MEADWESTVACO CORP
LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.XXVI
<SEQUENCE>10
<FILENAME>dex10xxvi.txt
<DESCRIPTION>LEASE AGREEMENT
<TEXT>
<PAGE>

                                                                 Exhibit 10.xxvi




                        THE INDUSTRIAL DEVELOPMENT BOARD
                            OF THE CITY OF STEVENSON



                                      and



                              THE MEAD CORPORATION





                                LEASE AGREEMENT




                           Dated as of March 1, 1998



Relating to Environmental Improvement Revenue Bonds (The Mead Corporation
Project) of The Industrial Development Board of the City of Stevenson
<PAGE>

                                TABLE OF CONTENTS

(The Table of Contents for this Lease Agreement is for convenience of reference
only and is not intended to define, limit or describe the scope or intent of any
provisions of this Lease Agreement.)

<TABLE>
<CAPTION>
                                                                                                                           Page
                                                                                                                           ----
<S>                                                                                                                        <C>
ARTICLE I - DEFINITIONS..................................................................................................     1
     Section 1.1   Definitions...........................................................................................     1
     Section 1.2   Certain Rules of Interpretation.......................................................................     8

ARTICLE II - REPRESENTATIONS.............................................................................................     8
     Section 2.1   Representations by the Issuer.........................................................................     8
     Section 2.2   Representations by the Company........................................................................    10

ARTICLE III - LEASING CLAUSES AND TITLE TO PROJECT.......................................................................    11
     Section 3.1   Lease of the Project..................................................................................    11
     Section 3.2   Title to Project......................................................................................    11
     Section 3.3   Quiet Enjoyment.......................................................................................    11

ARTICLE IV - ACQUISITION, CONSTRUCTION, INSTALLATION,EQUIPPING AND COMPLETION OF THE PROJECT;ISSUANCE OF THE BONDS.......    11
     Section 4.1   Acquisition, Construction, Installation, Equipping and Completion of the Project......................    11
     Section 4.2   Issuance of Bonds; Disbursements from the Project Funds...............................................    13
     Section 4.3   Establishment of Completion Date; Excess Proceeds.....................................................    13
     Section 4.4   Insufficiency of Project Funds........................................................................    14
     Section 4.5   Issuer to Pursue Remedies Against Suppliers, Contractors and Subcontractors and Their Sureties........    14

ARTICLE V - EFFECTIVE DATE OF THIS AGREEMENT;DURATION OF LEASE TERM; RENTAL PROVISIONS...................................    15
     Section 5.1   Effective Date of This Agreement; Duration of Lease Term..............................................    15
     Section 5.2   Delivery and Acceptance of Possession.................................................................    15
     Section 5.3   Rental Payments.......................................................................................    15
     Section 5.4   Obligation of the Company Unconditional...............................................................    16
     Section 5.5   Assignment and Pledge of Rental Payments and the Agreement............................................    17
     Section 5.6   Purchase of Bonds.....................................................................................    17
     Section 5.7   Mandatory Purchase of Bonds...........................................................................    17
     Section 5.8   Determination of Interest Rate Periods................................................................    18

ARTICLE VI - SPECIAL COVENANTS...........................................................................................    18
     Section 6.1   Use of Project........................................................................................    18
     Section 6.2   Use of Proceeds.......................................................................................    18
     Section 6.3   Indemnity Against Claims..............................................................................    18
     Section 6.4   Inspection of the Project.............................................................................    19
     Section 6.5   Company to Maintain Its Corporate Existence; Conditions Under Which Exceptions Permitted..............    19
     Section 6.6   Ownership; Further Assurances and Corrective Instruments..............................................    19
     Section 6.7   Maintenance of Project by Company.....................................................................    19
     Section 6.8   Redemption or Purchase of Bonds.......................................................................    20
     Section 6.9   Investment of Bond Fund and Project Fund Moneys Permitted.............................................    21
     Section 6.10  Non-Arbitrage Covenant................................................................................    21
     Section 6.11  Removal and Substitution of Portions of Project.......................................................    22
     Section 6.12  Taxes, Other Governmental Charges and Utility Charges.................................................    23
     Section 6.13  Insurance Required....................................................................................    24
     Section 6.14  Application of Net Proceeds of Insurance..............................................................    24
     Section 6.15  Additional Provisions Respecting Insurance............................................................    24
     Section 6.16  Granting of Easements.................................................................................    24
     Section 6.17  Release of Certain Land...............................................................................    25

ARTICLE VII - DAMAGE, DESTRUCTION AND CONDEMNATION.......................................................................    26
     Section 7.1   Damage and Destruction................................................................................    26
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                        <C>
     Section 7.2   Condemnation........................................................................    26
     Section 7.3   Condemnation of Company-Owned Property..............................................    27

ARTICLE VIII - ASSIGNMENT, SUBLEASING, PLEDGING AND SELLING; REDEMPTION; RENT PREPAYMENT AND
     ABATEMENT; OPTION AND OBLIGATION TO PURCHASE PROJECT; OPTION TO EXTEND TERM OF AGREEMENT..........    28
     Section 8.1   Assignment and Subleasing...........................................................    28
     Section 8.2   Pledge Under Indenture..............................................................    28
     Section 8.3   Restrictions on Sale of Project by Issuer...........................................    28
     Section 8.4   Prepayment of Rents; Option to Purchase Project; Obligation to Purchase Project.....    29
     Section 8.5   Rent Abatements If Bonds Paid Prior to Maturity.....................................    30
     Section 8.6   References to Bonds Ineffective After Bonds Paid....................................    30
     Section 8.7   Option to Extend....................................................................    31

ARTICLE IX - AMENDMENTS AND SUPPLEMENTS................................................................    31
     Section 9.1   Additional Bonds....................................................................    31
     Section 9.2   Conveyance of Project...............................................................    31
     Section 9.3   No Other Amendments.................................................................    31

ARTICLE X - EVENTS OF DEFAULT AND REMEDIES.............................................................    32
     Section 10.1  Events of Default...................................................................    32
     Section 10.2  Remedies on Default.................................................................    33
     Section 10.3  Agreement to Pay Attorneys' Fees and Expenses.......................................    34
     Section 10.4  No Additional Waiver Implied by One Waiver..........................................    34
     Section 10.5  Notice of Default...................................................................    34

ARTICLE XI - MISCELLANEOUS.............................................................................    34
     Section 11.1  Notices.............................................................................    34
     Section 11.2  Binding Effect......................................................................    35
     Section 11.3  Severability........................................................................    35
     Section 11.4  Amounts Remaining in the Bond Fund..................................................    35
     Section 11.5  Termination.........................................................................    35
     Section 11.6  Execution in Counterparts...........................................................    35
     Section 11.7  Applicable Law......................................................................    35
     Section 11.8  Captions............................................................................    35
     Section 11.9  Recording of Agreement..............................................................    35
     Section 11.10 Net Lease...........................................................................    35

Exhibit A   Project Land...............................................................................   A-1
Exhibit B   Description of Project.....................................................................   B-1
Exhibit C   Form of Requisition........................................................................   C-1
</TABLE>
<PAGE>

                                 LEASE AGREEMENT
                                 ---------------


     THIS LEASE AGREEMENT, dated as of March 1, 1998, between  THE INDUSTRIAL
DEVELOPMENT BOARD OF THE CITY OF STEVENSON, a public corporation duly organized
and existing under the laws of the State of Alabama, as lessor (the "Issuer"),
and THE MEAD CORPORATION, a corporation organized and existing under the laws of
the State of Ohio (the "Company"), evidencing the agreement of the parties
hereto.

                              W I T N E S S E T H:
                               -------------------

     In consideration of the respective representations and agreements
hereinafter contained, the parties hereto agree as follows (provided that in the
performance of the agreements of the Issuer herein contained, any obligation the
Issuer may thereby incur for the payment of money shall not be a general debt,
liability or obligation of the Issuer, or of the State or any political
subdivision thereof, but shall be payable solely out of the rents, revenues and
proceeds derived from this Agreement (hereinafter defined) and the sale of the
Bonds referred to herein:


                                    ARTICLE I
                                   DEFINITIONS

     Section 1.1  Definitions.  In addition to the words and terms elsewhere
defined herein, the following words and terms as used herein have the following
meanings unless the context or use clearly indicates another or different
meaning or intent, and any other words and terms not defined herein and defined
in the Series 1998A Indenture have the same meanings as assigned to them in the
Series 1998A Indenture when used herein unless the context or use clearly
indicates another or different meaning or intent:

     "Act" means the statutes codified as Code of Alabama 1975, Title 11,
Chapter 54, Article 4, as amended and supplemented and at the time in force and
effect.

     "Additional Bonds" means bonds that may be issued under any Subsequent
Indenture and that are provided for in this Agreement or one or more
Supplemental Leases as provided in Section 9.1 of this Agreement.

     "Agreement" means this Lease Agreement and any amendments and supplements
hereto.

     "Authorized Company Representative" means any person or persons designated
to act on behalf of the Company by a certificate filed with the Issuer and a
Trustee containing the specimen signature of each such person and signed by the
President, Vice President or Treasurer of the Company.

     "Authorized Issuer Representative" means any person or persons designated
to act on behalf of the Issuer by a certificate filed with the Issuer and a
Trustee containing the specimen signature of each such person and signed by the
Chairman or Secretary of the Issuer.

     "Bond Counsel" means an attorney-at-law or a firm of attorneys of
nationally recognized standing in matters pertaining to the tax-exempt nature of
interest on bonds issued by states and their political subdivisions, duly
admitted to the practice of law before the highest court of any state of the
United States of America, selected by the Company and acceptable to the
applicable Trustee.

     "Bond Funds" means the Series 1998A Bond Fund and any similar funds created
under Subsequent Indentures for payment of principal and interest on Additional
Bonds.
<PAGE>

     "Bonds" means the Series 1998A Bonds and any Additional Bonds.

     "Business Day" means any day other than (i) a Saturday or Sunday or legal
holiday or a day on which banking institutions in the city or cities (A) in
which the principal offices of any Trustee, Tender Agent or Remarketing Agent
are located or (B) in which drawings under any Credit Facility are required to
be made, are authorized by law to close or (ii) a day on which the New York
Stock Exchange is closed.

     "Code" means the United States Internal Revenue Code of 1986, as amended.
References to the Code and to Sections of the Code shall include relevant final,
temporary or proposed regulations thereunder.

     "Completion Date" means the date of completion of the acquisition,
construction, installation and equipping of the Project (hereinafter defined) as
such date shall be certified as provided in Section 4.3 hereof.

     "Cost of Construction" with respect to the Project means the following:

          (a)  obligations incurred for labor and materials (including
     reimbursements payable to the Company or the Issuer and payments on
     contracts in the name of the Company or the Issuer) in connection with the
     acquisition, construction, installation and equipping of the Project;

          (b)  the cost of contract bonds and of insurance of all kinds that may
     be required or necessary during the course of construction of the Project;

          (c)  all costs of engineering services, including the costs for test
     borings, surveys, estimates, plans and specifications and preliminary
     investigation therefor, and for supervising construction, as well as for
     the performance of all other duties required by or consequent upon the
     proper construction of the Project;

          (d)  overhead of the Company, to the extent not included in
     subparagraph (c) above, allocable to the Project by the Company in
     accordance with generally accepted accounting principles;

          (e)  interest to accrue in respect of the Bonds and costs of any
     Credit Facilities to the Completion Date;

          (f)  amounts paid to the United States Treasury pursuant to
     regulations promulgated pursuant to Section 148(f) of the Code;

          (g)  subject to the limitations of Section 147(g) of the Code, all
     expenses incurred in connection with the issuance of the Bonds or
     Additional Bonds, including without limitation initial compensation and
     expenses of the Trustee, legal expenses and fees, costs of printing and
     engraving, recording and filing fees, compensation of the underwriters, if
     any, and rating agency fees;

          (h)  all other costs which may properly be paid or accrued for the
     acquisition, construction, installation, equipping or financing of the
     Project; and

          (i)  any sums required to reimburse the Company for advances made for
     any of the above items or for any other costs incurred or for work done
     which are properly chargeable to the Project.

