherwise end after the Maturity
     Date shall end on the Maturity Date.

     "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

     "LIBOR Auction" means a solicitation of Money Market Quotes setting forth
Money Market Margins based on the London Interbank Offered Rate pursuant to
Section 2.3.

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

     "Loan" means a Base Rate Loan or a Euro-Dollar Loan or a Money Market Loan
and "Loans" means Base Rate Loans or Euro-Dollar Loans or Money Market Loans or
any combination of the foregoing.

     "London Interbank Offered Rate" has the meaning set forth in Section
2.7(b).

     "Material Debt" means Debt (other than the Notes) of the Borrower and/or
one or more of its Domestic Subsidiaries, arising in one or more related or
unrelated transactions, in an aggregate principal amount exceeding $75,000,000.



                                       6
<PAGE>

     "Material Plan" means at any time a Plan or Plans having aggregate Unfunded
Liabilities in excess of $75,000,000.

     "Maturity Date" means November 16, 2005, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

     "Money Market Absolute Rate" has the meaning set forth in Section 2.3(d).

     "Money Market Absolute Rate Loan" mean a loan to be made by a Bank pursuant
to an Absolute Rate Auction.

     "Money Market Lending Office" means, as to each Bank, its Domestic Lending
Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Money Market Lending Office by notice to the Borrower
and the Administrative Agent; provided that any Bank may from time to time by
notice to the Borrower and the Administrative Agent designate separate Money
Market Lending Offices for its Money Market LIBOR Loans, on the one hand, and
its Money Market Absolute Rate Loans, on the other hand, in which case all
references herein to the Money Market Lending Office of such Bank shall be
deemed to refer to either or both of such offices, as the context may require.

     "Money Market LIBOR Loan" means a loan to be made by a Bank pursuant to a
LIBOR Auction (including such a loan bearing interest at the Base Rate pursuant
to Section 8.1 (a)).

     "Money Market Loan" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.

     "Money Market Margin" has the meaning set forth in Section 2.3(d).

     "Money Market Quote" means an offer by a Bank to make a Money Market Loan
in accordance with Section 2.3.

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

     "mortgage" has the meaning set forth in Section 5.6.

     "Multiemployer Plan" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group has an obligation to make contributions or has within the preceding
five plan years made contributions, including for these purposes any Person
which ceased to be a member of the ERISA Group during such five year period.

     "Notes" means promissory notes of the Borrower, substantially in the form
of Exhibit A hereto, evidencing the obligation of the Borrower to repay the
Loans, and "Note" means any one of such promissory notes issued hereunder.

     "Notice of Borrowing" means a Notice of Committed Borrowing (as defined in
Section 2.2) or a Notice of Money Market Borrowing (as defined in Section
2.3(f).



                                       7
<PAGE>

     "Parent" means, with respect to any Bank, any Person controlling such Bank.

     "Participant" has the meaning set forth in Section 9.6(b).

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

     "Person" means an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

     "Plan" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any Person which
was at such time a member of the ERISA Group for employees of any Person which
was at such time a member of the ERISA Group.

     "Pricing Level I" will be applicable for so long as the Senior Unsecured
Debt Rating is A+ or higher by S&P or A1 or higher by Moody's.

     "Pricing Level II" will be applicable for so long as the Senior Unsecured
Debt Rating is A- or higher by S&P or A3 or higher by Moody's and Pricing Level
I is not applicable.

     "Pricing Level III" will be applicable for so long as the Senior Unsecured
Debt Rating is BBB+ or higher by S&P or Baa1 or higher by Moody's and neither
Pricing Level I nor II is applicable.

     "Pricing Level IV" will be applicable for so long as the Senior Unsecured
Debt Rating is BBB or higher by S&P or Baa2 or higher by Moody's and none of
Pricing Levels I, II or III are applicable.

     "Pricing Level V" will be applicable for so long as the Senior Unsecured
Debt Rating is BBB- or higher by S&P or Baa3 or higher by Moody's and none of
Pricing Levels I, II, III or IV are applicable.

     "Pricing Level VI" will be applicable for so long as the Senior Unsecured
Debt Rating is less than or equal to BB+ by S&P or less than or equal to Ba1 by
Moody's or none of Pricing Levels I, II, III, IV or V are applicable.

     "Prime Rate" means the rate of interest publicly announced by The Bank of
New York in New York City from time to time as its Prime Rate.

     "Principal Property" means any mill, converting plant, manufacturing plant,
manufacturing facility, including, in each case, the equipment therein, or
timberlands, located within the continental United States of America (other than
any of the foregoing acquired



                                       8
<PAGE>

principally for the control or abatement of atmospheric pollutants or
contaminants or water, noise, odor or other pollution, or any facility financed
from the proceeds of pollution control or revenue bonds), whether owned at March
1, 1983 or thereafter acquired, having a gross book value (without deductions of
any applicable depreciation reserves) on the date as of which the determination
is being made of more than two percent of Consolidated Net Tangible Assets, but
shall not include any minerals or mineral rights, or any timberlands designated
by the Board of Directors of the Borrower or of a Domestic Subsidiary, as the
case may be, as being held primarily for development and/or sale.

     "Prior Credit Agreement" means the Credit Agreement, dated as of June 21,
1993, among the Borrower, the banks listed therein and Morgan Guaranty Trust
Company of New York, as agent for such banks, as amended and restated by the
Amended and Restated Credit Agreement, dated as of September 19, 1997, as the
same may have been further amended, supplemented or otherwise modified.

     "Reference Banks" means the principal London offices of The Bank of New
York, Bank of America, N.A. and Citibank, N.A.

     "Refunding Borrowing" means a Committed Borrowing which, after application
of the proceeds thereof, results in no net increase in the outstanding principal
amount of Committed Loans made by any Bank.

     "Regulation U" means Regulation U of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

     "Required Banks" means at any time Banks having, at least 51% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding Notes evidencing at least 51% of the aggregate unpaid
principal amount of the Loans.

     "Responsible Officer" means the chief executive officer, the chief
financial officer, the chief accounting officer, the treasurer or the general
counsel of the Borrower.

     "Revolving Credit Period" means the period from and including the Effective
Date to but excluding the Maturity Date.

     "S&P" means Standard & Poor's Rating Group, a division of the McGraw-Hill
Companies, or any successor thereto.

     "Senior Unsecured Debt Ratings" means the Borrower's senior unsecured
long-term debt ratings designated from time to time by S&P and Moody's.

     "Subsidiary" means a corporation more than 50% of the Voting Stock of which
is owned or controlled, directly or indirectly, by the Borrower or by one or
more other Subsidiaries, or by the Borrower and one or more other Subsidiaries.

     "Syndication Agent" means Citibank, N.A. in its capacity as Syndication
Agent hereunder, and its successors in such capacity.



                                       9
<PAGE>

     "Unfunded Liabilities" means, with respect to any Plan at any time, the
amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

     "Voting Stock" means stock of the class or classes having general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of a corporation (irrespective of whether or not
at the time stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).

     Section 1.2 Accounting Terms and Determinations. Unless otherwise specified
herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required to
be delivered hereunder shall be prepared in accordance with generally accepted
accounting principles as in effect from time to time, applied on a basis
consistent (except for changes concurred in by the Borrower's independent public
accountants) with the most recent audited consolidated financial statements of
the Borrower and its Consolidated Subsidiaries delivered to the Banks.

     Section 1.3. Types of Borrowing. The term "Borrowing" denotes the
aggregation of Loans of one or more Banks to be made to the Borrower pursuant to
Article 2 on a single date and for a single Interest Period. Borrowings are
classified for purposes of this Agreement either by reference to the pricing of
Loans comprising such Borrowing (e.g., a "Euro-Dollar Borrowing" is a Borrowing
comprised of Euro-Dollar Loans) or by reference to the provisions of Article 2
under which participation therein is determined (i.e., a "Committed Borrowing"
is a Borrowing under Section 2.1 in which all Banks participate in proportion to
their Commitments, while a "Money Market Borrowing" is a Borrowing under Section
2.3) in which the Bank participants are determined on the basis of their bids in
accordance therewith).

                                   ARTICLE 5.
                                   THE CREDITS

     Section 2.1. Commitments to Lend.

     During the Revolving Credit Period each Bank severally agrees, on the terms
and conditions set forth in this Agreement, to make loans to the Borrower
pursuant to this Section from time to time in amounts such that the aggregate
principal amount of Committed Loans by such Bank at any one time outstanding
shall not exceed the amount of its Commitment. Each Borrowing, under this
subsection (a) shall be in an aggregate principal amount of $10,000,000 or any
larger multiple of $1,000,000 (except that any such Borrowing may be in the
aggregate amount available in accordance with Section 3.2(b)) and shall be made
from the several Banks ratably in proportion to their respective Commitments.
Within the foregoing limits, the Borrower may borrow under this subsection (a),
repay, or to the extent permitted by Section 2.11,



                                       10
<PAGE>

prepay Loans and reborrow at any time during the Revolving Credit Period under
this subsection (a).

     Section 2.2 Notice of Committed Borrowing. The Borrower shall give the
Administrative Agent notice (a "Notice of Committed Borrowing") not later than
10:00 A.M. (New York City time) on (x) the date of each Base Rate Borrowing and
(y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing,
specifying:

     (a) the date of such Borrowing, which shall be a Domestic Business Day in
the case of a Base Rate Borrowing or a Euro-Dollar Business Day in the case of a
Euro-Dollar Borrowing,

     (b) the aggregate amount of such Borrowing,

     (c) whether the Loans comprising such Borrowing are to be Base Rate Loans
or Euro-Dollar Loans, and

     (d) in the case of a Euro-Dollar Borrowing, the duration of the Interest
Period applicable thereto, subject to the provisions of the definition of
Interest Period.

     Section 2.3. Money Market Borrowings.

     (a) The Money Market Option. In addition to Committed Borrowings pursuant
to Section 2.1, the Borrower may, as set forth in this Section, request the
Banks during the Revolving Credit Period to make offers to make Money Market
Loans to the Borrower. The Banks may, but shall have no obligation to, make such
offers and the Borrower may, but shall have no obligation to, accept any such
offers in the manner set forth in this Section.