     "Event of Default" means any of the occurrences enumerated in Section 10.1
of this Agreement.
<PAGE>

     "Exempt Costs" means Cost of Construction of the Project to the extent that
the payment thereof would constitute, within the meaning of Sections 142(a)(5)
or 142(a)(6) of the Code, the payment of costs to provide facilities that are
sewage or solid waste disposal facilities within the meaning of such sections of
the Code or facilities functionally related and subordinate thereto, excluding
amounts paid as costs of issuance of the Bonds but including fees paid to any
issuer of a Credit Facility during the construction of the Project.

     "Extraordinary Services" and "Extraordinary Expenses" means all services
rendered and all expenses incurred by the Trustees under the Indentures other
than Ordinary Services and Ordinary Expenses.

     "Government Obligations" has the meaning set forth in Article I of the
Series 1998A Indenture.

     "Guarantee" means the Guarantee Agreement dated as of March 1, 1998 by and
between the Company and the Series 1998A Trustee with respect to the Series
1998A Bonds, and with respect to any issue or series of Additional Bonds, any
guarantee agreement between the Company and a Trustee under the Indenture
applicable to such issue or series of Additional Bonds.

     "Indentures" means the Series 1998A Indenture and any Subsequent
Indentures.

     "Issuer" means The Industrial Development Board of the City of Stevenson, a
public corporation of the State created and existing pursuant to the Act by a
Certificate of Incorporation duly filed for record in the office of the Judge of
Probate of Jackson County, Alabama on June 11, 1962, as amended, on March 13,
1973, and its successors and assigns.

     "Lease Term" means the duration of the leasehold interest created hereby as
specified in Section 5.1.

     "Mill" means the corrugating medium mill operated by the Company and
located near Stevenson, Alabama.

     "Net Proceeds" means, with respect to the Bonds, the amount of the proceeds
of the sale of the Bonds deposited into the Project Funds less the amount paid
or to be paid out from such proceeds for the payment of costs of issuance of the
Bonds plus any investment income earned on moneys in the Project Funds.

     "Net Proceeds" means, with respect to any insurance or condemnation awards,
the gross proceeds from the insurance or condemnation award with respect to
which that term is used remaining after the payment of all expenses (including,
without limitation, attorneys' fees and any Extraordinary Expenses of the
Trustees) incurred in the collection of such gross proceeds.

     "Ordinary Services" and "Ordinary Expenses" mean those services normally
rendered and those expenses normally incurred by a trustee under instruments
comparable to the Indentures, including but not limited to reasonable fees of
its counsel.

     "Paying Agent" means the paying agent appointed by the Issuer pursuant to
Section 9.01 of the Series 1998A Indenture and any paying agents appointed
pursuant to the applicable provisions of any Subsequent Indentures.

     "Permitted Encumbrances" means, as of any particular time,

          (a) liens for ad valorem taxes, special assessments or other
     governmental charges not then delinquent or permitted to exist as provided
     in Section 6.12;
<PAGE>

          (b)  this Agreement;

          (c)  such utility, access or other easements and rights-of-way,
     restrictions, reservations, reversions and exceptions as the Authorized
     Company Representative certifies will not materially interfere with or
     impair the operation of the Project (or, if it is not being operated, the
     operations for which it was designed or last modified);

          (d)  unfiled and inchoate mechanics' and materialmen's liens for
     construction work in progress;

          (e)  mechanics', materialmen's, suppliers' and vendors' liens or other
     similar liens not then payable, and those permitted to exist as provided in
     Section 6.7;

          (f)  such minor defects, irregularities, encumbrances, easements,
     rights-of-way and clouds on title as the Authorized Company Representative
     certifies do not, in the aggregate, materially impair the property affected
     thereby for the purpose for which it was acquired or is held by the Issuer
     or the Company;

          (g)  that certain Lease Agreement dated as of September 1, 1974
     between the Company and the Issuer;

          (h)  that certain Mortgage and Indenture of Trust dated as of
     September 1, 1974 between the Issuer and First National Bank of Birmingham,
     as trustee;

          (i)  that certain Lease Agreement dated as of December 1, 1974 between
     the Company and the Issuer;

          (j)  that certain Mortgage and Indenture of Trust dated as of December
     1, 1974 between the Issuer and First National Bank of Birmingham, as
     trustee;

          (k)  that certain Lease Agreement dated as of February 1, 1975 between
     the Company and the Issuer;

          (l)  that certain Mortgage and Indenture of Trust dated as of February
     1, 1975 between the Issuer and First National Bank of Birmingham, as
     trustee;

          (m)  that certain Lease Agreement dated as of June 1, 1978 between the
     Company and the Issuer;

          (n)  that certain Mortgage and Indenture of Trust dated as of June 1,
     1978 between the Issuer and The First National Bank of Birmingham, as
     trustee;

          (o)  that certain Lease Agreement dated as of April 1, 1979 between
     the Company and the Issuer;

          (p)  that certain Mortgage and Indenture of Trust dated as of April 1,
     1979 between the Issuer and The First National Bank of Birmingham, as
     trustee;

          (q)  that certain Lease Agreement dated as of November 1, 1986 between
     the Company and the Issuer;

          (r)  that certain Mortgage and Trust Indenture dated as of November 1,
     1986 between the Issuer and Irving Trust Company, as trustee;
<PAGE>

          (s)  that certain Lease Agreement dated as of April 1, 1991, as
     amended, between the Company and the Issuer;

          (t)  that certain Lease Agreement dated as of December 1, 1993, as
     amended, between the Company and the Issuer;

          (u)  that certain Lease Agreement dated as of February 1, 1996 between
     the Company and the Issuer; and

          (v)  that certain Lease Agreement dated as of June 1, 1997 between the
     Company and the Issuer.

     "Permitted Investments" has the meaning set forth in Article I of the
Series 1998A Indenture.

     "Plans" means the plans and specifications prepared by or on behalf of the
Company for the Project, as the same may be revised from time to time by the
Company in accordance with the second paragraph of Section 4.1 hereof, which are
on file with the Company and accessible to the Issuer.

     "Project" means the acquisition, construction and  installation of sewage
and solid waste disposal facilities, including sewage collection, treatment and
disposal facilities and a chemical recovery and recycling system, including a
recovery boiler and a woodwaste boiler and related wood waste handling systems,
as described in Exhibit "B" hereto.

     "Project Land" means the real property described in Exhibit "A" hereto less
such real property as may be released from this Agreement pursuant to Section
6.17 or taken by the exercise of the power of eminent domain as provided in
Section 7.2.

     "Project Funds" means the Series 1998A Project Fund and the Series 1998B
Project Fund.

     "Project Site" means the site of the Mill.

     "Remarketing Agent" means the remarketing agent appointed in accordance
with Section 12.01 of the Series 1998A Indenture and any additional remarketing
agents appointed in accordance with the applicable provisions of any Subsequent
Indentures.

     "Series 1998A Bonds" means The Industrial Development Board of the City of
Stevenson Environmental Improvement Revenue Bonds (The Mead Corporation
Project), Series 1998A (Taxable) issued in the aggregate principal amount of
$82,500,000.

     "Series 1998A Bond Fund" means the fund created by Section 5.02 of the
Series 1998A Indenture for payment of principal and interest on the Series 1998A
Bonds.

     "Series 1998A Indenture" means the Trust Indenture dated as of March 1,
1998 between the Issuer and the Series 1998A Trustee with respect to the Series
1998A Bonds, pursuant to which the Series 1998A Bonds are authorized to be
issued, as amended or supplemented from time to time.

     "Series 1998A Project Fund" means the fund created pursuant to Section 5.04
of the Series 1998A Indenture.

     "Series 1998A Tender Agent" means the initial and any successor tender
agent appointed in accordance with Section 12.02 of the Series 1998A Indenture.
<PAGE>

     "Series 1998A Trustee" means Citibank, N.A., New York, New York, and its
successors and assigns and any other entity that may be serving as successor
trustee or co-trustee under the Series 1998A Indenture.

     "Series 1998B Bonds" means The Industrial Development Board of the City of
Stevenson Environmental Improvement Revenue Bonds (The Mead Corporation
Project), Series 1998B to be issued in the aggregate principal amount of
$25,000,000.

     "Series 1998B Indenture" means the Trust Indenture to be dated as of April
1, 1998 between the Issuer and a Trustee with respect to the Series 1998B Bonds,
pursuant to which the Series 1998B Bonds are authorized to be issued, as amended
or supplemented from time to time.

     "Series 1998B Project Fund" means the fund to be created under the Series
1998B Indenture for the disbursement of proceeds of the Series 1998B Bonds to
pay costs of the Project.

     "State" means the State of Alabama.

     "Subsequent Indenture" means any one or more Indentures, other than the
Series 1998A Indenture, between the Issuer and a Trustee with respect to any
issue or series of Additional Bonds, which provides for the financing of
additional costs of the Project or the refunding of all or any portion of the
Series 1998A Bonds or any Additional Bonds in accordance with the terms of the
Series 1998A Indenture or any Subsequent Indenture relating to the refunded
Additional Bonds.

     "Supplemental Lease" means any supplement to or amendment of this Agreement
entered into by the Issuer and the Company pursuant to and in accordance with
Section 9.1 hereof.

     "Taxable Bonds" means the Series 1998A Bonds and any Additional Bonds that
are not Tax-Exempt Bonds.

     "Tax-Exempt Bonds" means any Additional Bonds issued by the Issuer under
the Act, the interest on which is excludable from the gross income of the
holders thereof for federal income tax purposes under Section 103 of the Code.

     "Tender Agents" means the Series 1998A Tender Agent and any additional
tender agents appointed in accordance with the applicable provisions of any
Subsequent Indentures.

     "Trust Estate" means, with respect to each Indenture, the property
described in the granting clauses of such Indenture.

     "Trustees" means the Series 1998A Trustee and all other entities, if any,
serving as trustees under any Subsequent Indentures.

     Section 1.2  Certain Rules of Interpretation.  The definitions set forth in
Section 1.1 shall be equally applicable to both the singular and plural forms of
the words and terms therein defined and shall cover all genders.

     "Herein", "hereby", "hereunder", "hereof", "hereinbefore", "hereinafter"
and other equivalent words refer to this Agreement and not solely to the
particular Article, Section or subdivision in which such word is used.

     Reference herein to an Article number (e.g., Article IV) or a Section
number (e.g., Section 3.2) shall be construed to be a reference to the
designated Article number or Section number hereof unless the context or use
clearly indicates another or different meaning or intent.
<PAGE>

                                   ARTICLE II
                                REPRESENTATIONS

     Section 2.1  Representations by the Issuer.  The Issuer makes the following
representations as the basis for the undertakings on its part herein contained:

          (a)  Organization and Authority.  The Issuer is a public corporation
               --------------------------
     duly organized and validly existing under the provisions of the Act by a
     Certificate of Incorporation duly filed for record in the office of the
     Judge of Probate of Jackson County, Alabama on June 11, 1962, as amended on
     March 13, 1973, which Certificate of Incorporation has not been further
     amended or revoked and is of full force and effect.  The Issuer has all
     requisite power and authority under the Act to (i) issue the Series 1998A
     Bonds, (ii) use the proceeds thereof to acquire, construct, install and
     equip the Project, (iii) own, lease and dispose of the Project, and (iv)
     enter into, and perform its obligations under this Agreement and the Series
     1998A Indenture.  This Agreement and the Series 1998A Indenture have been
     duly authorized, executed and delivered by the Issuer and are legal, valid
     and binding agreements enforceable against the Issuer in accordance with
     their respective terms.