     (b) Money Market Quote Request. When the Borrower wishes to request offers
to make Money Market Loans under this Section, it shall transmit to the
Administrative Agent by telex or facsimile transmission a Money Market Quote
Request substantially in the form of Exhibit B hereto so as to be received no
later than 10:00 A.M. (New York City time) on (x) the fifth Euro-Dollar Business
Day prior to the date of Borrowing proposed therein, in the case of a LIBOR
Auction or (y) the Domestic Business Day next preceding the date of Borrowing
proposed therein, in the case of an Absolute Rate Auction (or, in either case,
such other time or date as the Borrower and the Administrative Agent shall have
mutually agreed and shall have notified the Banks not later than the date of the
Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction
for which such change is to be effective) specifying:

          (i) the proposed date of Borrowing, which shall be a Euro-Dollar
     Business Day in the case of a LIBOR Auction or a Domestic Business Day in
     the case of an Absolute Rate Auction,

          (ii) the aggregate amount of such Borrowing, which shall be
     $20,000,000 or a larger multiple of $5,000,000,

          (iii) the duration of the Interest Period applicable thereto, subject
     to the provisions of the definition of Interest Period, and



                                       11
<PAGE>

          (iv) whether the Money Market Quotes requested are to set forth a
     Money Market Margin or a Money Market Absolute Rate.

The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. No more than four Money
Market Quote Requests shall be given in any one calendar month.

     (c) Invitation for Money Market Quotes. Promptly upon receipt of a Money
Market Quote Request, the Administrative Agent shall send to the Banks by telex
or facsimile transmission an Invitation for Money Market Quotes substantially in
the form of Exhibit C hereto, which shall constitute an invitation by the
Borrower to each Bank to submit Money Market Quotes offering to make the Money
Market Loans to which such Money Market Quote Request relates in accordance with
this Section.

     (d) Submission and Contents of Money Market Quotes. (i) Each Bank may
submit a Money Market Quote containing an offer or offers to make Money Market
Loans in response to any Invitation for Money Market Quotes. Each Money Market
Quote must comply with the requirements of this subsection (d) and must be
submitted to the Administrative Agent by telex or facsimile transmission at its
offices specified in or pursuant to Section 9.1 not later than (x) 2:00 P.M.
(New York City time) on the fourth Euro-Dollar Business Day prior to the
proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:15 A.M. (New
York City time) on the proposed date of Borrowing, in the case of an Absolute
Rate Auction (or, in either case, such other time or date as the Borrower and
the Administrative Agent shall have mutually agreed and shall have notified the
Banks not later than the date of the Money Market Quote Request for the first
LIBOR Auction or Absolute Rate Auction for which such change is to be
effective); provided that Money Market Quotes submitted by the Administrative
Agent (or any affiliate of the Administrative Agent) in the capacity of a Bank
may be submitted, and may only be submitted, if the Administrative Agent or such
affiliate notifies the Borrower of the terms of the offer or offers contained
therein not later than (x) 1:00 P.M. (New York City time) on the fourth
Euro-Dollar Business Day prior to the proposed date of Borrowing in the case of
a LIBOR Auction or (y) 9:00 A.M. (New York City time) on the proposed date of
Borrowing in the case of an Absolute Rate Auction. Subject to Articles 3 and 6,
any Money Market Quote so made shall be irrevocable except with the written
consent of the Administrative Agent given on the instructions of the Borrower.

          (ii) Each Money Market Quote shall be in substantially the form of
     Exhibit D hereto and shall in any case specify:

               (A) the proposed date of Borrowing,

               (B) the principal amount of the Money Market Loan for which each
          such offer is being made, which principal amount (w) may be greater
          than or less than the Commitment of the quoting Bank, (x) must be
          $5,000,000 or a larger multiple of $1,000,000, (y) may not exceed the
          principal amount of Money Market Loans for which offers were requested
          and (z) may be subject to an



                                       12
<PAGE>

          aggregate limitation as to the principal amount of Money Market Loans
          for which offers being made by such quoting Bank may be accepted,

               (C) in the case of a LIBOR Auction, the margin above or below the
          applicable London Interbank Offered Rate (the "Money Market Margin")
          offered for each such Money Market Loan, expressed as a percentage
          (specified to the nearest 1/10,000th of 1%) to be added to or
          subtracted from such base rate,

               (D) in the case of an Absolute Rate Auction, the rate of interest
          per annum (specified to the nearest 1/10,000th of 1%) (the "Money
          Market Absolute Rate") offered for each such Money Market Loan, and

               (E) the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

          (iii) Any Money Market Quote shall be disregarded if it:

               (A) is not substantially in conformity with Exhibit D hereto or
          does not specify all of the information required by subsection
          (d)(ii);

               (B) contains qualifying, conditional or similar language;

               (C) proposes terms other than or in addition to those set forth
          in the applicable Invitation for Money Market Quotes; or

               (D) arrives after the time set forth in subsection (d)(1).

     (e) Notice to Borrower. The Administrative Agent shall promptly notify the
Borrower of the terms (x) of any Money Market Quote submitted by a Bank that is
in accordance with subsection (d), and (y) of any Money Market Quote that
amends, modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request. Any
such subsequent Money Market Quote shall be disregarded by the Administrative
Agent unless such subsequent Money Market Quote is submitted solely to correct a
manifest error in such former Money Market Quote. The Administrative Agent's
notice to the Borrower shall specify (A) the aggregate principal amount of Money
Market Loans for which offers have been received for each Interest Period
specified in the related Money Market Quote Request, (B) the respective
principal amounts and Money Market Margins or Money Market Absolute Rates, as
the case may be, so offered and (C) if applicable, limitations on the aggregate
principal amount of Money Market Loans for which offers in any single Money
Market Quote may be accepted.

     (f) Acceptance and Notice by Borrower. Not later than 10:00 A.M. (New York
City time) on (x) the third Euro-Dollar Business Day prior to the proposed date
of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Borrower and the Administrative Agent



                                       13
<PAGE>

shall have mutually agreed and shall have notified the Banks not later than the
date of the Money Market Quote Request for the first LIBOR Auction or Absolute
Rate Auction for which such change is to be effective), the Borrower shall
notify the Administrative Agent of its acceptance or non-acceptance of the
offers so notified to it pursuant to subsection (e). In the case of acceptance,
such notice (a "Notice of Money Market Borrowing") shall specify the aggregate
principal amount of offers for each Interest Period that are accepted. The
Borrower may accept any Money Market Quote in whole or in part; provided that:

          (i) the aggregate principal amount of each Money Market Borrowing may
     not exceed the applicable amount set forth in the related Money Market
     Quote Request,

          (ii) the principal amount of each Money Market Borrowing must be
     $20,000,000 or a larger multiple of $5,000,000,

          (iii) acceptance of offers may only be made on the basis of ascending
     Money Market Margins or Money Market Absolute Rates, as the case may be,
     and

          (iv) the Borrower may not accept any offer that is described in
     subsection (d)(iii) or that otherwise fails to comply with the requirements
     of this Agreement.

     (g) Allocation by Administrative Agent. If offers are made by two or more
Banks with the same Money Market Margins or Money Market Absolute Rates, as the
case may be, for a greater aggregate principal amount than the amount in respect
of which such offers are accepted for the related Interest Period, the principal
amount of Money Market Loans in respect of which such offers are accepted shall
be allocated by the Administrative Agent among such Banks as nearly as possible
(in multiples of $1,000,000, as the Administrative Agent may deem appropriate)
in proportion to the aggregate principal amounts of such offers. Determinations
by the Administrative Agent of the amounts of Money Market Loans shall be
conclusive in the absence of manifest error.

     Section 2.4. Notice to Banks; Funding of Loans.

     (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall
promptly notify each Bank of the contents thereof and of such Bank's share (if
any) of such Borrowing and such Notice of Borrowing shall not thereafter be
revocable by the Borrower.

     (b) Not later than 12:00 Noon (New York City time) on the date of each
Borrowing, each Bank participating therein shall (except as provided in
subsection of this Section) make available its share of such Borrowing, in
Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.1. Unless the
Administrative Agent determines that any applicable condition specified in
Article 3) has not been satisfied, the Administrative Agent will make the funds
so received from the Banks available to the Borrower at the Administrative
Agent's aforesaid address.

     (c) If any Bank makes a new Loan hereunder on a day on which the Borrower
is to repay all or any part of an outstanding Loan from such Bank, such Bank
shall apply the proceeds



                                       14
<PAGE>

of its new Loan to make such repayment and only an amount equal to the
difference (if any) between the amount being borrowed and the amount being
repaid shall be made available by such Bank to the Administrative Agent as
provided in subsection (b), or remitted by the Borrower to the Administrative
Agent as provided in Section 2.12, as the case may be.

     (d) Unless the Administrative Agent shall have received notice from a Bank
prior to the date of any Borrowing that such Bank will not make available to the
Administrative Agent such Bank's share of such Borrowing, the Administrative
Agent may assume that such Bank has made such share available to the
Administrative Agent on the date of such Borrowing in accordance with
subsections (b) and (c) of this Section 2.4 and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have so made
such share available to the Administrative Agent, such Bank and the Borrower
severally agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate
per annum equal to the higher of the Federal Funds Rate and the interest rate
applicable thereto pursuant to Section 2.7 and (ii) in the case of such Bank,
the Federal Funds Rate. If such Bank shall repay to the Administrative Agent
such corresponding amount, such amount so repaid shall constitute such Bank's
Loan included in such Borrowing for purposes of this Agreement. The provisions
of this Section 2.4(d) shall not relieve any Bank of responsibility for its
obligations under this Agreement or any default in the performance thereof.

     Section 2.5. Notes. (a) The Loans of each Bank shall be evidenced by a
single Note payable to the order of such Bank for the account of its Applicable
Lending Office in an amount equal to the aggregate unpaid principal amount of
such Bank's Loans.

     (b) Each Bank may, by notice to the Borrower and the Administrative Agent,
request that its Loans of a particular type be evidenced by a separate Note in
an amount equal to the aggregate unpaid principal amount of such Loans. Each
such Note shall be in substantially the form of Exhibit A hereto with
appropriate modifications to reflect the fact that it evidences solely Loans of
the relevant type. Each reference in this Agreement to the "Note" of such Bank
shall be deemed to refer to and include any or all of such Notes, as the context
may require.

     (c) Upon receipt of each Bank's Note pursuant to Section 3.1(b), the
Administrative Agent shall forward such Note to such Bank. Each Bank shall
record the date, amount, type and maturity of each Loan made by it and the date
and amount of each payment of principal made by the Borrower with respect
thereto, and may, if such Bank so elects in connection with any transfer or
enforcement of its Note, endorse on the schedule forming a part thereof
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding; provided that the failure of any Bank to make any
such recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the
Borrower so to endorse its Note and to attach to and make a part of its Note a
continuation of any such schedule as and when required.



                                       15
<PAGE>

    Section 2.6. Maturity of Loans. Each Loan included in any Borrowing shall
mature, and the principal amount thereof shall be due and payable, on the last
day of the Interest Period applicable to such Borrowing.

   Section 2.7. Interest Rates. (a) Each Base Rate Loan shall bear interest on
the outstanding principal amount thereof, for each day from the date such Loan
is made until it becomes due, at a rate per annum equal to the Base Rate for
such day. Such interest shall be payable for each Interest Period on the last
day thereof. Any overdue principal of or interest on any Base Rate Loan shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the sum of 1% plus the rate otherwise applicable to Base Rate Loans for
such day.

     (b) Each Euro-Dollar Loan shall bear interest on the outstanding, principal
amount thereof, for the Interest Period applicable thereto, at a rate per annum
equal to the sum of the Applicable Percentage plus the applicable Adjusted
London Interbank Offered Rate. Such interest shall be payable for each Interest
Period on the last day thereof and, if such Interest Period is longer than three
months, at intervals of three months after the first day thereof.

     The "Adjusted London Interbank Offered Rate" applicable to any Interest
Period means a rate per annum equal to the quotient obtained (rounded upward, if
necessary, to the next higher 1/100 of 1%) by dividing (i) the applicable London
Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar Reserve Percentage.

     The "London Interbank Offered Rate" applicable to any Interest Period means
the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the
respective rates per annum at which deposits in dollars are offered to each of
the Reference Banks in the London interbank market at approximately 11:00 A.M.
(London time) two Euro-Dollar Business Days before the first day of such
Interest Period in an amount approximately equal to the principal amount of the
Euro-Dollar Loan of such Reference Bank to which such Interest Period is to
apply and for a period of time comparable to such Interest Period.

     "Euro-Dollar Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of "Eurocurrency liabilities" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any Bank to United
States residents). The Adjusted London Interbank Offered Rate shall be adjusted
automatically on and as of the effective date of any change in the Euro-Dollar
Reserve Percentage.

     (c) Any overdue principal of or interest on any Euro-Dollar Loan shall bear
interest, payable on demand, for each day from and including the date payment
thereof was due to but excluding the date of actual payment, at a rate per annum
equal to the sum of 1% plus the higher of (i) the sum of the Applicable
Percentage plus the Adjusted London Interbank Offered Rate


                                       16
<PAGE>

applicable to such Loan and (ii) the Applicable Percentage plus the quotient
obtained (rounded upward, if necessary, to the next higher 1/100 of 1%) by
dividing (x) the average (rounded upward, if necessary, to the next higher 1/16
of 1%) of the respective rates per annum at which one day (or, if such amount
due remains unpaid for more than three Euro-Dollar Business Days, then for such
other period of time not longer than six months as the Administrative Agent may
select) deposits in dollars in an amount approximately equal to such overdue
payment due to each of the Reference Banks are offered to such Euro-Dollar
Reference Bank in the London interbank market for the applicable period
determined as provided above by (y) 1.00 minus the Euro-Dollar Reserve
Percentage (or, if the circumstances described in clause (a) or (b) of Section
8.1 shall exist, at a rate per annum equal to the sum of 1% plus the rate
applicable to Base Rate Loans for such day).

     (d) Subject to Section 8.1 (a), each Money Market LIBOR Loan shall bear
interest on the outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the sum of the London Interbank
Offered Rate for such Interest Period (determined in accordance with Section
2.7(b) as if the related Money Market LIBOR Borrowing were a Committed
Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the
Bank making such Loan in accordance with Section 2.3). Each Money Market
Absolute Rate Loan shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum equal
to the Money Market Absolute Rate quoted by the Bank making such Loan in
accordance with Section 2.3. Such interest shall be payable for each Interest
Period on the last day thereof and, if such Interest Period is longer than three
months, at intervals of three months after the first day thereof. Any overdue
principal of or interest on any Money Market Loan shall bear interest, payable
on demand, for each day until paid at a rate per annum equal to the sum of 1%
plus the Base Rate for such day.

     (e) The Administrative Agent shall determine each interest rate applicable
to the Loans hereunder. The Administrative Agent shall give prompt notice to the
Borrower and the participating Banks of each rate of interest so determined, and
its determination thereof shall be conclusive in the absence of manifest error.

     (f) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Administrative Agent as contemplated by this Section. If any
Reference Bank does not finish a timely quotation, the Administrative Agent
shall determine the relevant interest rate on the basis of the quotation or
quotations furnished by the remaining Reference Bank or Banks or, if none of
such quotations is available on a timely basis, the provisions of Section 8.1
shall apply.

     Section 2.8. Fees.

     (a) Facility Fee. The Borrower shall pay to the Administrative Agent for
the account of the Banks ratably a facility fee at a rate per annum equal to the
Applicable Percentage. Such facility fee shall accrue (i) from and including the
Effective Date to but excluding the Maturity Date, on the daily average
aggregate amount of the Commitments (whether used or unused) and (ii) from and
including the Maturity Date to but excluding the date the Loans shall be repaid
in their entirety, on the daily average aggregate outstanding principal amount
of the Loans.



                                       17
<PAGE>

     (b) Utilization Fee. The Borrower shall pay to the Administrative Agent for
the account of the Banks ratably in accordance with their Commitments a
utilization fee at a rate per annum equal to 0.15% on the aggregate outstanding
principal balance of the Loans for each day that such aggregate outstanding
principal balance shall exceed 33.0% of the aggregate Commitments.

     (c) Payments. Accrued fees under this Section shall be payable quarterly on
each March 31, June 30, September 30 and December 31 and upon the date of
termination of the Commitments in their entirety (and, if later, the date the
Loans shall be repaid in their entirety) and upon each optional reduction of the
Commitments.

     Section 2.9. Optional Termination or Reduction of Commitments. During the
Revolving Credit Period, the Borrower may, upon at least three Domestic Business
Days' notice to the Administrative Agent, (i) terminate the Commitments at any
time, if no Loans are outstanding at such time or (ii) ratably reduce from time
to time by an aggregate amount of $5,000,000 or in an integral multiple of
$1,000,000 in excess thereof, the aggregate amount of the Commitments in excess
of the aggregate outstanding principal amount of the Loans.

     Section 2.10. Mandatory Termination of Commitments. The Commitments shall
terminate on the Maturity Date, and any Loans then outstanding (together with
accrued interest thereon) shall be due and payable on such date.

   Section 2.11. Optional Prepayments. (a) The Borrower may, upon (i) the same
Domestic Business Day's notice to the Administrative Agent, prepay any Base Rate
Borrowing (or any Money Market Borrowing bearing interest at the Base Rate
pursuant to Section 8.1(a)) or (ii) three Domestic Business Days' notice to the
Administrative Agent, prepay any Euro-Dollar Borrowing, in whole at any time, or
from time to time in part in amounts aggregating $5,000,000 or any larger
multiple of $1,000,000, by paying the principal amount to be prepaid together
with accrued interest thereon to the date of prepayment and in the case of a
prepayment of a Money Market Borrowing or a Euro-Dollar Borrowing, together with
compensation therefor pursuant to Section 2.13. Each such optional prepayment
shall be applied to prepay ratably the Loans of the several Banks included in
such Borrowing.

     (b) Upon receipt of a notice of prepayment pursuant to this Section, the
Administrative Agent shall promptly notify each Bank of the contents thereof and
of such Bank's ratable share (if any) of such prepayment and such notice shall
not thereafter be revocable by the Borrower.

     Section 2.12. General Provisions as to Payments. (a) The Borrower shall
make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 12:00 Noon (New York City time) on the date when due,
in Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.1. The
Administrative Agent will promptly distribute to each Bank its ratable share of
each such payment received by the Administrative Agent for the account of the
Banks. Whenever any payment of principal of, or interest on, the Base Rate Loans
or of fees shall be due on a day which is not a Domestic Business Day, the date
for payment thereof shall be extended to the next
\


                                       18
<PAGE>

succeeding Domestic Business Day. Whenever any payment of principal of, or
interest on, the Euro-Dollar Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Dollar Business Day. Whenever any payment of
principal of, or interest on, the Money Market Loans shall be due on a day which
is not a Euro-Dollar Business Day, the date for payment thereof shall be
extended to the next succeeding Euro-Dollar Business Day. If the date for any
payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.

     (b) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Banks hereunder
that the Borrower will not make such payment in full, the Administrative Agent
may assume that the Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance upon such
assumption, cause to be distributed to each Bank on such due date an amount
equal to the amount then due such Bank. If and to the extent that the Borrower
shall not have so made such payment, each Bank shall repay to the Administrative
Agent forthwith on demand such amount distributed to such Bank together with
interest thereon, for each day from the date such amount is distributed to such
Bank until the date such Bank repays such amount to the Administrative Agent, at
the Federal Funds Rate.

     Section 2.13. Funding Losses. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan (pursuant to Article 6 or 8 or
otherwise) on any day other than the last day of the Interest Period applicable
thereto, or the last day of an applicable period fixed pursuant to Section
2.7(c), or if the Borrower fails to borrow any Fixed Rate Loans after notice has
been given to any Bank in accordance with Section 2.4(a), the Borrower shall
reimburse each Bank within 15 days after demand for any resulting loss or
expense incurred by it (or by an existing or prospective Participant in the
related Loan), including (without limitation) any loss incurred in obtaining,
liquidating or employing deposits from third parties, but excluding loss of
margin for the period after any such payment or failure to borrow, provided that
such Bank shall have delivered to the Borrower a certificate as to the amount of
such loss or expense, setting forth in reasonable detail the calculation
thereof, which certificate shall be conclusive if prepared in good faith and on
a reasonable basis.

     Section 2.14. Computation of Interest and Fees. (a) Interest on Base Rate
Borrowings shall be computed on the basis of (i) a 365 or 366 day year for the
actual number of days elapsed for so long as the Prime Rate is applicable or
(ii) a 360 day year for the actual number of days elapsed for so long as the
Federal Funds Rate is applicable. Interest on Money Market Borrowings and
Euro-Dollar Borrowings shall be computed on the basis of a 360 day year for the
actual number of days elapsed.

     (b) All fees shall be computed on the basis of a year of 360 days and paid
for the actual number of days elapsed (including the first day but excluding the
last day).