          (b)  Pending Litigation.  There are no actions, suits, proceedings,
               ------------------
     inquiries or investigations pending, or, to the knowledge of the Issuer,
     threatened against or affecting the Issuer in any court or before any
     governmental authority or arbitration board or tribunal, which involve the
     possibility of materially and adversely affecting the transactions
     contemplated by this Agreement or the Series 1998A Indenture or which, in
     any way, would adversely affect the validity or enforceability of the
     Series 1998A Bonds, the Series 1998A Indenture, this Agreement or any
     agreement or instrument to which the Issuer is a party and which is used or
     contemplated for use in the consummation of the transactions contemplated
     hereby or thereby.

          (c)  Issue, Sale and Other Transactions Are Legal and Authorized.  The
               -----------------------------------------------------------
     issuance and sale of the Series 1998A Bonds and the execution and delivery
     by the Issuer of this Agreement and the Series 1998A Indenture, and the
     compliance by the Issuer with all of the provisions of each thereof and of
     the Series 1998A Bonds (i) are within the purposes, powers and authority of
     the Issuer, (ii) to the best of the knowledge of the Issuer, have been done
     in full compliance with the provisions of the Act, are legal and will not
     conflict with or constitute on the part of the Issuer a violation of or a
     breach of or default under, or result in the creation of any lien, charge
     or encumbrance upon any property of the Issuer (other than as contemplated
     by this Agreement or the Series 1998A Indenture) under the provisions of,
     any charter instrument, by-law, indenture, mortgage, deed of trust, note
     agreement or other agreement or instrument to which the Issuer is a party
     or by which the Issuer is bound, or any license, judgment, decree, law,
     statute, order, rule or regulation of any court or governmental agency or
     body having jurisdiction over the Issuer or any of its activities or
     properties, and (iii) have been duly authorized by all necessary corporate
     action on the part of the Issuer;

          (d)  Governmental Consents.  Neither the nature of the Issuer nor any
               ---------------------
     of its activities or properties, nor any relationship between the Issuer
     and any other person, nor any circumstance in connection with the offer,
     issue, sale or delivery of any of the Series 1998A Bonds is such as to
     require the consent, approval or authorization of, or the filing,
     registration or qualification with, any governmental authority on the part
     of the Issuer in connection with the execution, delivery and performance of
     this Agreement and the Series 1998A Indenture or the offer, issue, sale or
     delivery of the Series 1998A Bonds, other than those already obtained.  The
     Issuer has filed with the Alabama
<PAGE>

     Securities Commission notification of the Issuer's intention to issue the
     Series 1998A Bonds as required by Code of Alabama, Section 8-6-110 et seq.,
     as amended, and the Director of the Alabama Securities Commission has
     issued a Certificate of Notification with respect to the Series 1998A Bonds
     pursuant to the aforesaid act and said Certificate of Notification has not
     been revoked or rescinded and is in full force and effect;

          (e)  No Defaults.  To the best of the Issuer's knowledge, no event has
               -----------
     occurred and no condition exists with respect to the Issuer which would
     constitute an "Event of Default" as defined in this Agreement or the Series
     1998A Indenture or which, with the lapse of time or with the giving of
     notice or both, would become such an "Event of Default".  The Issuer is not
     in default under the Act or under any charter instrument, by-law or other
     agreement or instrument to which it is a party or by which is it bound;

          (f)  No Prior Pledge.  Neither the Project, this Agreement nor any of
               ---------------
     the payments to be received pursuant to this Agreement have been pledged or
     hypothecated in any manner or for any purpose other than as provided in the
     Series 1998A Indenture as security for the payment of the Series 1998A
     Bonds; and

          (g)  Nature and Location of Project.  The Project will constitute a
               ------------------------------
     "project" within the meaning of the Act, and the acquisition, construction,
     installation and equipping of the Project is in furtherance of the public
     purpose of the Act.  The Project will be located within 25 miles of the
     corporate limits of the City of Stevenson, and no part thereof is located
     within the corporate limits or the police jurisdiction of any other
     incorporated municipality or any county of any state other than Jackson
     County, Alabama.

     Section 2.2  Representations by the Company.  The Company makes the
following representations as the basis for the undertakings on its part herein
contained:

          (a)  Corporate Organization and Power.  The Company (i) is a
               --------------------------------
     corporation duly organized, validly existing and in good standing under the
     laws of the State of Ohio, (ii) is duly qualified to transact business as a
     foreign corporation in the State, and (iii) has all requisite corporate
     power and authority and all necessary licenses and permits to own and
     operate its properties and to carry on its business as now being conducted
     and as presently proposed to be conducted;

          (b)  Pending Litigation.  There is no proceeding pending, or to the
               ------------------
     knowledge of the Company threatened, against or affecting the Company in
     any court or before any governmental authority, arbitration board or
     tribunal which is likely to materially and adversely affect the ability of
     the Company to perform its obligations under this Agreement;

          (c)  Agreements Are Legal and Authorized.  The execution and delivery
               -----------------------------------
     by the Company of this Agreement and the compliance by the Company with all
     of the provisions hereof and thereof (i) are within the corporate power of
     the Company, (ii) will not conflict with or result in any breach of any of
     the provisions of, or constitute a default under or result in the creation
     of any lien, charge or encumbrance upon any property of the Company (other
     than as contemplated by this Agreement and the Series 1998A Indenture)
     under the provisions of the Company's Amended Articles of Incorporation or
     Regulations or any agreement or other instrument to which the Company is a
     party or by which it may be bound, or any license, judgment, decree, law,
     statute, order, rule or regulation of any court or governmental agency or
     body having jurisdiction over the Company or any of its activities or
     properties,
<PAGE>

     and (iii) have been duly authorized by all necessary action on the part of
     the Company;

          (d)  Governmental Consent.  To the knowledge of the Company, neither
               --------------------
     the Company nor any of its business or properties, nor any relationship
     between the Company and any other person, nor any circumstances in
     connection with the execution, delivery and performance by the Company of
     this Agreement is such as to require the consent, approval or authorization
     of, or the filing, registration or qualification with, any governmental
     authority on the part of the Company other than those already obtained;

          (e)  No Defaults.  To the knowledge of the Company, no event has
               -----------
     occurred and no condition exists with respect to the Company that would
     constitute an Event of Default under this Agreement or which, with the
     lapse of time or with the giving of notice or both, would become such an
     Event of Default;

          (f)  Compliance with Law.  To the knowledge of the Company, the
               -------------------
     Company is not in violation of any laws, ordinances, governmental rules or
     regulations to which it is subject and has not failed to obtain any
     licenses, permits, franchises or other governmental authorizations
     necessary to the ownership of its properties or to the conduct of its
     business, which violation or failure to obtain is likely to materially and
     adversely affect the ability of the Company to perform its obligations
     hereunder;

          (g)  Commencement of Construction.  The acquisition, construction,
               ----------------------------
     installation and equipping of the Project commenced after December 27,
     1991, and no obligation relating to the acquisition, construction,
     installation or equipping of the Project was paid or incurred prior to such
     date.


                                  ARTICLE III
                     LEASING CLAUSES AND TITLE TO PROJECT

     Section 3.1  Lease of the Project.  The Issuer hereby leases to the
Company, and the Company hereby leases from the Issuer, the Project at the rent
set forth in Section 5.3 and in accordance with the provisions hereof.

     Section 3.2  Title to Project.  Upon the execution and delivery hereof, the
Issuer agrees that it will furnish to the Company and the Trustee an opinion of
the Issuer's Counsel or other evidence satisfactory to the Company demonstrating
that the Issuer has good fee simple title and/or a leasehold interest in and to
the Project subject only to Permitted Encumbrances.

     Section 3.3  Quiet Enjoyment.  The Issuer warrants and agrees that it will
defend the Company in the quiet enjoyment and peaceable possession of the
Project, free from all claims of all persons claiming by, through or under the
Issuer, throughout the Lease Term, so long as the Company performs the
agreements to be performed by it hereunder, or so long as the period for
remedying any failure in such performance has not expired.


                                  ARTICLE IV
                   ACQUISITION, CONSTRUCTION, INSTALLATION,
                   EQUIPPING AND COMPLETION OF THE PROJECT;
                             ISSUANCE OF THE BONDS

     Section 4.1  Acquisition, Construction, Installation, Equipping and
Completion of the Project.  Not later than the delivery hereof the Issuer will
have acquired fee simple title in and to the Project, and subject to the
provisions of Section 4.4, the Issuer agrees that:
<PAGE>

          (a)  It will acquire, construct, install and equip facilities
     necessary for the Project.  The aforesaid acquisition, construction,
     installation and equipping shall be substantially in accordance with the
     Plans.  The Project shall be the property of the Issuer and subject to the
     terms hereof.

          (b)  Subject to the provisions of the following paragraphs, it will
     cause to be acquired, constructed, installed and equipped such additional
     machinery, equipment and related property described in the attached Exhibit
     "B" and such other items of machinery, equipment and related property as in
     the Company's judgment may be necessary for the operation of the Project.
     Such additional machinery, equipment and related property shall become a
     part of the Project and shall be the property of the Issuer and subject to
     the terms hereof.

     The Issuer and the Company agree that the Company from time to time may
supplement or amend the Plans (including additions thereto or omissions
therefrom), provided that no such amendment may provide for a material addition
to, deletion from or modification of the Plans unless there has been filed with
the Issuer and the Trustee (i) a revised Exhibit "B" containing a description of
the Project as revised by such amendment or modification, the accuracy of which
has been certified by an Authorized Company Representative, and (ii) the written
opinion of a firm of nationally recognized Bond Counsel experienced in the
financing of sewage and solid waste disposal facilities stating that (a) the
Project as provided for in such modified or amended Plans will constitute a
"project" within the meaning of the Act, and (b) the expenditure of moneys from
the Project Fund to pay the Cost of Construction in accordance with such amended
or modified Plans will not impair the exclusion from gross income of interest on
the Tax-Exempt Bonds for purposes of federal income taxation.

     The Issuer hereby makes, constitutes and appoints the Company as its true,
lawful and exclusive agent for the acquisition, construction, installation and
equipping of the Project, and the Company hereby accepts such agency to act and
do all things on behalf of the Issuer, to perform all acts and agreements of the
Issuer hereinabove provided in this Section 4.1, and to bring any actions or
proceedings against any person which the Issuer might bring with respect thereto
as the Company shall deem proper.  The Issuer hereby ratifies and confirms all
actions of, and assumes and adopts all contracts entered into by, the Company
with respect to the Project prior to the date hereof.  This appointment of the
Company to act as agent and all authority hereby conferred or granted is
conferred and granted irrevocably until all activities in connection with the
acquisition, construction, installation and equipping of the Project have been
completed, and shall not be terminated prior thereto by act of the Issuer or of
the Company.  So long as the Company is not in default hereunder, upon the
Completion Date (or at any time prior thereto upon the request of the Company)
the Issuer will assign to the Company all warranties and guarantees of all
contractors, subcontractors, suppliers, architects and engineers for the
furnishing of labor, materials or equipment or supervision or design in
connection with the Project and any rights or causes of action arising from or
against any of the foregoing.

     The Issuer agrees to complete the acquisition, construction, installation
and equipping of the Project as promptly as practicable after receipt of the
proceeds from the sale of the Series 1998A Bonds, to continue said acquisition,
construction, equipping and installation with all reasonable dispatch and to use
its best efforts to cause said acquisition, construction, equipping and
installation to be completed as soon as practicable, delays incident to strikes,
riots, acts of God or the public enemy beyond the reasonable control of the
Issuer only excepted, but if said acquisition, construction and installation is
not completed within the time herein contemplated there shall be no resulting
liability on the part of the Issuer
<PAGE>

and no diminution in or postponement or abatement of the rents and other
payments required by Section 5.3 to be paid by the Company.

     Section 4.2  Issuance of Bonds; Disbursements from the Project Funds.  In
order to provide funds to finance the Cost of Construction, the Issuer agrees
that it initially will issue and deliver the Series 1998A Bonds to the
purchasers thereof and apply and deposit the proceeds thereof in accordance with
the terms of the Series 1998A Indenture.  The Company has approved the Series
1998A Indenture in form and substance, approves the issuance of the Series 1998A
Bonds in accordance with the Series 1998A Indenture and approves the manner and
purposes for which proceeds of the Series 1998A Bonds may be used and invested
pursuant to the Series 1998A Indenture.  The Issuer has authorized and directed
the Series 1998A Trustee to disburse moneys from the Series 1998A Project Fund
for payment or reimbursement of the Cost of Construction.

     Each disbursement from a Project Fund shall be made only upon receipt by
the applicable Trustee  of a written requisition signed by the Authorized
Company Representative in substantially the form of Exhibit "C" attached hereto,
stating with respect to each payment to be made: (a) the requisition number, (b)
the name and address (or wire transfer instructions) of the person, firm or
corporation to whom payment is due, (c) the amount to be paid, (d) identifying
the applicable Project Fund and certifying that each obligation mentioned
therein has been properly incurred and is a proper charge against such Project
Fund, specifying in reasonable detail the purpose and circumstances of such
obligation and certifying that such obligation has not been the basis of any
previous withdrawal from any Project Fund, and (e) with respect to requisitions
for the payment of costs other than Exempt Costs, certifying that, except with
respect to amounts requested for the payment of the costs of issuance of the
Bonds, payment of such requisition will not result in less than 95% of the total
proceeds of the sale of the Bonds expended at that time having been used to pay
Exempt Costs.

     In approving or certifying any requisition under this Section 4.2 the
Issuer and the applicable Trustee may rely as to the completeness and accuracy
of all statements in such requisition upon the approval of or certification to
such requisition by the Authorized Company Representative, and the Company
hereby agrees to indemnify and save harmless the Issuer and the Trustees, and
each of their directors, officers, members, agents and employees from any
liability incurred in connection with any requisition so approved or certified.

     Section 4.3  Establishment of Completion Date; Excess Proceeds.  The
Completion Date shall be evidenced to the Trustees by a certificate of the
Authorized Company Representative: (i) stating that the Project has been
completed substantially in accordance with the Plans, (ii) stating that, except
for amounts retained by any Trustee at the Company's direction for any Cost of
Construction of the Project not then due and payable or which is in dispute, the
entire Cost of Construction of the Project has been paid, and (iii) stating that
not less than 95% of the total proceeds of the sale of the Bonds have been used
to pay Exempt Costs.  Notwithstanding the foregoing, such certificate may state
that it is given without prejudice to any rights against third parties which
exist at the date of such certificates or which may subsequently come into
being.

     If moneys remain in either Project Fund after payment of all of the Cost of
Construction of the Project, such moneys, at the direction of the Company, shall
be used (i) for the redemption of Bonds for which such Project Fund was
established in the largest amount possible at the earliest date permitted by the
applicable Indenture at which the redemption price for such Bonds to be redeemed
is 100% of the principal amount thereof plus accrued interest to the redemption
date, or for the purchase of such Bonds upon completion of the Project as
provided in the applicable Indenture or otherwise for the purpose of
cancellation at any time prior to the earliest date permitted by the
<PAGE>

applicable Indenture for the redemption of such Bonds, (ii) paid into the Bond
Fund established for such Bonds to pay interest on such Bonds, or (iii) a
combination of (i) and (ii) above; provided, however, that if any Tax-Exempt
Bonds are outstanding such moneys shall not be used as described in (i), (ii) or
(iii) above unless the Company supplies the applicable Trustees with an opinion
of Bond Counsel to the effect that such use will not adversely affect the
exclusion from gross income of the interest on the Tax-Exempt Bonds for federal
income tax purposes. The Company agrees that any investments it may direct of
any such amounts that are held in one or more Project Funds or Bond Funds
established for the deposit of proceeds of Tax-Exempt Bonds shall result in a
yield on such investments, computed in accordance with the applicable provisions
of (S)(S) 1.148-0 to 1.148-11 of the Treasury Regulations, not in excess of the
yield (computed in the same manner) on such Tax-Exempt Bonds.

     Section 4.4  Insufficiency of Project Funds.  The Issuer does not make any
warranty, either express or implied, that the amounts in the Project Funds and
available for payment of the Cost of Construction of the Project will be
sufficient to pay all of the Cost of Construction.  The Company agrees that in
the event that moneys in the Project Funds are insufficient to pay all of the
Cost of Construction, the Company shall complete the acquisition, construction,
installation and equipping of the Project, and shall pay or make funds available
to the Issuer to pay that portion of the Cost of Construction in excess of the
moneys available therefor in the Project Funds.  The Company agrees that, if
after exhaustion of the amounts of the Project Funds, it should pay any portion
of the Cost of Construction, it shall not be entitled to any diminution of the
amounts payable under as provided in Section 5.3 hereof.

     Section 4.5  Issuer to Pursue Remedies Against Suppliers, Contractors and
Subcontractors and Their Sureties.  At the direction and sole cost of the
Company (to the extent that such cost is not payable and actually paid from the
Project Funds), the Issuer will promptly proceed, either separately or in
conjunction with others, to exhaust the remedies of the Issuer against any
defaulting supplier, contractor or subcontractor and against any surety
therefor, for the performance of any contract made in connection with the
Project.  If the Company so notifies the Issuer, the Company may, in its own
name or in the name of the Issuer, prosecute or defend any action or proceeding
or take any other action involving any such supplier, contractor, subcontractor
or surety which the Company deems reasonably necessary, and in such event the
Issuer agrees to cooperate fully with the Company and to take all action
necessary, to the extent it might lawfully do so, to effect the substitution of
the Company for the Issuer in any such action or proceeding.  Any moneys
recovered by way of damages, refunds, adjustments or otherwise in connection
with the foregoing prior to the Completion Date shall be paid into the Project
Funds and after the Completion Date shall be used as authorized by Section 4.3.


                                   ARTICLE V
                       EFFECTIVE DATE OF THIS AGREEMENT;
                   DURATION OF LEASE TERM; RENTAL PROVISIONS

     Section 5.1  Effective Date of This Agreement; Duration of Lease Term.
This Agreement shall become effective upon its execution and delivery and the
leasehold interest created hereby with respect to the Project shall then begin,
and, subject to the other provisions hereof, shall expire at midnight, March 1,
2033, or sooner upon payment or redemption of the Bonds as hereinafter provided
subject to extension as provided in Section 8.7.

     Section 5.2  Delivery and Acceptance of Possession.  The Issuer agrees to
deliver to the Company sole and exclusive possession of the Project (subject to
the right of the Issuer and the Trustees to inspect the same pursuant to Section
6.4) on the Completion Date and the Company agrees to accept possession of the
Project upon such delivery; provided, however, that
<PAGE>

the Company shall be permitted such possession of the Project prior to the
Completion Date as shall not interfere with the acquisition, construction,
installation and equipping of the Project.

     Section 5.3  Rental Payments.

          (a)  As rent for the Project, the Company agrees to pay to each
     Trustee, as assignee and pledgee of and for the account of the Issuer, for
     deposit in the respective Bond Fund, amounts sufficient, together with
     other moneys held by such Trustee under the related Indenture and available
     therefor, to pay the principal of, and the redemption premium (if any) and
     the interest on, the Bonds issued under such Indenture as the same become
     due pursuant to the terms of such Indenture, as follows:

               (i)    On or prior to each date upon which interest on any of the
          Bonds is payable under the Indenture relating to such Bonds, a sum
          that will be equal to the interest on such Bonds coming due on such
          dates;

               (ii)   On or prior to any redemption date, or any date on which
          payment is accelerated, for any of the Bonds, a sum equal to the
          principal of, and the redemption premium (if any) and the interest on,
          the Bonds that are to be redeemed or accelerated on such date; and

               (iii)  On or prior to the date or dates on which principal of
          outstanding Bonds issued under any Indenture is due and payable, a sum
          that will be equal to the principal amount of such Bonds coming due on
          such date.

     If the Company defaults in any payment required by this paragraph (a), the
     Company will pay interest (to the extent allowed by law) on such amount
     until paid at the rate provided for in the Bonds on which such amount is
     payable.

          (b)  In furtherance of the foregoing, so long as any Bonds are
     outstanding the Company will pay all amounts required to prevent any
     deficiency by an act or failure to act by any Trustee, the Company, the
     Issuer, any Tender Agent or any other person.

          (c)  The Company will also pay:  (i) the fees of the Trustees for
     rendering Ordinary Services and the Ordinary Expenses of the Trustees and
     any Paying Agents under the Indentures, such fees and expenses to be paid
     directly to the Trustees or Paying Agents for their respective accounts as
     and when such fees and expenses become due and payable, (ii) any fees for
     Extraordinary Services and the Extraordinary Expenses of the Trustees and
     (iii) any expenses in connection with any redemption of Bonds.  The Company
     may, without constituting grounds for an Event of Default hereunder,
     withhold payment of any fees for Ordinary Services and Extraordinary
     Services and Ordinary Expenses and Extraordinary Expenses to contest in
     good faith the necessity of the same or to contest in good faith the
     necessity for any services performed and expenses paid or incurred by any
     Paying Agent.

          (d)  In addition to the payments required to be made by the Company
     pursuant to paragraph (a) above, the Company shall pay to the Trustees
     amounts sufficient to pay, on or prior to each day on which a payment of
     purchase price of a Bond that has been tendered shall become due, an amount
     that will enable the applicable Trustee or Tender Agent, as the case may
     be, to make such payment in full in a timely manner.  All such payments
     shall be made to such Trustee at its principal corporate trust office or to
     such Tender Agent at its principal office, as the case may be, in lawful
     money of the United States of America.
<PAGE>

          (e)  The Company need not pay any amount paid to Bondholders from the
     proceeds of a draw on any Credit Facility.

          (f)  The Company need not pay any amount required to be paid by
     paragraph (d) above to the extent of any amount paid to Bondholders from
     the proceeds of a remarketing of Bonds in accordance with the applicable
     provisions of the Indentures.

     Section 5.4  Obligation of the Company Unconditional.  The obligation of
the Company to make the rental payments and payments of purchase price as
provided in Section 5.3 and to perform and observe the other agreements on its
part contained herein shall be absolute and unconditional notwithstanding any
change in the tax or other laws of the United States of America or of the State
or any political subdivision of either thereof or any failure of the Issuer to
perform and observe any agreement, whether express or implied, or any duty,
liability or obligation arising out of or connected with this Agreement.
Nothing contained in this Section 5.4 shall be construed to release the Issuer
from the performance of any of the agreements on its part herein contained; and,
in the event the Issuer should fail to perform any such agreement on its part,
the Company may institute such action against the Issuer as the Company may deem
necessary to compel performance or recover its damages for nonperformance so
long as such action does not violate the agreements on the part of the Company
contained in the preceding sentence, but in no event shall the Company be
entitled to any diminution of the amounts payable as provided in Section 5.3
hereof.

     Section 5.5  Assignment and Pledge of Rental Payments and the Agreement.
Under each Indenture the Issuer shall assign to the applicable Trustee as
security for the Bonds issued under such Indenture all rights, title and
interest of the Issuer in and to (i) "Revenues" (as defined in such Indenture)
relating to the Bonds issued under such Indenture, (ii) this Agreement insofar
as it relates to all Bonds issued and outstanding under such Indenture (except
for the Issuer's rights providing that notices, approvals, consent, requests and
other communications be given to the Issuer and the Issuer's rights under
Sections 6.3, 6.4 and 10.3 hereof) and (iii) all amounts on deposit from time to
time in the applicable Project Fund and the applicable Bond Fund.  The Company
assents to such assignment and hereby agrees that, as to the Trustee, its
obligations to make such payments shall be absolute and shall not be subject to
any defense or any right of set-off, counterclaim or recoupment arising out of
any breach by the Issuer or the Trustee of any obligation to the Company,
whether hereunder or otherwise, or out of any indebtedness or liability at any
time owing to the Company by the Issuer or the Trustee.