     Section 2.15. Special Mandatory Prepayment/Commitment Termination. If
either of the events described in Sections 2.15(a) and 2.15(b) below (each a
"Change in Control") occur, at



                                       19
<PAGE>

any time during the 45 day period following the Event Date, Required Banks may
determine to require a special mandatory prepayment of all Loans outstanding
hereunder and terminate the Commitments of all of the Banks following 180 days
notice to the Borrower. If the Required Banks shall make such a determination,
on the 180th day following notice to the Borrower of such determination, all
principal and accrued and unpaid interest and all accrued and unpaid fees and
other sums then owing hereunder or under the Notes shall be immediately due and
payable and the Commitments of all Banks hereunder shall terminate. Promptly
after a Responsible Officer obtains knowledge of a Change of Control, the
Borrower shall deliver to the Administrative Agent and each Bank written notice
thereof, provided that with respect to a Change of Control referred to in
Section 2.15(b), the knowledge of each Responsible Officer shall be limited to
information pursuant to formal written notices delivered to the Borrower of
which such Responsible Officer is aware and information in public securities law
filings. The events which may permit such special mandatory prepayment and
Commitment termination are:

     (a) During any period of three consecutive years individuals who at the
beginning of such period constituted the board of directors of the Borrower,
together with any directors whose election or nomination for election by the
Borrower's stockholders was approved by a vote of at least majority of the
directors then still in office who were directors at the beginning of the
period, cease for any reason to constitute a majority of the board of directors
of the Borrower.

     (b) Any person or group of persons (within the meaning of Section 13 and 14
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall
have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated
by the Securities and Exchange Commission under the Exchange Act) of Voting
Securities representing in excess of 50% of the votes entitled to vote for the
election of directors.

     For purposes of this Section 2.15:

     "Voting Securities" means all capital stock of the Borrower which is
ordinarily entitled to vote for the election of directors.

     "Event Date" means the date on which the Borrower notifies the Lenders, in
writing, that an event described in Section 2.15(a) or 2.15(b) above has
occurred.

                                   ARTICLE 3.
                                   CONDITIONS

     Section 3.1. Effectiveness. This Agreement shall become effective on the
date that each of the following conditions shall have been satisfied (or waived
in accordance with Section 9.5):

     (a) receipt by the Agent of counterparts hereof signed by each of the
parties hereto (or, in the case of any party as to which an executed counterpart
shall not have been received, receipt by the Agent in form satisfactory to it of
telegraphic, telex or other written confirmation from such party of execution of
a counterpart hereof by such party);



                                       20
<PAGE>

     (b) receipt by the Agent for the account of each Bank of a duly executed
Note dated on or before the Effective Date complying with the provisions of
Section 2.5;

     (c) receipt by the Agent of an opinion of the General Counsel of the
Borrower, substantially in the form of Exhibit F hereto;

     (d) receipt by the Agent of all documents it may reasonably request
relating to the existence of the Borrower, the corporate authority or the
validity of this Agreement and the Notes, and any other matters relevant hereto,
all in form and substance satisfactory to the Agent; and

     (e) the fact that any amounts outstanding under the Prior Credit Agreement,
together with accrued interest and fees thereunder, shall have been paid in
full;

provided that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later than
December 31, 2000. The Agent shall promptly notify the Borrower and the Banks of
the Effective Date, and such notice shall be conclusive and binding on all
parties hereto. The Borrower and the Banks party to the Prior Credit Agreement,
comprising the "Required Banks" as defined therein, hereby agree that the
Commitments thereunder shall terminate automatically upon the effectiveness of
the Agreement.

     Section 3.2. Borrowings. The obligation of any Bank to make a Loan on the
occasion of any Borrowing is subject to the satisfaction of the following
conditions:

     (a) receipt by the Administrative Agent of a Notice of Borrowing as
required by Section 2.2 or 2.3, as the case may be;

     (b) the fact that, immediately after such Borrowing, the aggregate
outstanding principal amount of the Loans will not exceed the aggregate amount
of the Commitments;

     (c) the fact that, immediately after such Borrowing, no Default shall have
occurred and be continuing; and

     (d) the fact that the representations and warranties of the Borrower
contained in this Agreement (except, in the case of a Refunding Borrowing, the
representations and warranties set forth in Sections 4.4(c) and 4.5 as to any
matter which has theretofore been disclosed in writing by the Borrower to the
Banks) shall be true on and as of the date of such Borrowing.

     Each Borrowing hereunder shall be deemed to be a representation and
warranty by the Borrower on the date of such Borrowing as to the facts specified
in clauses (b), (c) and (d) of this Section.

                                   ARTICLE 4.
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants that:



                                       21
<PAGE>

     Section 4.1. Corporate Existence and Power. The Borrower is a corporation
validly existing and in good standing under the laws of Delaware, and has all
corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.

     Section 4.2. Corporate and Governmental Authorization; No Contravention.
The execution, delivery and performance by the Borrower of this Agreement and
the Notes are within the Borrower's corporate powers, have been authorized by
all necessary corporate action, require no action by or in respect of, or
(except for informational filings under section 13 or 15(d) of the Exchange Act)
filing with, any governmental body, agency or official and do not contravene, or
constitute a default under, any provision of applicable law or regulation or of
the certificate of incorporation or by-laws of the Borrower or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the
Borrower or result in the creation or imposition of any Lien on any asset of the
Borrower or any of its Subsidiaries.

     Section 4.3. Binding Effect. This Agreement constitutes a valid and binding
agreement of the Borrower and the Notes, when executed and delivered in
accordance with this Agreement, will constitute valid and binding obligations of
the Borrower.

     Section 4.4. Financial Information.

     (a) The consolidated balance sheets of the Borrower and its Consolidated
Subsidiaries as at October 31, 1998 and 1999, and the related consolidated
statements of income and retained income and cash flows for each of the three
years in the period ended October 31, 1999, reported on by
PricewaterhouseCoopers and incorporated by reference in the Borrower's 1999 Form
10-K, a copy of which has been delivered to each of the Banks, present fairly,
in all material respects, the consolidated financial position of the Borrower
and its Consolidated Subsidiaries as at such dates and the results of their
operations and their cash flows for each such year, in conformity with generally
accepted accounting principles.

     (b) The unaudited consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of July 31, 2000 and the related unaudited
consolidated statements of income for the three and six months ended July 31,
2000 and the unaudited consolidated statement of cash flows for the six months
ended July 31, 2000, set forth in the Borrower's quarterly report for the fiscal
quarter ended July 31, 2000 as filed with the Securities and Exchange Commission
on Form 10-Q, a copy of which has been delivered to each of the Banks, contain
all adjustments (consisting of only normal recurring accruals) necessary to
present fairly the financial position of the Borrower and its Consolidated
Subsidiaries as of July 31, 2000 and the results of their operations for the
three and nine months ended July 31, 2000 and their cash flows for the six
months ended July 31, 2000. These statements have been prepared on the basis of
generally accepted accounting principles and practices applied consistently with
those used in the preparation of the Borrower's 1999 Form 10-K.

     (c) Since July 31, 2000, there has been no material adverse change in the
business or financial position of the Borrower and its Consolidated
Subsidiaries, considered as a whole, nor



                                       22
<PAGE>

have any matters or occurrences come to the Borrower's attention which are
likely to cause any material adverse change in the business or financial
position of the Borrower.

     Section 4.5. Litigation. There is no action, suit or proceeding pending
against, or to the knowledge of the Borrower threatened against, the Borrower or
any of its Subsidiaries before any court or arbitrator or any governmental body,
agency or official in which there is a reasonable possibility of an adverse
decision which could materially adversely affect the business or consolidated
financial position of the Borrower and its Consolidated Subsidiaries, considered
as a whole, or which in any manner draws into question the validity of this
Agreement or the Notes.

     Section 4.6. Compliance with ERISA. Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
which failure or amendment has resulted or could result in the imposition of a
Lien or the posting of a bond or other security under ERISA or the Internal
Revenue Code or (iii) incurred any liability under Title IV of ERISA other than
a liability to the PBGC for premiums under Section 4007 of ERISA.

     Section 4.7. Subsidiaries. Each of the Borrower's Domestic Subsidiaries is
a corporation validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.

     Section 4.8. Not an Investment Company. The Borrower is not an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

                                   ARTICLE 5.
                                    COVENANTS

     The Borrower agrees that, so long as any Bank has any Commitment hereunder
or any amount payable under any Note remains unpaid:

     Section 5.1. Information. The Borrower will deliver to each of the Banks:

     (a) as soon as available and in any event within 90 days after the end of
each fiscal year of the Borrower, a consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of the end of such fiscal year and the
related consolidated statements of income and retained income and cash flows for
such fiscal year, setting forth in each case in comparative form the figures for
the previous fiscal year, all reported on without material qualification by
PricewaterhouseCoopers or other independent public accountants of nationally
recognized standing;



                                       23
<PAGE>

     (b) as soon as available and in any event within 45 days after the end of
each of the first three quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the end of such quarter and the related consolidated statements of income for
such quarter and for the portion of the Borrower's fiscal year ended at the end
of such quarter, and the related consolidated statement of cash flows for the
portion of the Borrower's fiscal year ended at the end of such quarter, prepared
on the basis set forth in Section 4.4(c);

     (c) simultaneously with the delivery of each set of financial statements
referred to in clauses (a) and (b) above, a certificate of a Responsible Officer
(i) stating whether any Default exists on the date of such certificate and, if
any Default then exists, setting forth the details thereof and the action which
the Borrower is taking or proposes to take with respect thereto, and (ii)
setting forth the Total Debt to Total Capitalization Ratio (as defined in
Section 5.9) as in effect on the last day of the immediately preceding fiscal
quarter of the Borrower and showing the calculation thereof in reasonable
detail;

     (d) within five days after a Responsible Officer obtains knowledge of any
Default, if such Default is then continuing, a certificate of a Responsible
Officer setting forth the details thereof and the action which the Borrower is
taking or proposes to take with respect thereto; and

     (e) from time to time such additional information regarding the financial
position or business of the Borrower and its Subsidiaries as the Administrative
Agent, at the request of any Bank, may reasonably request.

     Section 5.2. Maintenance of Property; Insurance. (a) The Borrower will
keep, and will cause each Domestic Subsidiary to keep, all property useful and
necessary in its business in good working order and condition, ordinary wear and
tear excepted.

     (b) The Borrower will, and will cause each of its Domestic Subsidiaries to,
maintain (either in the name of the Borrower or in such Domestic Subsidiary's
own name) with financially sound and responsible insurance companies, insurance
on all their respective properties in at least such amounts and against at least
such risks (and with such risk retention) as are usually insured against in the
same general area by companies of established repute of similar size engaged in
the same or a similar business; and will furnish to the Banks, upon request from
the Administrative Agent, information presented in reasonable detail as to the
insurance so carried.

     Section 5.3. Payment of Taxes and Assessments, Conduct of Business and
Maintenance of Existence. (a) The Borrower will, and will cause each Domestic
Subsidiary to, pay all taxes, assessments and governmental charges lawfully
levied or assessed upon it, its property, or upon any part thereof or upon its
income or profits, or any part thereof, before the same shall become delinquent,
and will observe and conform to all lawful requirements of any governmental
authority relative to any of its property, and all covenants, terms and
conditions upon or under which any of its property is held; and within four
months after receipt of notice of any lawful claims or demands for labor,
materials or supplies or other objects which might become a lien or charge,
material in amount, upon any Principal Property of the Borrower or any Domestic
Subsidiary or the income therefrom, it will pay or cause to be discharged to
make adequate



                                       24
<PAGE>

provision to satisfy and discharge the same; provided that nothing in this
Section 5.3 or elsewhere in this Agreement contained shall require the Borrower
or any Domestic Subsidiary to observe or conform to any requirement of
governmental authority or to cause to be paid or discharged, or to make
provision for, any such claim, demand, lien or charge or to pay any such tax,
assessment or governmental charge so long as the validity thereof shall be
contested in good faith.

     (b) Subject to the other provisions of this Agreement, the Borrower will,
and will cause each Domestic Subsidiary to, maintain its corporate existence and
right to carry on its business and procure all necessary renewals and extensions
thereof and use its best efforts to maintain, preserve and renew all such
rights, powers, privileges and franchises; provided, however, that nothing
herein contained shall be construed to prevent the Borrower or a Domestic
Subsidiary, from ceasing or omitting to exercise any rights, powers, privileges
or franchises (including, in the case of a Domestic Subsidiary, the corporate
existence thereof) which in the judgment of the Board of Directors of the
Borrower or of such Domestic Subsidiary can no longer be profitably exercised,
or to prevent the liquidation of any Domestic Subsidiary or the consolidation or
merger of any Domestic Subsidiary or Domestic Subsidiaries with or into any
other Domestic Subsidiary or Domestic Subsidiaries and/or the Borrower.

     Section 5.4. Compliance with Laws. The Borrower will comply, and cause each
Domestic Subsidiary to comply, in all material respects with all applicable
laws, ordinances, rules, regulations, and requirements of governmental
authorities (including, without limitation, ERISA and the rules and regulations
thereunder and Environmental Laws) except where the necessity of compliance
therewith is contested in good faith by appropriate proceedings.

     Section 5.5. Restrictions on Sale and Lease-Back Transactions. The Borrower
will not, nor will it permit any Domestic Subsidiary to, enter into any
arrangement with any person providing for the leasing by the Borrower or any
Domestic Subsidiary of any Principal Property (except for temporary leases for a
term, including any renewal thereof, of not more than three years and except for
leases between the Borrower and a Domestic Subsidiary or between Domestic
Subsidiaries), which Principal Property has been or is to be sold or transferred
by the Borrower or such Domestic Subsidiary to such person (herein referred to
as a "Sale and Lease-back Transaction") unless the net proceeds of such sale are
at least equal to the fair value (as determined by the Board of Directors) of
such Principal Property and either (a) the Borrower or such Domestic Subsidiary
would be entitled, pursuant to the provisions of (1) clause (i) of paragraph (a)
of Section 5.6 or (2) paragraph (b) of Section 5.6 hereof, to incur Debt secured
by a mortgage on the Principal Property to be leased without equally and ratably
securing the Notes, or (b) the Borrower shall, and in any such case the Borrower
covenants that it will, within 120 days of the effective date of any such
arrangement (or in the case of (ii) below, within six months thereafter pursuant
to a firm purchase commitment entered into within such 120-day period), apply an
amount equal to the fair value (as so determined) of such Principal Property (i)
to the payment or other retirement of Funded Debt incurred or assumed by the
Borrower which ranks senior to or pari passu with the Notes or of Funded Debt
incurred or assumed by any Domestic Subsidiary (other than, in either case,
Funded Debt owned by the Borrower or any Domestic Subsidiary) or (ii) to the
purchase of Principal Property (other than the Principal Property involved in
such sale). For this purpose, Funded Debt means any Debt which by its terms


                                       25
<PAGE>

matures at or is extendable or renewable at the sole option of the obligor
without requiring the consent of the obligee to a date more than 12 months after
the date of the creation of such Debt.

     Section 5.6. Negative Pledge.

     (a) The Borrower will not, nor will it permit any Domestic Subsidiary to,
issue, assume or guarantee any Debt secured by any mortgage, security interest,
pledge, lien or other encumbrance (hereinafter called "mortgage" or "mortgages")
upon any Principal Property of the Borrower or of a Domestic Subsidiary or upon
any shares of stock or indebtedness of any Domestic Subsidiary (whether such
Principal Property, shares of stock or indebtedness is now owned or hereafter
acquired) without in any such case effectively securing, concurrently with the
issuance, assumption or guaranty of any such Debt, the Notes (together with, if
the Borrower shall so determine, any other indebtedness of or guaranteed by the
Borrower or such Domestic Subsidiary ranking equally with the Notes and then
existing or thereafter created) equally and ratably with such Debt; provided,
however, that the foregoing restrictions shall not apply to

          (i) mortgages on any property acquired, constructed or improved by the
     Borrower or any Domestic Subsidiary after the date of this Agreement which
     are created or assumed contemporaneously with, or within 120 days after,
     such acquisition, or completion of such construction or improvement, or
     within six months thereafter pursuant to a firm commitment for financing
     arranged with a lender or investor within such 120-day period, to secure or
     provide for the payment of all or any part of the purchase price of such
     property or the cost of such construction or improvement incurred after the
     date of this Agreement or, in addition to mortgages contemplated by clauses
     (ii) and (iii) below, mortgages on any property existing at the time of
     acquisition thereof, provided that the mortgage shall not apply to any
     property theretofore owned by the Borrower or any Domestic Subsidiary other
     than, in the case of any such construction or improvement, any theretofore
     unimproved real property on which the property so constructed, or the
     improvement, is located;

          (ii) mortgages on any property, shares of stock, or indebtedness
     existing, at the time of acquisition thereof from a corporation which is
     merged with or into the Borrower or a Domestic Subsidiary;

          (iii) mortgages on property of a corporation existing at the time such
     corporation becomes a Domestic Subsidiary;

          (iv) mortgages to secure Debt of a Domestic Subsidiary to the Borrower
     or to another Domestic Subsidiary;

          (v) mortgages in favor of the United States of America or any State
     thereof, or any department, agency or instrumentality or political
     subdivision of the United States of America or any State thereof, to secure
     partial progress, advance or other payments pursuant to any contract or
     statute or to secure any indebtedness incurred for the purpose of financing
     all or any part of the purchase price or the cost of constructing or
     improving the property subject to such mortgages;



                                       26
<PAGE>

          (vi) mortgages on timberlands in connection with an arrangement under
     which the Borrower or a Domestic Subsidiary is obligated to cut or pay for
     timber in order to provide the secured party with a specified amount of
     money, however determined; or

          (vii) mortgages for the sole purpose of extending, renewing or
     replacing in whole or in part Debt secured by any mortgage referred to in
     the foregoing clauses (i) to (iv), inclusive, or in this clause (vii) or
     any mortgage existing on March 1, 1983, provided, however, that the
     principal amount of Debt secured thereby shall not exceed the principal
     amount of Debt so secured at the time of such extension, renewal or
     replacement, and that such extension, renewal or replacement shall be
     limited to all or a part of the property which secured the mortgage so
     extended, renewed or replaced (plus improvements on such property).

     (b) The provisions of subsection (a) of this Section 5.6 shall not apply to
the issuance, assumption or guarantee by the Borrower or any Domestic Subsidiary
of Debt secured by a mortgage which would otherwise be subject to the foregoing
restrictions up to an aggregate amount which, together with all other Debt of
the Borrower and its Domestic Subsidiaries secured by mortgages (other than
mortgages permitted by subsection (a) of this Section 5.6) which would otherwise
be subject to the foregoing restrictions and the Value of all Sale and
Lease-back Transactions (as defined in Section 5.5) in existence at such time
(other than any Sale and Lease-back Transaction which, if such Sale and
Lease-back Transaction had been a mortgage, would have been permitted by clause
(i) of Section 5.6(a) and other than Sale and Lease-back Transactions as to
which application of amounts have been made in accordance with clause (b) of
Section 5.5) does not at the time exceed 5% of Consolidated Net Tangible Assets.

     The term "Value" shall mean, with respect to a Sale and Lease-back
Transaction, as of any particular time, the amount equal to the greater of (1)
the net proceeds from the sale or transfer of the property leased pursuant to
such Sale and Lease-back Transaction or (2) the fair value in the opinion of the
Board of Directors of the Borrower of such property at the time of entering into
such Sale and Lease-back Transaction, in either case divided first by the number
of full years of the term of the lease and then multiplied by the number of full
years of such term remaining at the time of determination, without regard to any
renewal or extension options contained in the lease.

     (c) If at any time the Borrower or any Domestic Subsidiary shall issue,
assume or guarantee any Debt secured by any mortgage and if paragraph (a) of
this Section 5.6 requires that the Notes be secured equally and ratably with
such Debt, the Borrower will promptly deliver to the Administrative Agent

          (i) an officer's certificate stating that the covenant of the Borrower
     contained in paragraph (a) of this Section 5.6 has been complied with; and

          (ii) an opinion of counsel to the effect that such covenant has been
     complied with, and that any instruments executed by the Borrower in the
     performance of such covenant comply with the requirements of such covenant.