     Section 5.6  Purchase of Bonds.  The Issuer, with the consent of the
Company, has set forth in Section 3.01 of the Series 1998A Indenture the terms
and conditions relating to the purchase of Series 1998A Bonds and has set forth
in Article XII of the Series 1998A Indenture the duties and responsibilities of
the Series 1998A Tender Agent with respect to the purchase of Series 1998A Bonds
and of the Series 1998A Remarketing Agent with respect to the remarketing of
Series 1998A Bonds.  The Company approves the appointment by the Issuer of J.P.
Morgan Securities Inc. as the initial Series 1998A Remarketing Agent and
Citibank, N.A. as the initial Series 1998A Tender Agent and hereby authorizes
and directs the Series 1998A Tender Agent and the Series 1998A Remarketing Agent
to purchase, offer, sell and deliver Series 1998A Bonds in accordance with the
provisions of Section 3.01 and Article XII of the Series 1998A Indenture.  The
Issuer acknowledges that the Series 1998A Remarketing Agent, in undertaking its
duties set forth in the Series 1998A Indenture with respect to the determination
of the interest rates borne by the Series 1998A Bonds, will be acting as agent
for and on behalf of the Issuer.  The Issuer shall have no obligation or
responsibility, financial or otherwise, with respect to the purchase or
remarketing of Series 1998A Bonds or the making or continuation of arrangements
therefor, except that the Issuer shall generally cooperate with the Company, the
Series 1998A Trustee, the Series
<PAGE>

1998A Tender Agent and the Series 1998A Remarketing Agent as contemplated in
Article XII of the Series 1998A Indenture.

     Section 5.7  Mandatory Purchase of Bonds.  The Company, at any time and
from time to time, shall furnish moneys to the Series 1998A Tender Agent
accompanied by a notice directing that such moneys be applied to the purchase of
Series 1998A Bonds to be purchased upon mandatory tender for purchase pursuant
to Section 3.03 of the Series 1998A Indenture.  Series 1998A Bonds so purchased
shall be delivered in accordance with Section 3.06 of the Series 1998A
Indenture.

     Section 5.8  Determination of Interest Rate Periods.  The Company may
determine the duration and type of the Interest Rate Periods (as defined in the
Series 1998A Indenture) as, and to the extent, set forth in Section 2.02 of the
Series 1998A Indenture.


                                  ARTICLE VI
                               SPECIAL COVENANTS

     Section 6.1  Use of Project.  The Issuer hereby acknowledges that the
Company shall have singular and exclusive right to the use of the Project.  The
Company hereby agrees that so long as the Project is operated, it shall be
operated as sewage or solid waste disposal facilities within the meaning of
Sections 142(a)(5) and 142(a)(6) of the Code.  The Issuer makes no warranty,
either express or implied, as to the Project or that the Project will be
suitable for the Company's purposes.

     Section 6.2  Use of Proceeds.  The Company hereby covenants that at least
95% of the total proceeds of the sale of the Bonds will be used to pay Costs of
Construction of the Project which constitute Exempt Costs and that all of the
Net Proceeds of the Bonds deposited within the Project Funds pursuant to the
Indentures will be used to pay the Cost of Construction of the Project.

     In addition, the Company covenants with the Issuer, for the benefit of the
Tax-Exempt Bondholders, that the proceeds of the Bonds will not be used in any
manner that would result in the loss of the exclusion from gross income of the
interest on the Tax-Exempt Bonds for federal income tax purposes.

     Section 6.3  Indemnity Against Claims.  The Company also will pay and
discharge and will indemnify and hold harmless the Issuer and the members,
officers, agents and employees of the Issuer from (a) any condition of the
Project caused by the Company, (b) any liens, taxes, assessments, impositions
and other charges upon payments by the Company to the Issuer hereunder, (c) any
breach or default on the part of the Company in the performance of any of its
obligations hereunder, (d) any act of negligence of the Company or of its
agents, contractors, servants, employees or licensees, (e) any act of negligence
of any assignee or sublessee of the Company, or of any agents, contractors,
servants, employees or licensees of any assignee or sublessee of the Company and
(f) any and all liability, damages, costs and expenses arising out of or
resulting from the acquisition, construction and installation of the Project or
the use or operation of the Project or any other activity carried out thereon or
in connection therewith or the transactions contemplated by this Agreement and
the Indentures, including the reasonable fees and expenses of counsel, except as
the same may arise out of the negligence or misconduct on the part of the
Issuer.  If any such lien or charge is sought to be imposed upon payments, or
any such taxes, assessments, impositions or other charges are sought to be
imposed, or any such liability, damages, costs and expenses are sought to be
imposed, the Issuer will give prompt notice to the Company, and the Company
shall have the sole right and duty to assume, and will assume, the defense
thereof, with full power to litigate, compromise or settle the same in its sole
discretion.  The indemnification provided by this Section 6.3 shall survive the
termination of this Agreement.
<PAGE>

     The Company agrees to indemnify each Trustee, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of the Indenture to which such Trustee is a party, including the
reasonable costs and expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or duties
thereunder or hereunder.

     Section 6.4  Inspection of the Project.  The Company agrees that the Issuer
and its duly authorized agents at reasonable times, and with the written consent
of the Company which shall not be unreasonably withheld, may enter upon the
Project Site and examine and inspect the Project and the books and records of
the Company with respect to the Project.

     Section 6.5  Company to Maintain Its Corporate Existence; Conditions Under
Which Exceptions Permitted.  The Company will maintain its corporate existence,
will continue to be a corporation in good standing under the laws of the State,
will not dissolve or otherwise dispose of all or substantially all of its assets
and will consolidate with or merge into another legal entity or permit one or
more other legal entities (other than one or more subsidiaries of the Company)
to consolidate with or merge into it, or sell or otherwise transfer to another
legal entity all or substantially all its assets as an entirety and dissolve,
only if (a) the surviving, resulting or transferee legal entity is organized and
existing under the laws of the United States, a state thereof or the District of
Columbia, is solvent, is qualified to do business in the State as a foreign
corporation and (if not the Company) assumes in writing all the obligations of
the Company under this Agreement and (b) the Company or the surviving entity is
not immediately after such merger, consolidation or transfer in default in any
material respect under this Agreement.

     Section 6.6  Ownership; Further Assurances and Corrective Instruments.  The
Issuer covenants that it lawfully owns and is lawfully possessed of the Project
Land, that it has good and marketable fee simple title therein and thereto and
that it has or will acquire good and marketable fee simple title to the Project
and that it will defend said title and every part thereof against the claims of
all persons whomsoever.  The Issuer and the Company agree that they will, from
time to time execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, such supplements hereto and such further instruments
as may reasonably be required for correcting any inadequate or incorrect
description of the Project and for carrying out the intention or facilitating
the performance of this Agreement.

     Section 6.7  Maintenance of Project by Company.

          (a)  The Company agrees that during the Lease Term, it will pay all
     costs of operating, maintaining and repairing the Project; provided, that
     nothing in this Section 6.7 will require the Company to maintain, operate
     or repair the Project if, in the sole judgment of the Company, the Company
     determines that operation of the Project or the manufacturing facilities
     the Project is designed to serve is impossible, impracticable or
     uneconomic.

          (b)  The Company may, from time to time, in its sole discretion and at
     its own expense, make any additions, modifications or improvements to the
     Project, including installation of additional machinery, equipment, and
     related property, which it may deem desirable for its business purposes;
     provided that all such additions, modifications and improvements do not
     adversely affect the use of the Project as sewage or solid waste disposal
     facilities.  All machinery, equipment and related personal property so
     installed by the Company shall not be subject to this Agreement or the
     liens of the Indentures but shall be subject to the landlord's lien created
     under the Code of
<PAGE>

     Alabama, 1975, Section 35-9-60. All such machinery, equipment and related
     property so installed by the Company may be modified or removed at any time
     while there exists no Event of Default hereunder; provided, that any damage
     to the Project occasioned by such modification or removal shall be repaired
     by the Company at its own expense.

          (c)  The Company shall not permit any mechanics', materialmen's,
     suppliers', vendors' or other similar lien to be established or remain
     against the Project for labor or materials furnished or services rendered
     in connection with any additions, modifications, improvements, repairs,
     renewals or replacements so made by it; provided, that if the Company shall
     first notify the Trustee of its intention so to do, the Company may in good
     faith contest any mechanics', materialmen's, suppliers', vendors' or other
     similar lien filed or established against the Project, and in such event
     may permit the items so contested to remain undischarged and unsatisfied
     during the period of such contest and any appeal therefrom unless the
     Issuer or the Trustees notify the Company that by nonpayment of any such
     items, the lien or security interests afforded by this Agreement or as to
     any part of the Project or the payments to be made pursuant to the
     Agreement or the Revenues will be materially endangered or the Project or
     any part thereof or the payments to be made pursuant to the Agreement or
     the Revenues will be subject to loss or forfeiture, in  which event the
     Company shall promptly pay and cause to be satisfied and discharged all
     such unpaid items.  The Issuer will cooperate fully with the Company in any
     such contest.

     Section 6.8  Redemption or Purchase of Bonds.  The Issuer shall not cause
the redemption or purchase of any Bonds except upon the direction of the
Company.  The Issuer shall take all steps then necessary under the applicable
provisions of the applicable Indentures for the redemption or purchase of Bonds
upon receipt by the Issuer and the applicable Trustee from the Company of a
written notice specifying:

          (a)  the principal amount of Bonds to be redeemed or purchased;

          (b)  the date of such redemption or purchase; and

          (c)  in the case of a redemption of Bonds, directions to mail a notice
     of redemption in accordance with Section 8.04 of the Series 1998A Indenture
     or the applicable provisions of the appropriate Subsequent Indentures or in
     the case of a purchase of Bonds, directions to mail a notice of mandatory
     tender for purchase in accordance with Section 3.03(g) of the Series 1998A
     Indenture or the applicable provisions of the appropriate Subsequent
     Indentures.

     Section 6.9  Investment of Bond Fund and Project Fund Moneys Permitted.
Any moneys held in the Bond Funds or the Project Funds shall be invested or
reinvested by the Trustee upon the request and direction of the Company in
Government Obligations and Permitted Investments, respectively.  All such
directions by the Company shall be in compliance with applicable laws of the
State.  All investments of moneys in the Bond Funds and the Project Funds shall
be made upon telephonic direction of an Authorized Company Representative which
shall be promptly confirmed in writing and shall mature in such amounts and at
such times as may be necessary to provide funds when needed to make payments
from the Bond Funds or the Project Funds.  The Trustee may make any and all such
investments through its own bond department.  Any interest or gain received from
such investments shall be credited to and held in the applicable Bond Fund or
Project Fund, respectively, and any loss from such investments shall be charged
against the applicable Bond Fund or Project Fund, respectively.
<PAGE>

     Section 6.10  Non-Arbitrage Covenant.

          (a)  The Company and the Issuer each covenants to the owners of the
     Tax-Exempt Bonds that, notwithstanding any other provision of this
     Agreement or any other instruments, it shall take no action, nor shall the
     Company direct any Trustee to take or approve any Trustee taking any action
     or direct any Trustee to make or approve any Trustee making any investment
     or use of proceeds of the Tax-Exempt Bonds or any other moneys which may
     arise out of or in connection with, this Agreement, the Indentures or the
     Project, which would cause the Tax-Exempt Bonds to be treated as "arbitrage
     bonds" within the meaning of Section 148 of the Code.  In addition, the
     Company covenants and agrees to comply with the requirements of Section
     148(f) of the Code as it may be applicable to the Tax-Exempt Bonds or the
     proceeds derived from the sale of the Tax-Exempt Bonds or any other moneys
     which may arise out of or in connection with this Agreement, the Indentures
     or the Project throughout the term of the Tax-Exempt Bonds.

          (b)  The Company will determine the amount of the required arbitrage
     rebate, if any, payable to the United States Government under Section 148
     of the Code should gross proceeds (within the meaning of Section 148(f) of
     the Code) arise; unless the required payment is to be paid directly by the
     Company to the United States Government, the Company shall deposit the
     amount of any such required arbitrage rebate into the appropriate account
     established for the deposit of such rebate under the applicable Indenture
     and shall make any required payment, in the amounts and at the times
     required by Section 148(f) of the Code and applicable Treasury Regulations,
     regardless of whether there are any remaining proceeds or other funds
     attributable to the Tax-Exempt Bonds that are available for the purpose of
     the Tax-Exempt Bonds.  The Company will not permit the amount of gross
     proceeds invested in any Bond year applicable to any Tax-Exempt Bonds at a
     yield materially higher than the Bond yield on such Tax-Exempt Bonds to
     exceed the limits set forth in Section 148 of the Code.

          (c)  No provision of this Agreement shall be construed to impose upon
     the Trustees any obligation or responsibility for compliance with arbitrage
     regulations.

     Section 6.11  Removal and Substitution of Portions of Project.  The Issuer
shall not be under any obligation to renew, repair or replace any inadequate,
obsolete, worn out, unsuitable, undesirable, inappropriate or unnecessary items
comprising the Project.  If the Company, in its sole discretion, determines that
any such items have become inadequate, obsolete, worn out, unsuitable,
undesirable, inappropriate or unnecessary for its purposes at such time, the
Company may, without any responsibility or accountability to the Issuer or the
Trustees therefor, remove such items from the Project Site and (on behalf of the
Issuer) sell, trade in, or otherwise dispose of them (as a whole or in part)
provided that the Company shall either:

          (a)  substitute (either by direct payment of the costs thereof or by
     advancing to the Issuer the moneys necessary therefor) and install other
     machinery, equipment or related property having equal or greater utility
     (but not necessarily having the same function or value) in the operation of
     the Project as a sewage or solid waste disposal facility (provided such
     removal and substitution shall not impair operating unity), all of which
     substituted machinery, equipment or related property shall become a part of
     the Project; or

          (b)  not make any such substitution and installation, provided that
     (i) in the case of the sale of any such machinery, equipment or related
     property to anyone other than itself or in the case of the scrapping
     thereof, the Company shall pay into the Bond Funds the greater
<PAGE>

     of the proceeds from such sale, the scrap value thereof or the original
     cost thereof less depreciation in accordance with generally accepted
     accounting principles, as the case may be, (ii) in the case of the trade-in
     of such machinery, equipment or related property for other machinery,
     equipment or related property not to be installed as a part of the Project,
     the Company shall pay into the Bond Funds the amount of the greater of the
     credit received by it in such trade-in or the original cost thereof less
     depreciation in accordance with generally accepted accounting principles,
     and (iii) in the case of the sale of any such machinery, equipment or
     related property to the Company or in the case of any other disposition
     thereof, the Company shall pay into the Bond Funds an amount equal to the
     original cost thereof less depreciation at rates calculated in accordance
     with generally accepted accounting principles.

The removal of any portion of the Project pursuant to the provisions of this
Section 6.11 shall not entitle the Company to any diminution in or postponement
or abatement of the rents payable under Section 5.3.

     The Company promptly shall report to the Trustees each such removal,
substitution, sale, trade-in or other disposition which, together with other
prior unreported dispositions, in the aggregate results in proceeds under this
Section 6.11 of $5,000,000 or more and shall pay to the Trustees such amounts as
are required by the provisions of the preceding subsection (b) of this Section
6.11 to be paid into the Bond Funds promptly after the sale, trade-in or other
disposition requiring such payment.  The Company shall not remove or permit the
removal of any item constituting the Project except in accordance with the
provisions of this Section 6.11.

     The Company shall deliver to the Issuer appropriate documents conveying to
the Issuer title to any machinery, equipment or related property installed or
placed at the Project Site pursuant to this Section 6.11, and upon the request
of the Company, the Issuer shall deliver, and cause or direct the Trustee to
deliver, to the Company appropriate documents conveying to the Company title to
any property removed from the Project Site pursuant to this Section 6.11.

     Section 6.12  Taxes, Other Governmental Charges and Utility Charges.  The
Company agrees to pay and discharge all lawful real estate taxes, personal
property taxes, water charges, sewer charges, assessments (including, but not
limited to, special assessments for public improvements or benefits for which
the Company would have otherwise have been liable had it in fact been the owner
of the Project) and all other lawful governmental taxes, impositions and charges
of every kind and nature, ordinary and extraordinary, general or special,
foreseen or unforeseen, whether similar or dissimilar to any of the foregoing,
and all applicable interest and penalties thereon, if any, which at any time
during the term of this Agreement shall be or become due and payable by the
Issuer or the Company and which shall be lawfully levied, assessed or imposed:

          (a)  upon or with respect to, or shall be or become liens upon, the
     Project or any portion thereof or any interest of the Issuer or the Company
     therein or under this Agreement;

          (b)  upon or with respect to the income or profits of the Issuer from
     the Project or under this Agreement;

          (c)  upon or with respect to the possession, operation, management,
     maintenance, alterations, repair, rebuilding, use or occupancy of the
     Project or any portion thereof; or

          (d)  upon this transaction or any document to which the Issuer or the
     Company is a party creating or transferring an interest or an estate in the
     Project;
<PAGE>

under or by virtue of any present or future law, statute, ordinance, regulation
or other requirement of any governmental authority, whether federal, state,
county, city, municipal, school or otherwise.

     The Company shall, at its sole cost and expense, procure or cause to be
procured any and all necessary building permits, other permits, licenses and
other authorizations required for the lawful and proper construction, use,
occupation, operation and management of the Project.  The Company also agrees to
pay or cause to be paid all lawful charges (subject to the right of the Company
to contest any such charges) for gas, water, sewer, electricity, light, heat,
power, telephone and other utility and service used, rendered or supplied to,
upon or in connection with the Project and the Issuer will cooperate with the
Company in securing such permits, licenses and authorizations.

     The Company may, at its own expense and in its own name and behalf or in
the name and behalf of the Issuer, in good faith contest any such taxes,
assessments and other charges and, in the event of any such contest, may permit
the taxes, assessments and other charges so contested to remain unpaid during
the period of such contest and any appeal therefrom.  The Issuer shall cooperate
fully with the Company in any such contest.  If the Company fails to pay any of
the foregoing items required by this Section 6.12 to be paid by the Company, the
Issuer or any Trustee may (but shall be under no obligation to) pay the same,
and any amounts so advanced therefor by the Issuer or any Trustee shall become
an additional obligation of the Company to the one making the advancement, which
amounts, together with interest thereon at the lowest rate of interest borne by
the Bonds from the date thereof, the Company agrees to pay.

     Section 6.13  Insurance Required.  Throughout the Lease Term the Company
shall keep the Project continuously insured against such risks as are
customarily insured against by businesses of like size and type (other than
business interruption insurance), paying as the same become due all premiums in
respect thereto.  Notwithstanding the foregoing, the Company may elect to self-
insure.

     Section 6.14  Application of Net Proceeds of Insurance.  The Net Proceeds
of the insurance carried pursuant to the provisions of Section 6.13 shall be
applied as follows:  (i) Net Proceeds of property and casualty insurance shall
be applied as provided in Section 7.1, and (ii) Net Proceeds of liability
insurance shall be applied toward extinguishment or satisfaction of the
liability with respect to which such insurance proceeds may be paid.

     Section 6.15  Additional Provisions Respecting Insurance.  All insurance,
if any, required in Section 6.13 shall be taken out and maintained in insurance
companies selected by the Company and may be written with deductible amounts
comparable to those on similar policies carried by other companies engaged in
businesses similar in size and type and other respects as the Company.  The
insurance hereby required, if any, may be contained in blanket policies now or
hereafter maintained by the Company.

     Section 6.16  Granting of Easements.  If no Event of Default has occurred
and is continuing, the Company at any time or times may cause to be granted
easements (including party wall agreements), licenses, rights-of-way (temporary
or perpetual and including the dedication of public highways) and other rights
or privileges in the nature of easements with respect to any property included
in the Project and such grant will be free from any lien or security interest
created by this Agreement, or the Company may cause to be released existing
easements, licenses, rights-of-way and other rights or privileges in the nature
of easements, held with respect to any property included in the Project with or
without consideration and the Issuer agrees that it shall execute and deliver
and will cause and direct the Trustees to execute and deliver any instrument
necessary or appropriate to confirm and
<PAGE>

grant or release any such easement, license, right-of-way or other right or
privilege upon receipt of:

          (a)   a copy of the instrument of grant or release, and

          (b)   a written application signed by the president or any vice
     president of the Company requesting the execution and delivery of such
     instrument and stating

                (i)  that such grant or release is not detrimental to the proper
          conduct of the business of the Company, and

                (ii) that such grant or release will not impair the effective
          use or interfere with the operation of the Project.


     Section 6.17  Release of Certain Land.  Notwithstanding any other provision
hereof, the parties hereto reserve the right to amend this Agreement at any time
and from time to time by mutual agreement for the purpose of effecting the
release of and removal of:

          (a)   any unimproved part of the Project Land (on which none of the
     components comprising the Project is located but on which parking,
     transportation or utility facilities may be located) on which the Issuer
     proposes to construct improvements for lease or sale under another and
     different agreement, or

          (b)   any part of the Project Land with respect to which the Issuer
     proposes to grant an easement or convey a fee, interest or other title to a
     railroad or other public or private carrier or to any public utility or
     public body in order that transportation facilities or services by rail,
     water, road or other means or utility services for the Project may be
     provided, increased or improved;

provided that if at the time any such amendment is made any of the Bonds are
outstanding, there shall be deposited with the Trustees the following:

          (i)   a copy of such amendment as executed;

          (ii)  a resolution of the Issuer (A) stating that the Issuer is not in
     default under any of the provisions hereof or any of the Indentures and
     that the Company is not to the knowledge of the Issuer in default under any
     of the provisions hereof, (B) giving an adequate legal description of that
     portion of the Project Land to be released, (C) stating the purpose for
     which the Issuer desires the release, (D) stating that the improvements
     which will be constructed or the facilities and service which will be
     provided, increased or improved will be such as will promote at least one
     of the public purposes of the Issuer and (E) requesting such release;

          (iii) a certificate of any officer of the Company approving such
     amendment together with an officer's certificate stating that the Company
     is not in default under any of the provisions hereof;

          (iv)  a copy of the agreement between the Issuer and such person
     wherein the Issuer agrees to construct improvements on the portion of the
     Project Land so requested to be released and agrees to lease or sell the
     same to such person, and wherein such person agrees to lease or purchase
     the same from the Issuer, or a copy of the instrument granting the easement
     or conveying the title or other interest to a railroad, public utility or
     public body; and

          (v)   a certificate of an Authorized Company Representative dated not
     more than 60 days prior to the date of such amendment and stating
<PAGE>

     that, in the opinion of the person signing such certificate, (A) the
     portion of the Project Land so proposed to be released is necessary or
     desirable for railroad, utility services or roads to benefit the Project or
     is not otherwise needed for the operation of the Project for the purposes
     hereinabove stated, and (B) the release so proposed to be made will not
     impair the usefulness of the Project as a facility of a type which the
     Issuer is authorized to acquire under the laws pursuant to which the Issuer
     then exists, and will not destroy the means of ingress thereto and egress
     therefrom.

No release effected under this Section 6.17 shall entitle the Company to any
diminution in or postponement or abatement of the rents payable under Section
5.3.


                                  ARTICLE VII
                     DAMAGE, DESTRUCTION AND CONDEMNATION

     Section 7.1 Damage and Destruction. Unless the Company has elected to
exercise its option to prepay all rentals or purchase the Project pursuant to
the provisions of Section 8.4, if prior to payment in full of the Bonds the
Project is destroyed (in whole or in part) or is damaged by fire or other
casualty, the Company, or the Issuer at the Company's direction, (i) shall
promptly replace, repair, rebuild or restore the property damaged or destroyed
in a manner that provides facilities generally comparable to the facilities as
existed prior to the event causing such damage or destruction, with such
changes, alterations and modifications (including the substitution and addition
of other property) as may be desired by the Company and as will not impair the
operation of the Project as sewage and solid waste disposal facilities, and (ii)
shall apply for such purpose so much as may be necessary of any Net Proceeds of
insurance resulting from claims for such losses, as well as any additional
moneys of the Company necessary therefor. All Net Proceeds of insurance
resulting from claims for such losses shall be paid to the Company. If such Net
Proceeds are not sufficient to pay in full the costs of such replacement,
repair, rebuilding or restoration, the Company nonetheless shall complete the
work thereof and shall pay that portion of the costs thereof in excess of the
amount of such Net Proceeds. The Company shall not, by reason of the payment of
such excess costs, be entitled to any reimbursement from the Issuer or any
abatement, diminution or postponement of the amounts payable under Section 5.3.