                                       27
<PAGE>

     Section 5.7. Consolidations, Mergers and Sales of Assets. (a) The Borrower
shall not consolidate with or merge into any other corporation or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless:

          (i) the corporation formed by such consolidation or into which the
     Borrower is merged or the Person which acquires by conveyance or transfer,
     or which leases, the properties and assets of the Borrower substantially as
     an entirety shall be a corporation organized and existing under the laws of
     the United States of America, any State thereof or the District of Columbia
     and shall expressly assume, by an agreement supplemental hereto, executed
     and delivered to the Administrative Agent, in form satisfactory to the
     Required Banks, the due and punctual payment of the principal of (and
     premium, if any) and interest on all the Notes and the performance of every
     covenant of this Agreement on the part of the Borrower to be performed or
     observed;

          (ii) immediately after giving effect to such transaction, no Default
     shall have happened and be continuing; and

          (iii) the Borrower has delivered to the Administrative Agent an
     officer's certificate and an opinion of counsel, each stating that such
     consolidation, merger, conveyance, transferor lease and supplemental
     agreement comply with this Section 5.7 and that all conditions precedent
     herein provided for relating to such transaction have been complied with.

     (b) Upon any consolidation by the Borrower with or merger by the Borrower
into any other corporation or any conveyance, transfer or lease of the
properties and assets of the Borrower substantially as an entirety in accordance
with Section 5.7, the successor corporation formed by such consolidation or into
which the Borrower is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Borrower under this Agreement with the same effect as if such
successor corporation had been named as the Borrower herein, and thereafter,
except in the case of a lease, the predecessor corporation shall be relieved of
all obligations and covenants under this Agreement and the Notes.

     (c) The Borrower shall not transfer any Principal Property to any one or
more of its Subsidiaries, whether now existing or hereafter acquired.

     Section 5.8. Use of Proceeds. The proceeds of the Loans made under this
Agreement will be used by the Borrower for its general corporate purposes. None
of such proceeds will be used in violation of applicable law.

     Section 5.9. Total Debt to Total Capitalization Ratio. The Total Debt to
Total Capitalization Ratio shall not exceed 0.55:1.00 at any time. For purposes
of this Section:

          "Total Debt to Total Capitalization Ratio" shall mean, as of any date,
     the ratio, in each case with respect to the Borrower and its Consolidated
     Subsidiaries on a consolidated basis, of (a) Total Debt as of such date to
     (b) the sum of (i) the amount



                                       28
<PAGE>

     determined under clause (a) of this defined term, plus (ii) the sum of
     shareholders' equity and deferred income taxes as each may be set forth on
     the consolidated balance sheet of the Borrower most recently delivered
     pursuant to Section 5.1(a) or (b), as the case may be; and

          "Total Debt" means without duplication (i) all Debt, (ii) all
     obligations upon which interest charges are customarily paid, (iii) all
     obligations under conditional sale or other title retention agreements
     relating to property acquired, (iv) all obligations in respect of the
     deferred purchase price of property or services (excluding current accounts
     payable incurred in the ordinary course of business), (v) all Total Debt of
     others secured by (or for which the holder of such Total Debt has an
     existing right, contingent or otherwise, to be secured by) any Lien on
     property owned or acquired by the Borrower or any Consolidated Subsidiary,
     whether or not the Total Debt secured thereby has been assumed, (vi) all
     guarantees of Total Debt of others, (vii) all capital lease obligations,
     (viii) all obligations, contingent or otherwise, of the Borrower and its
     Consolidated Subsidiaries as an account party in respect of letters of
     credit and letters of guaranty, (ix) all obligations to pay a specified
     purchase price for goods or services whether or not delivered or accepted
     (e.g., take-or-pay obligations) or similar obligations, (x) all
     obligations, contingent or otherwise, in respect of bankers' acceptances
     and (xi) to the extent not otherwise included, all net obligations under
     hedging agreements. The Total Debt of any Person shall include the Total
     Debt of any other entity (including any partnership in which such Person is
     a general partner) to the extent such Person is liable therefor as a result
     of such Person's ownership interest in or other relationship with such
     entity, except to the extent the terms of such Total Debt provide that such
     Person is not liable therefor.

                                   ARTICLE 6.
                                    DEFAULTS

     Section 6.1. Events of Default. If one or more of the following events
("Events of Default") shall have occurred and be continuing:

     (a) the Borrower shall fail to pay when due any principal of or interest on
any Money Market Loan, or shall fail to pay within five days of the due date
thereof any principal of or interest on any Committed Loan, any fees or any
other amount payable hereunder;

     (b) the Borrower shall fail to observe or perform any covenant or agreement
contained in this Agreement (other than those covered by clause (a) above) for
60 days after written notice thereof has been given to the Borrower by the
Administrative Agent at the request of any Bank;

     (c) any representation, warranty, certification or statement made by the
Borrower in this Agreement or in any certificate, financial statement or other
document delivered pursuant to this Agreement shall prove to have been incorrect
in any material respect when made (or deemed made);



                                       29
<PAGE>

     (d) the Borrower or any Domestic Subsidiary shall fail to make any payment
in respect of any Material Debt when due or within any applicable grace period;

     (e) any event or condition shall occur which results in the acceleration of
the maturity of any Material Debt or enables (or, with the giving of notice or
lapse of time or both, would enable) the holder of such Debt or any Person
acting on such holder's behalf to accelerate the maturity thereof;

     (f) the Borrower or any Domestic Subsidiary shall commence a voluntary case
or other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due, or shall take any corporate action to authorize any of the
foregoing;

     (g) an involuntary case or other proceeding shall be commenced against the
Borrower or any Domestic Subsidiary seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 90 days; or an order for
relief shall be entered against the Borrower or any Domestic Subsidiary under
the federal bankruptcy laws as now or hereafter in effect;

     (h) any member of the ERISA Group shall fail to pay when due an amount or
amounts aggregating in excess of $10,000,000 which it shall have become liable
to pay under Title IV of ERISA or notice of intent to terminate a Material Plan
shall be filed under Title IV of ERISA by any member of the ERISA Group, any
plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose liability
(other than for premiums under Section 4007 of ERISA) in respect of, or to cause
a trustee to be appointed to administer any Material Plan and such proceeding
shall not have been dismissed within 30 days thereafter; or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which
could cause one or more members of the ERISA Group to incur a current payment
obligation in excess of $75,000,000; or

     (i) a judgment or order for the payment of money in excess of $75,000,000
shall be rendered against the Borrower or any Domestic Subsidiary and such
judgment or order shall continue unsatisfied and unstayed for a period of 60
days;



                                       30
<PAGE>

then, and in every such event, the Administrative Agent shall (i) if requested
by Banks having more than 51% in aggregate amount of the Commitments, by notice
to the Borrower terminate the Commitments and they shall thereupon terminate,
and (ii) if requested by Banks holding Notes evidencing more than 51% in
aggregate principal amount of the Loans, by notice to the Borrower declare the
Notes (together with accrued interest thereon) to be, and the Notes shall
thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; provided that in the case of any of the Events of Default specified in
clause (f) or (g) above with respect to the Borrower, without any notice to the
Borrower or any other act by the Administrative Agent or the Banks, the
Commitments shall thereupon terminate and the Notes (together with accrued
interest thereon) shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower.

     Section 6.2. Notice of Default. The Administrative Agent shall give notice
to the Borrower under Section 6.1 (b) promptly upon being requested to do so by
any Bank and shall thereupon notify all the Banks thereof.

                                   ARTICLE 7.
                                   THE AGENTS

     Section 7.1. Appointment and Authorization. Each Bank irrevocably appoints
and authorizes each Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement and the Notes as are delegated to such
Agent by the terms hereof or thereof, together with all such powers as are
reasonably incidental thereto.

     Section 7.2. Agents and Affiliates. The Bank of New York shall have the
same rights and powers under this Agreement as any other Bank and may exercise
or refrain from exercising the same as though it were not an Agent, and The Bank
of New York and its affiliates may accept deposits from, lend money to, and
generally engage in any kind of business with the Borrower or any Subsidiary or
affiliate of the Borrower as if it were not an Agent hereunder.

     Section 7.3. Action by Agents. The obligations of the Agents hereunder are
only those expressly set forth herein. Without limiting the generality of the
foregoing, no Agent shall be required to take any action with respect to any
Default, except in the case of the Administrative Agent as expressly provided in
Article 6.

     Section 7.4. Consultation with Experts. Each Agent may consult with legal
counsel (who may be counsel for the Borrower), independent public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.

     Section 7.5. Liability of Agents. Neither any Agent nor any of their
respective affiliates nor any of the respective directors, officers, agents or
employees of the foregoing shall be liable for any action taken or not taken by
it in connection herewith (i) with the consent or at the request of the Required
Banks or (ii) in the absence of its own gross negligence or willful misconduct.
Neither any Agent nor any of their respective



                                       31
<PAGE>

affiliates nor any of the respective directors, officers, agents or employees of
the foregoing shall be responsible for or have any duty to ascertain, inquire
into or verify (i) any statement, warranty or representation made in connection
with this Agreement or any borrowing hereunder; (ii) the performance or
observance of any of the covenants or agreements of the Borrower; (iii) the
satisfaction of any condition specified in Article 3, except in the case of the
Administrative Agent receipt of notice required to be given to such Agent; or
(iv) the validity, effectiveness or genuineness of this Agreement, any Notes or
any other instrument or writing furnished in connection herewith. No Agent shall
incur any liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex, facsimile or
similar writing) believed by it to be genuine or to be signed by the proper
party or parties. Without limiting the generality of the foregoing, the use of
the term "agent" in this Agreement with reference to the Agents is not intended
to connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable law. Instead, such term is used merely as a
matter of market custom and is intended to create or reflect only an
administrative relationship between independent contracting parties.

     Section 7.6. Indemnification. Each Bank shall, ratably in accordance with
its Commitment, indemnify each Agent (to the extent not reimbursed by the
Borrower) against any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from such
Agent's gross negligence or willful misconduct) that such Agent may suffer or
incur in connection with this Agreement or any action taken or omitted by such
Agent hereunder.

     Section 7.7. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon any Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon any Agent or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under this Agreement.

     Section 7.8. Successor Agent. Any Agent may resign at any time by giving
written notice thereof to the Banks and the Borrower. Upon any such resignation,
the Borrower shall have the right to appoint a successor Agent, subject to the
approval of the Required Banks. If no successor Agent shall have been so
appointed by the Borrower and approved by the Required Banks, and shall have
accepted such appointment, within 30 days after the retiring Agent gives notice
of resignation, then the retiring Agent may, on behalf of the Banks, appoint a
successor Agent, which shall be a commercial bank organized or licensed under
the laws of the United States of America or of any State thereof and having a
combined capital and surplus of at least $50,000,000. Upon the acceptance of its
appointment as Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent.



                                       32
<PAGE>

     Section 7.9. Syndication Agent and Documentation Agent. Nothing, in this
Agreement shall impose upon the Syndication Agent, in such capacity, or the
Documentation Agent, in such capacity, any duties or obligations whatsoever.

                                   ARTICLE 8.
                             CHANGE IN CIRCUMSTANCES

     Section 8.1. Basis for Determining Interest Rate Inadequate or Unfair. If
on or prior to the first day of any Interest Period for any Fixed Rate
Borrowing:

     (a) the Administrative Agent is advised by the Reference Banks that
deposits in dollars (in the applicable amounts) are not being offered to the
Reference Banks in the relevant market for such Interest Period, or

     (b) in the case of a Committed Borrowing, Banks having 50% or more of the
aggregate amount of the Commitments advise the Administrative Agent that the
Adjusted London Interbank Offered Rate as determined by the Administrative Agent
will not adequately and fairly reflect the cost to such Banks of funding their
Euro-Dollar Loans for such Interest Period, the Administrative Agent shall
forthwith give notice thereof to the Borrower and the Banks, whereupon until the
Administrative Agent notifies the Borrower that the circumstances giving rise to
such suspension no longer exist, the obligations of the Banks to make
Euro-Dollar Loans shall be suspended. Unless the Borrower notifies the
Administrative Agent at least two Domestic Business Days before the date of any
Fixed Rate Borrowing for which a Notice of Borrowing has previously been given
that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a
Committed Borrowing, such Borrowing shall instead be made as a Base Rate
Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR
Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear
interest for each day from and including the first day to but excluding the last
day of the Interest Period applicable thereto at the Base Rate for such day.

     Section 8.2. Illegality. If, on or after the date of this Agreement, the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for any Bank (or its
Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans and
such Bank shall so notify the Administrative Agent, the Administrative Agent
shall forthwith give notice thereof to the other Banks and the Borrower,
whereupon until such Bank notifies the Borrower and the Administrative Agent
that the circumstances giving rise to such suspension no longer exist, the
obligation of such Bank to make Euro-Dollar Loans shall be suspended. Before
giving any notice to the Administrative Agent pursuant to this Section, such
Bank shall designate a different Euro-Dollar Lending Office if such designation
will avoid the need for giving such notice and will not, in the judgment of such
Bank, be otherwise disadvantageous to such Bank. If such Bank shall determine
that it may not lawfully continue to maintain and fund any of its outstanding
Euro-Dollar Loans to maturity



                                       33
<PAGE>

and shall so specify in such notice, the Borrower shall immediately prepay in
full the then outstanding or principal amount of each such Euro-Dollar Loan,
together with accrued interest thereon. Concurrently with prepaying each such
Euro-Dollar Loan, the Borrower shall borrow a Base Rate Loan in an equal
principal amount from such Bank (on which interest and principal shall be
payable contemporaneously with the related Euro-Dollar Loans of the other
Banks), and such Bank shall make such a Base Rate Loan.

     Section 8.3. Increased Cost and Reduced Return. (a) If on or after (x) the
date hereof, in the case of any Committed Loan or any obligation to make
Committed Loans or (y) the date of the related Money Market Quote, in the case
of any Money Market Loan, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency:

          (i) shall subject any Bank (or its Applicable Lending Office) to any
     tax, duty or other charge with respect to its Fixed Rate Loans, its Note or
     its obligation to make Fixed Rate Loans, or shall change the basis of
     taxation of payments to any Bank (or its Applicable Lending Office) of the
     principal of or interest on its Fixed Rate Loans or any other amounts due
     under this Agreement in respect of its Fixed Rate Loans or its obligation
     to make Fixed Rate Loans (except for changes in the rate of tax on the
     overall net income of such Bank or its Applicable Lending Office imposed by
     the jurisdiction in which such Bank's principal executive office or
     Applicable Lending Office is located); or

          (ii) shall impose, modify or deem applicable any reserve (including,
     without limitation, any such requirement imposed by the Board of Governors
     of the Federal Reserve System, but excluding with respect to any
     Euro-Dollar Loan, any such requirement included in an applicable
     Euro-Dollar Reserve Percentage), special deposit, insurance assessment or
     similar requirement against assets of, deposits with or for the account of,
     or credit extended by, any Bank (or its Applicable Lending Office) or shall
     impose on any Bank (or its Applicable Lending Office) or on the London
     interbank market any other condition affecting its Fixed Rate Loans, its
     Note or its obligation to make Fixed Rate Loans;

and the result of any of the foregoing is to increase the cost to such Bank (or
its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or
to reduce the amount of any sum received or receivable by such Bank (or its
Applicable Lending Office) under this Agreement or under its Note with respect
thereto, by an amount deemed by such Bank to be material, then, within 15 days
after demand by such Bank (with a copy to the Administrative Agent), the
Borrower shall pay to such Bank such additional amount or amounts as will
compensate such Bank for such increased cost or reduction.

     (b) If any Bank shall have determined that, after the date hereof, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change in any such law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental



                                       34
<PAGE>

authority, central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has of would have the effect of reducing the rate of return
on capital of such Bank (or its Parent) as a consequence of such Bank's
obligations hereunder to a level below that which such Bank (or its Parent)
could have achieved but for such adoption, change, request or directive (taking
into consideration its policies with respect to capital adequacy) by an amount
deemed by such Bank to be material, then from time to time, within 15 days after
demand by such Bank (with a copy to the Administrative Agent), the Borrower
shall pay to such Bank such additional amount or amounts as will compensate such
Bank (or its Parent) for such reduction.

     (c) Each Bank will promptly notify the Borrower and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Bank to compensation pursuant to this Section and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate
of any Bank claiming compensation under this Section and setting forth a
calculation in reasonable detail of the additional amount or amounts to be paid
to it hereunder shall be conclusive if prepared in good faith and on a
reasonable basis. In determining such amount, such Bank may use any reasonable
averaging and attribution methods. Notwithstanding the foregoing subsections (a)
and (b) of this Section 8.3, the Borrower shall only be obligated to compensate
any Bank for any amount arising or accruing during (i) any time or period
commencing on the date on which such Bank notifies the Administrative Agent and
the Borrower that it proposes to demand such compensation and identifies to the
Administrative Agent and the Borrower the statute, regulation or other basis
upon which the claimed compensation is or will be based and (ii) any time or
period during which such Bank did not know that such amount would arise or
accrue because of the retroactive application of such statute, regulation or
other basis.

     Section 8.4. Base Rate Loans Substituted for Affected Fixed Rate Loans. If
(i) the obligation of any Bank to make Euro-Dollar Loans has been suspended
pursuant to Section 8.2 or (ii) any Bank has demanded compensation under Section
8.3(a) and the Borrower shall, by at least five Euro-Dollar Business Days' prior
notice to such Bank through the Administrative Agent, have elected that the
provisions of this Section shall apply to such Bank, then, unless and until such
Bank notifies the Borrower that the circumstances giving rise to such suspension
or demand for compensation no longer exist:

     (a) all Loans which would otherwise be made by such Bank as Euro-Dollar
Loans shall be made instead as Base Rate Loans (on which interest and principal
shall be payable contemporaneously with the related Fixed Rate Loans of the
other Banks), and

     (b) after each of its Euro-Dollar Loans has been repaid, all payments of
principal which would otherwise be applied to repay such Fixed Rate Loans shall
be applied to repay its Base Rate Loans instead.

     Section 8.5. Substitution of Bank. If any Bank has demanded compensation
under Section 8.3, the Borrower shall have the right, with the assistance of the
Administrative Agent, to



                                       35
<PAGE>

seek a substitute bank or banks (which may be one or more of the Banks) to
purchase the Note and assume the Commitment of such Bank.

                                   ARTICLE 9.
                                 MISCELLANEOUS

     Section 9.1. Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including bank wire, telex, facsimile
transmission or similar writing) and shall be given to such party: (x) in the
case of the Borrower or the Administrative Agent, at its address or telex number
set forth on the signature pages hereof, (y) in the case of any Bank, at its
address or telex number set forth in its Administrative Questionnaire or (z) in
the case of any party, such other address or telex number as such party may
hereafter specify for the purpose by notice to the Administrative Agent and the
Borrower. Each such notice, request or other communication shall be effective
when received at the address specified in this Section.

     Section 9.2. No Waivers. No failure or delay by any Agent or Bank in
exercising any right, power or privilege hereunder or under any Note shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.

     Section 9.3. Expenses; Documentary Taxes; Indemnification. (a) The Borrower
shall pay (i) all out-of-pocket expenses of the Agents, including fees and
disbursements of special counsel for the Agents, in connection with the
preparation and administration of this Agreement, any waiver or consent
hereunder or any amendment hereof or any Default or alleged Default hereunder
and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by
any Agent or Bank, including fees and disbursements of counsel, in connection
with such Event of Default and collection, bankruptcy, insolvency and other
enforcement proceedings resulting therefrom. The Borrower shall indemnify each
Bank against any transfer taxes, documentary taxes, assessments or charges made
by any governmental authority by reason of the execution and delivery of this
Agreement or the Notes.

     (b) The Borrower agrees to indemnify each Bank and its respective
Affiliates and the respective directors, officers, employees, agents and
advisors of such Bank and such Bank's Affiliates (each of the foregoing being an
"Indemnified Person") and hold each Indemnified Person harmless from and against
any and all liabilities, losses, damages, costs and expenses of any kind,
including, without limitation, the reasonable fees and disbursements of counsel,
which may be incurred by such Indemnified Person (or by any Agent (together with
its officers, directors, employees, agents and advisors and Affiliates) in
connection with its actions as Agent hereunder) in connection with any
investigative, administrative or judicial proceeding (whether or not such
Indemnified Person shall be designated a party thereto) relating to or arising
out of this Agreement or any actual or proposed use of proceeds of Loans
hereunder; provided that no Indemnified Person shall have the right to be
indemnified hereunder for its own gross negligence or willful misconduct.