     Section 7.2 Condemnation. Unless the Company exercises its option to prepay
all rentals or purchase the Project pursuant to the provisions of Section 8.4,
if the title in and to, or the temporary use of, the Project or any part thereof
is taken under the exercise of the power of eminent domain by any governmental
body or by any other person acting under governmental authority, the Company
shall be obligated to continue to pay the rents specified in Section 5.3. The
Issuer and the Company shall cause the Net Proceeds received by them or any of
them, from any award made in such eminent domain proceeding, to be paid to and
held by the Company and applied in one or more of the following ways:

          (a)  the restoration of the Project to substantially the same
     condition as existed prior to the exercise of such power of eminent domain;

          (b)  the acquisition, by construction or otherwise, of other sewage or
     solid waste disposal facilities suitable for the Company's operations at
     the Project Site (which sewage or solid waste disposal facilities will be
     deemed a part of the Project and available for use by the Company and will
     be leased to the Company hereunder without the payment of any rents other
     than herein provided to the same extent as if such other improvements were
     specifically described herein); provided, that such sewage or solid waste
     disposal facilities will be acquired
<PAGE>

     subject to no liens, security interests or encumbrances prior to the liens
     or security interests afforded by this Agreement and the Indentures, other
     than Permitted Encumbrances;

          (c)  redemption of the Bonds in accordance with the provisions of
     Article VIII of the Series 1998A Indenture or the applicable provisions of
     any Subsequent Indenture; provided, that no part of any such condemnation
     award may be applied for such redemption unless (1) all of the Bonds are to
     be redeemed in accordance with the Indentures upon exercise of the option
     to purchase the Project pursuant to the provisions of Section 8.01(a) of
     the Series 1998A Indenture and the applicable provisions of the Subsequent
     Indentures, if any, or (2) if less than all of the Bonds are to be redeemed
     as directed by the Company, the Company furnishes to the Issuer and the
     Trustees a certificate of the Authorized Company Representative stating (i)
     that the property forming a part of the Project that was taken in such
     eminent domain proceeding is not essential to the Company's use or
     occupancy of the Project, (ii) that the Project has been restored to a
     condition substantially equivalent to its condition prior to the taking in
     such eminent domain proceeding, or (iii) that sewage or solid waste
     disposal facilities have been acquired that are suitable for the Company's
     operations at the Project as contemplated by the foregoing subsection (b)
     of this Section 7.2; or

          (d)  payment into the Bond Funds of an amount sufficient to provide
     for payment in full of the Bonds.

     The Issuer shall cooperate fully with the Company in the handling and
conduct of any prospective or pending eminent domain proceeding with respect to
the Project or any part thereof and shall, to the extent it may lawfully do so,
permit the Company to litigate in any such proceeding in the name and on behalf
of the Issuer. In no event will the Issuer voluntarily settle, or consent to the
settlement of, any prospective or pending eminent domain proceeding with respect
to the Project or any part thereof without the written consent of the Company.

     Section 7.3 Condemnation of Company-Owned Property. The Company shall be
entitled to the proceeds of any condemnation award or portion thereof made for
damages to or taking of its own property or for damages on account of the taking
of or interference with the Company's rights to possession, use or occupancy of
the Project.


                                 ARTICLE VIII
                 ASSIGNMENT, SUBLEASING, PLEDGING AND SELLING;
                  REDEMPTION; RENT PREPAYMENT AND ABATEMENT;
                  OPTION AND OBLIGATION TO PURCHASE PROJECT;
                      OPTION TO EXTEND TERM OF AGREEMENT

     Section 8.1 Assignment and Subleasing. This Agreement may be assigned by
the Company and the Project may be subleased by the Company without the
necessity of obtaining the consent of the Issuer or the Trustees, subject,
however, to the following conditions:

          (a)  no assignment (other than pursuant to Section 6.5) or sublease
     shall relieve the Company from primary liability for any of its obligations
     hereunder, and if any such assignment occurs, the Company shall continue to
     remain primarily liable for the payment of the rents specified in Section
     5.3 and for performance and observance of the other agreements on its part
     herein provided to be performed and observed by it; and

          (b)  the Company shall, within 30 days after the delivery thereof,
     furnish or cause to be furnished to the Issuer and to the Trustees a
<PAGE>

     true and complete copy of each such assignment or sublease, as the case may
     be, together with any instrument of assumption.

     Section 8.2 Pledge Under Indenture. Under the terms of each Indenture, the
Issuer shall assign and create a security interest with respect to its interest
in, and pledge all rents, revenues and receipts arising out of or in connection
with its ownership of, the Project to the Trustee under that Indenture, all as
security for the payment of the principal of and interest on the Bonds issued
under such Indenture, but each Indenture and such assignment and pledge shall be
subject and subordinate to this Agreement.

     Section 8.3 Restrictions on Sale of Project by Issuer. The Issuer agrees
that, except as set forth in Section 8.2, it shall not (a) sell, assign,
transfer or convey the Project during the Lease Term, (b) create or suffer to be
created any assignment, pledge, charge, lien or encumbrance on any Trust Estate,
or (c) take any other action which might reasonably be construed as tending to
cause or induce the levy or assessment of ad valorem taxes on the Project or on
its title in and to the Project. If the laws of the State at the time permit
such action to be taken, nothing contained in this Section 8.3 shall prevent the
consolidation of the Issuer with, or the merger of the Issuer into, or the
transfer of the Project as an entirety to, any public corporation whose property
and income are not subject to taxation and which has corporate authority to
carry on the business of owning and leasing the Project; provided (i) that no
such action shall be taken without the prior written consent of the Company,
unless such action shall be required by law, and (ii) that upon any such
consolidation, merger or transfer, the due and punctual payment of the principal
of and the interest on the Bonds, and the due and punctual performance and
observance of all the agreements hereof to be kept and performed by the Issuer,
shall be expressly assumed in writing by the corporation resulting from such
consolidation or surviving such merger or to which the Project shall be
transferred as an entirety.

     Section 8.4 Prepayment of Rents; Option to Purchase Project; Obligation to
Purchase Project.

          (a)  The Company shall have the option to prepay any part of the rents
     payable under Section 5.3, and the Issuer agrees that the Trustees may
     accept such prepayment when the same is tendered by the Company, upon
     giving written notice to the Trustees at least four Business Days prior to
     the thirtieth day before the date set for redemption, to the extent that
     the Bonds are subject to optional redemption in part pursuant to Section
     8.01(a) of the Series 1998A Indenture or the applicable provisions of any
     Subsequent Indenture.

          (b)  The Company shall have the option to purchase the Project by
     prepaying all of the rents payable under Section 5.3, and the Issuer agrees
     that the Trustees may accept such prepayment when the same is tendered by
     the Company, upon giving written notice to the Trustees at least four
     Business Days prior to the thirtieth day before the date set for
     redemption, to the extent that the Bonds are subject to optional redemption
     in whole pursuant to Section 8.01(a) of the Series 1998A Indenture and the
     applicable provisions of any Subsequent Indenture.

          (c)  The Company shall be obligated to prepay a portion of the rentals
     payable under Section 5.3, and the Issuer agrees that the Trustees may
     accept such prepayment when the same is tendered by the Company, to the
     extent that the Bonds are subject to mandatory redemption in part pursuant
     to the applicable provisions of any Subsequent Indenture following the
     receipt by the Company of written notice by a Bondholder or a former
     Bondholder or from the Internal Revenue Service or the applicable Trustee
     of a final determination of the Internal Revenue Service or of a court of
     competent jurisdiction to the effect that, as a result of a failure by the
     Company to observe or perform any covenant, agreement, representation or
     warranty in this
<PAGE>

     Agreement the interest paid or payable on any Bond to other than a
     "Substantial User" of the Project or a "related person" (within the meaning
     of Section 147(a) of the Code) is or was includable in the gross income of
     the owner thereof for federal income tax purposes under the Code.

          (d)  The Company shall be obligated to purchase the Project by
     prepaying all of the rents payable under Section 5.3, or to prepay all of
     the rents payable under Section 5.3 without purchasing the Project, and the
     Issuer agrees that the Trustees may accept such prepayment when the same is
     tendered by the Company, to the extent that the Bonds are subject to
     mandatory redemption in whole pursuant to the applicable provisions of any
     Subsequent Indenture following the receipt by the Company of written notice
     by a Bondholder or a former Bondholder or from the Internal Revenue Service
     or the applicable Trustee of a final determination of the Internal Revenue
     Service or of a court of competent jurisdiction to the effect that, as a
     result of a failure by the Company to observe or perform any covenant,
     agreement, representation or warranty in this Agreement the interest paid
     or payable on any Bond to other than a "Substantial User" of the Project or
     a "related person" (within the meaning of Section 147(a) of the Code) is or
     was includable in the gross income of the owner thereof for federal income
     tax purposes under the Code.

          (e)  The Company shall have the option to purchase the Project by
     providing for payment of the Bonds pursuant to Article XV of the Series
     1998A Indenture and the applicable provisions of any Subsequent Indenture.

          (f)  The Company shall be obligated to purchase, and the Issuer agrees
     to sell, the Project for $10.00 at the expiration of the Lease Term,
     following payment in full of the Bonds.

All prepaid rents shall be used for the redemption or purchase of Bonds in the
manner and to the extent provided in the Indentures. The options granted to the
Company pursuant to this Section 8.4 shall be and remain prior and superior to
the Indentures and may be exercised whether or not there exists an Event of
Default hereunder, provided that the existence of such Event of Default will not
result in nonfulfillment of any condition to the exercise of any such option.
Upon the expiration of the Lease Term, or the sooner termination of the Lease
Term, the Issuer will, upon receipt of evidence provided by the Trustees
satisfactory to it that none of the Bonds remain outstanding under the
Indentures, deliver to the Company documents conveying to the Company good and
marketable fee simple title in and to the Project, as the Project then exists,
subject to the following: (a) those liens, security interests and encumbrances
(if any) to which said title in and to the Project was subject when conveyed to
the Issuer, (b) those liens, security interests and encumbrances created by the
Company or to the creation or suffering to which the Company consented, (c)
those liens, security interests and encumbrances resulting from the failure of
the Company to perform or observe any of its agreements contained herein, and
(d) any right and title of any condemning authority.

     Section 8.5 Rent Abatements If Bonds Paid Prior to Maturity. If at any time
the moneys in the Bond Fund are sufficient to retire, in accordance with the
terms of the Indentures, all of the outstanding Bonds and to pay all fees and
charges of the Trustee due or to become due through the date on which the last
of the Bonds is to be retired, under circumstances not resulting in termination
of the Lease Term, and if the Company is not at the time otherwise in default
hereunder, the Company shall be entitled to use and occupy the Project from the
date on which such moneys are in the Bond Funds until expiration of the
Agreement as set forth in Section 5.1 hereof, without the payment of rent during
that interval (but otherwise on the terms and conditions hereof).
<PAGE>

     Section 8.6  References to Bonds Ineffective After Bonds Paid. Upon payment
in full of the Bonds, or any issue of Bonds, and all fees and charges of the
Trustees, or any Trustee for such issue of Bonds, as the case may be, all
references herein to the Bonds and the Trustees, or such Trustee, shall be
ineffective and neither the Trustees nor the holders of any of the Bonds, or the
applicable Trustee and the holders of such issue of Bonds, as the case may be,
shall thereafter have any rights hereunder saving and excepting those that have
theretofore vested. Reference is hereby made to Section 15.01 of the Series
1998A Indenture and the applicable provisions of the Subsequent Indentures which
set forth the conditions upon the existence or occurrence of which payment in
full of the Bonds shall be deemed to have been made.