                                       36
<PAGE>

     Section 9.4. Sharing of Set-Offs. Each Bank agrees that if it shall, by
exercising any right of set-off or counterclaim or otherwise, receive payment of
a proportion of the aggregate amount of principal and interest due with respect
to any Note held by it which is greater than the proportion received by any
other Bank in respect of the aggregate amount of principal and interest due with
respect to any Note held by such other Bank, the Bank receiving such
proportionately greater payment shall purchase such participations in the Notes
held by the other Banks, and such other adjustments shall be made, as may be
required so that all such payments of principal and interest with respect to the
Notes held by the Banks shall be shared by the Banks pro rata; provided that
nothing in this Section shall impair the right of any Bank to exercise any right
of set-off or counterclaim it may have and to apply the amount subject to such
exercise to the payment of indebtedness of the Borrower other than its
indebtedness under the Notes. The Borrower agrees, to the fullest extent it may
effectively do so under applicable law, that any holder of a participation in a
Note, whether or not acquired pursuant to the foregoing arrangements, may
exercise rights of set-off or counterclaim and other rights with respect to such
participation as if such holder of a participation were a direct creditor of the
Borrower in the amount of such participation.

     Section 9.5. Amendments and Waivers. Any provision of this Agreement or the
Notes may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed by the Borrower and the Required Banks (and, if the rights
or duties of any Agent are affected thereby, by such Agent); provided that no
such amendment or waiver shall, unless signed by all the Banks, (i) increase or
decrease the Commitment of any Bank or subject any Bank to any additional
obligation, (ii) reduce the principal of or rate of interest on any Loan or any
fees hereunder, (iii) postpone the date fixed for any payment of principal of or
interest on any Loan or any fees hereunder or for any reduction or termination
of any Commitment, (iv) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Notes, or the number of Banks, which
shall be required for the Banks or any of them to take any action under this
Section or any other provision of this Agreement or (v) change any provision
hereof in any manner that would alter the pro rata sharing of payments required
by this Agreement or the Notes.

     Section 9.6. Successors and Assigns. (a) The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that the Borrower may not assign or
otherwise transfer any of its rights under this Agreement without the prior
written consent of all Banks; and provided further that except as contemplated
by sub-sections (b), (e) and (f) of this Section 9.6, by Section 9.4 and by the
definition of Applicable Lending Office, no Bank may assign, grant
participations in or otherwise transfer any of its rights or obligations under
this Agreement.

     (b) Any Bank may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it), provided that (i) except in
the case of an assignment to a Bank or an Eligible Affiliate, each of the
Borrower and the Administrative Agent must give its prior written consent to
such assignment (which consent shall not be unreasonably withheld or delayed),
(ii) except in the case of an assignment to a Bank or an Eligible Affiliate or
an assignment of the entire remaining amount of the assigning Bank's Commitment,
the amount of the Commitment



                                       37
<PAGE>

of the assigning Bank subject to each such assignment (determined as of the date
the Assignment and Acceptance with respect to such assignment is delivered to
the Administrative Agent) shall not be less than $10,000,000 unless the Borrower
and the Administrative Agent otherwise consent, (iii) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance together with, unless otherwise agreed by the Administrative
Agent, a processing and recordation fee of $3,500, and (iv) the assignee, if it
shall not be a Bank, shall deliver to the Administrative Agent an Administrative
Questionnaire, and provided further, that any consent of the Borrower otherwise
required under this paragraph shall not be required if a Default has occurred
and is continuing. Subject to acceptance and recording thereof pursuant to
paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance, the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Bank under the Agreement, and the assigning
Bank thereunder shall, to the extent of the interest assigned by such Assignment
and Acceptance, be released from its obligations under the Agreement (and, in
the case of an Assignment and Acceptance covering all of the assigning Bank's
rights and obligations under the Agreement, such Bank shall cease to be a party
hereto but shall continue to be entitled to the benefits of Sections 2.13, 8.3,
and 9.3). Any assignment or transfer by a Bank of rights or obligations under
the Agreement that does not comply with this paragraph shall be treated for
purposes of the Agreement as a sale by such Bank of a participation in such
rights and obligations in accordance with paragraph (e) of this Section. For
purposes of this Section 9.6(b), "Eligible Affiliate" means, with respect to any
Bank, any Affiliate hereof that has combined capital and surplus of at least
$250,000,000.

     (c) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices in New York City a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Banks, and the Commitment of, and principal
amount of the Loans owing to, each Bank pursuant to the terms hereof from time
to time (the "Register"). The entries in the Register shall be conclusive absent
clearly demonstrable error, and the Borrower and each Bank and the
Administrative Agent may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Bank hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Bank and the Administrative
Agent, at any reasonable time and from time to time upon reasonable prior
notice.

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

     (e) Any Bank may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in any of its Loans.
In the event of any such grant by a Bank of a participating interest to a
Participant, whether or not upon notice to the Borrower and the



                                       38
<PAGE>

Administrative Agent, the Borrower and the Administrative Agent shall continue
to deal solely and directly with such Bank in connection with such Bank's rights
and obligations under this Agreement. Any agreement pursuant to which any Bank
may grant such a participating interest shall provide that such Bank shall
retain the sole right and responsibility to enforce the obligations of the
Borrower hereunder including, without limitation, the right to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such participation agreement may provide that such Bank will not agree to
any modification, amendment or waiver of this Agreement described in clause (i)
or (iii) of Section 9.5 without the consent of the Participant. The Borrower
agrees that each Participant shall, to the extent provided in its participation
agreement, be entitled to the benefits of Article 8 with respect to its
participating interest.

     (f) Any Bank may at any time assign as collateral security all or any
portion of its rights under this Agreement and its Note, including without
limitation to a Federal Reserve Bank. No such assignment shall release the
transferor Bank from its obligations hereunder.

     (g) No Participant in any Bank's Loans shall be entitled to receive any
greater payment under Section 8.3 than such Bank would have been entitled to
receive.

     Section 9.7. Collateral. Each of the Banks represents to each Agent and
each of the other Banks that it in good faith is not relying upon any "margin
stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

     Section 9.8. New York Law. This Agreement and each Note shall be construed
in accordance with and governed by the law of the State of New York.

     Section 9.9. Jurisdiction; Consent to Service of Process

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

     (b) The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the Notes in any court referred
to in paragraph (a) of this Section. Each of the parties hereto hereby


                                       39
<PAGE>

irrevocably waives, to the fullest extent permitted by applicable law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

     (c) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 9.1. Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.

     Section 9.10. Jury Trial

     EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT OR ANY NOTE. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     Section 9.11. Counterparts; Integration. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement constitutes the entire agreement and understanding among the
parties hereto and supersedes any and all prior agreements and understandings,
oral or written, relating to the subject matter hereof.




                                       40
<PAGE>


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


                                WESTVACO CORPORATION


                                By:   /s/ Karen R. Osar
                                     -------------------------------------------
                                     Title:  Senior Vice President and
                                            Chief Financial Officer

                                     Address:     299 Park Avenue
                                                  New York, New York 10171
                                     Facsimile:   (212) 318-5060






<PAGE>
                              WESTVACO CORPORATION
                                CREDIT AGREEMENT



$75,000,000                          THE BANK OF NEW YORK


                                     By:  /s/ Eliza S. Adams
                                         ---------------------------------------
                                     Title:  Vice President




<PAGE>
                              WESTVACO CORPORATION
                                CREDIT AGREEMENT



$75,000,000                          CITIBANK, N.A.


                                     By:  /s/ Wolfgang Viragh
                                          --------------------------------------
                                          Title:  Vice President





<PAGE>
                              WESTVACO CORPORATION
                                CREDIT AGREEMENT



$75,000,000                             BANK OF AMERICA, N.A.


                                        By:  /s/ Michael Balok
                                             -----------------------------------
                                             Title: Managing Director




<PAGE>
                              WESTVACO CORPORATION
                                CREDIT AGREEMENT



$35,000,000                            THE CHASE MANHATTAN BANK


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




<PAGE>
                              WESTVACO CORPORATION
                                CREDIT AGREEMENT



$30,000,000                             COMMERZBANK AG NEW YORK AND GRAND
                                        CAYMAN BRANCHES


                                        By:  /s/ Robert J. Donohue
                                             -----------------------------------
                                             Title: Senior Vice President


                                        By:  /s/ Peter Doyle
                                             -----------------------------------
                                             Title: Assistant Vice President




<PAGE>
                              WESTVACO CORPORATION
                                CREDIT AGREEMENT



$30,000,000                             FLEET NATIONAL BANK


                                        By:  /s/ Renata Lucia Valgas Salgado
                                             -----------------------------------
                                             Title: Senior Associate




<PAGE>
                              WESTVACO CORPORATION
                                CREDIT AGREEMENT



$30,000,000                           MORGAN GUARANTY TRUST COMPANY OF NEW YORK


                                      By:  /s/ Carl J. Mehldau, Jr.
                                           -------------------------------------
                                           Title:  Associate




<PAGE>
                              WESTVACO CORPORATION
                                CREDIT AGREEMENT



$30,000,000                            NATIONAL CITY BANK


                                       By:  /s/ Lyle P. Cunningham
                                            ------------------------------------
                                            Title:  Vice President




<PAGE>
                              WESTVACO CORPORATION
                                CREDIT AGREEMENT



$30,000,000                             THE NORTHERN TRUST COMPANY


                                        By:  /s/ Tracy J. Toulouse
                                             -----------------------------------
                                             Title: Vice President




<PAGE>
                              WESTVACO CORPORATION
                                CREDIT AGREEMENT



$30,000,000                             SUNTRUST BANK


                                        By:  /s/ W. David Wisdom
                                             -----------------------------------
                                             Title:  Vice President




<PAGE>
                              WESTVACO CORPORATION
                                CREDIT AGREEMENT



$30,000,000                             WACHOVIA BANK, N.A.


                                        By:  /s/ William C. Christie
                                             -----------------------------------
                                             Title: Senior Vice President




<PAGE>
                              WESTVACO CORPORATION
                                CREDIT AGREEMENT



$30,000,000                              BBL INTERNATIONAL (UK) LIMITED


                                         By:  /s/ M-C Swinnen
                                              ----------------------------------
                                              Title: Authorized Signatory







<PAGE>
                              WESTVACO CORPORATION
                                CREDIT AGREEMENT




                                     THE BANK OF NEW YORK,
                                     as Administrative Agent


                                     By:  /s/ Eliza S. Adams
                                          ---------------------------------
                                     Title:    Vice President
                                     Address:  One Wall Street
                                     New York, New York  10286
                                               Attention:  Eliza S. Adams
                                               Facsimile:  (212) 635-1480

                                               with a copy to:
                                               The Bank of New York
                                               One Wall Street
                                               New York,  New York  10286
                                               Attention: Carolyn Surles
                                               Facsimile: (212) 635-6365/66




</TEXT>
</DOCUMENT>