     Section 8.7  Option to Extend. The Company shall have, and is hereby
granted, the option to extend the term of this Agreement for an additional term
ending on March 1, 2038; provided, however, that such option shall not be
exercisable at any time an Event of Default has occurred and is continuing. If
at the end of the Lease Term provided for in Section 5.1 hereof, no Event of
Default has occurred and is continuing, the Company shall be deemed to have
exercised such option to extend the term of this Agreement unless it notifies
the Issuer and the Trustee in writing to the contrary at least 30 days prior to
the end of such Lease Term. For and during such additional term, the Company
will pay to the Issuer an annual rent of $100, payable in advance on March 1,
2033 and on each March 1 thereafter (except March 1, 2038 on which date such
additional term shall end as aforesaid), but otherwise all the terms and
conditions of this Agreement shall apply during such additional term; except
that the provisions of Sections 7.1 and 7.2 shall not apply and except further
that the Company shall not be required to carry any insurance for the benefit of
the Trustees, but shall be required to carry insurance under Section 6.13 for
the benefit of the Issuer as its interest may appear. In the event the Company
exercises the option to extend the Lease Term granted in this Section 8.7, at
any time after commencement of such additional term, it shall have the right to
terminate this Agreement upon giving to the Issuer notice in writing not less
than 10 days prior to the date of termination. At any time during, or at the end
of, the extended Lease Term provided for in this Section 8.7, the Company may
purchase the Project for $100.


                                  ARTICLE IX
                          AMENDMENTS AND SUPPLEMENTS

     Section 9.1  Additional Bonds.  This Agreement may be amended or
supplemented at any time and from time to time, without the consent of the
Series 1998A Bondholders or any holders of Additional Bonds, by a Supplemental
Lease authorized by a resolution of the Issuer and by the Company, to provide
for the issuance of Additional Bonds issued under a Subsequent Indenture.

     Section 9.2  Conveyance of Project.  This Agreement may be amended at any
time and from time to time, without the consent of the Series 1998A Bondholders
or any holders of Additional Bonds, by an amendment authorized by a resolution
of the Issuer and by the Company, to provide for the conveyance or transfer by
the Issuer of all or any portion of its interest in the Project, subject to the
limitations set forth in Article XIV of the Series 1998A Indenture and the
applicable provisions of any Subsequent Indentures.

     Section 9.3  No Other Amendments.  Except as otherwise provided in Section
9.1 or 9.2, this Agreement may not be amended or supplemented except by a
written agreement signed by the parties hereto, in accordance with Article XIV
of the Series 1998A Indenture and the applicable provisions of any Subsequent
Indentures to the extent Bondholders under each such Indenture would be affected
by the proposed amendment or supplement.
<PAGE>

                                   ARTICLE X
                        EVENTS OF DEFAULT AND REMEDIES

     Section 10.1  Events of Default.  Each of the following shall be an "Event
of Default" under this Agreement:

          (a)  An "Event of Default" occurs and is continuing under any
     Indenture or under any Guarantee.

          (b)  Failure by the Company to observe and perform any covenant,
     condition or agreement on its part to be observed or performed hereunder,
     for a period of 90 days after written notice, specifying such failure and
     requesting that it be remedied, is given to the Company by the Issuer or
     any Trustee; provided, however, if the failure stated in the notice cannot
     be remedied within such period, it shall not constitute an "Event of
     Default" if corrective action is instituted by the Company within the
     applicable period and diligently pursued until the default is corrected.

          (c)  The Company shall (i) apply for or consent to the appointment of,
     or the taking of possession by, a receiver, custodian, trustee or
     liquidator of it or of all or a substantial part of its property, (ii)
     admit in writing its inability, or be generally unable, to pay its debts as
     such debts become due, (iii) make a general assignment for the benefit of
     its creditors, (iv) commence a voluntary case under the Federal Bankruptcy
     Code (as now or hereafter in effect), (v) file a petition seeking to take
     advantage of any other law relating to bankruptcy, insolvency,
     reorganization, winding-up, or composition or adjustment of debts, (vi)
     fail to controvert in a timely or appropriate manner, or acquiesce in
     writing to, any petition filed against it in an involuntary case under said
     Federal Bankruptcy Code, or (vii) take any action for the purpose of
     effecting any of the foregoing.

          (d)  A proceeding or case shall be commenced, without the application
     or consent of the Company, in any court of competent jurisdiction, seeking
     (i) the liquidation, reorganization, dissolution, winding-up, or
     composition or adjustment of debts, of the Company, (ii) the appointment of
     a trustee, receiver, custodian, liquidator or the like of the Company or of
     all or any substantial part of any of its assets, or (iii) similar relief
     in respect of the Company under any law relating to bankruptcy, insolvency,
     reorganization, winding-up, or composition or adjustment of debts, and such
     proceeding or case shall continue undismissed, or any order, judgment or
     decree approving or ordering any of the foregoing shall be entered and
     continue unstayed and in effect, for a period of 60 days from commencement
     of such proceeding or case or the date of such order, judgment or decree,
     or an order the Company shall be entered in an involuntary case under the
     Federal Bankruptcy Code.

          (e)  The dissolution or liquidation of the Company except as may be
     permitted by the terms of Section 6.5.

The foregoing provisions of Section 10.1(b) are subject to the limitation that,
if by reason of force majeure the Company is unable in whole or in part to carry
out its agreements herein contained other than those set forth in Section 5.3
hereof, an Event of Default shall not be deemed to have occurred during the
continuance of such inability.  The term "force majeure" as used herein shall
mean the following: acts of God; strikes; lockouts or other industrial
disturbances; acts of public enemies; orders of any kind of the government of
the United States or of the State or any of their departments, agencies or
officials or of any civil or military authority; insurrections; riots;
epidemics; landslides; lightning; earthquakes; fire; hurricanes; tornadoes;
storms; floods; washouts; droughts; arrests; restraints of government and
people; civil disturbances; explosions; breakage or accident to
<PAGE>

machinery, transmission lines, pipes or canals; partial or entire failure of
utilities; or any other cause or event not reasonably within the control of the
Company. The Company agrees, however, to remedy to the extent practicable with
all reasonable dispatch the effects of any force majeure preventing the Company
from carrying out its agreements; provided that the settlement of strikes,
lockouts and other industrial disturbances shall be entirely within the
discretion of the Company, and the Company shall not be required to make
settlement of strikes, lockouts and other industrial disturbances by acceding to
the demands of the opposing party or parties when such course is in the judgment
of the Company unfavorable to the Company.

     Section 10.2  Remedies on Default.  Whenever any Event of Default under
Section 10.1(a) has occurred and is continuing, the Issuer may, in addition to
any other remedy now or hereafter existing at law, in equity or by statute, take
either or both of the following remedial steps:

          (a)  By written notice to the Company, the Issuer may declare all
     amounts payable hereunder with respect to the Indenture or Guarantee under
     which such Event of Default  has occurred to be immediately due and payable
     (to the extent permitted under such Indenture), whereupon the same shall
     become immediately due and payable;

          (b)  The Issuer may take whatever action at law or in equity may
     appear necessary or desirable to collect the amounts then due and
     thereafter to become due, or, if such Event of Default applies to all
     Indentures or all Guarantees, to enforce performance and observance of any
     obligation, agreement or covenant of the Company under this Agreement.

     Whenever any Event of Default under Section 10.1(b) through (e) has
occurred and is continuing, the Issuer may, in addition to any other remedy now
or hereafter existing at law, in equity or by statute, take either or both of
the following remedial steps:

          (a)  By written notice to the Company, the Issuer may declare all
     amounts payable hereunder to be immediately due and payable (to the extent
     permitted under the related Indenture), whereupon the same shall become
     immediately due and payable;

          (b)  The Issuer may take whatever action at law or in equity may
     appear necessary or desirable to collect the amounts then due and
     thereafter to become due, or to enforce performance and observance of any
     obligation, agreement or covenant of the Company under this Agreement.

Any amounts collected pursuant to action taken under this Section 10.2 shall be
paid into the appropriate Bond Funds and applied in accordance with the
provisions of the applicable Indentures or, if the Bonds have been fully paid
(or provision for payment thereof has been made in accordance with the
provisions of the Indentures) and the fees and expenses of the Trustees and the
Paying Agents and all other amounts required to be paid under the Indentures
have been paid, to the Company.

     Section 10.3  Agreement to Pay Attorneys' Fees and Expenses.  If the
Company breaches any of the provisions of this Agreement and the Issuer or any
Trustee employs attorneys or incurs other expenses for the collection of amounts
payable hereunder or the enforcement of performance or observance of any
obligation or agreement on the part of the Company herein contained, the Company
agrees that on demand therefor it will pay to the Issuer or such Trustee (as the
case may be) the reasonable fees of such attorneys and such other reasonable
expenses so incurred by the Issuer.

     Section 10.4  No Additional Waiver Implied by One Waiver.  If any agreement
contained in this Agreement is breached by either party and
<PAGE>

thereafter waived by the other party, such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach
hereunder.

     Section 10.5  Notice of Default.  The Company shall notify the Trustees and
the Issuer of any Event of Default hereunder or under the Indentures or the
Guarantees promptly upon its acquiring knowledge thereof.


                                  ARTICLE XI
                                 MISCELLANEOUS

     Section 11.1  Notices. All notices, certificates or communications
hereunder shall be sufficiently given and shall be deemed given when delivered
or mailed by registered or certified mail, postage prepaid, addressed as
follows: if to the Issuer, The Industrial Development Board of the City of
Stevenson, Stevenson, Alabama 35772, Attention: Chairman; if to the Company, The
Mead Corporation, Mead World Headquarters, Courthouse Plaza Northeast, Dayton,
Ohio 45463, Attention: Treasurer; if to the Series 1998A Trustee, Citibank,
N.A., 111 Wall Street, 5/th/ Floor, New York, New York, 10043, Attention:
Corporate Agency & Trust; and if to any other Trustee, the address designated in
any Supplemental Lease as the address to which notices, certificates or other
communications given to such Trustee shall be sent. A duplicate copy of each
notice, certificate or other communication given hereunder by either the Issuer
or the Company to the other shall also be given to the Series 1998A Trustee. The
Issuer, the Company and the Series 1998A Trustee may, by notice given hereunder,
designate any further or different addresses to which subsequent notices,
certificates or other communications shall be sent.

     Section 11.2  Binding Effect. This Agreement shall inure to the benefit of
and shall be binding upon the Issuer, the Company and their respective
successors and assigns, subject, however, to the limitations contained in
Section 6.5 hereof.

     Section 11.3  Severability. In the event any provision of this Agreement
shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provision
hereof.

     Section 11.4  Amounts Remaining in the Bond Fund. Any amounts remaining in
any Bond Fund upon termination of this Agreement, to the extent provided in the
related Indenture, shall belong to and be paid to the Company by the appropriate
Trustee.

     Section 11.5  Termination. This Agreement may not be terminated except in
accordance with the provisions hereof.

     Section 11.6  Execution in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and same instrument.

     Section 11.7  Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State.

     Section 11.8  Captions. The captions or headings in this Agreement are for
convenience only and in no way define, limit or describe the scope or intent of
any provisions or sections of this Agreement.

     Section 11.9  Recording of Agreement. This Agreement and every assignment
and modification hereof shall be recorded in the Office of the Judge of Probate
of Jackson County, Alabama, or in such other office as may be at the time
provided by law as the proper place for such recordation.
<PAGE>

     Section 11.10  Net Lease. This Agreement shall be deemed a "net lease," and
the Company shall pay absolutely net during the Lease Term the rents specified
herein, without abatement, deduction or set-off other than those herein
expressly provided.

     IN WITNESS WHEREOF, the Issuer and the Company have caused this Agreement
to be executed in their respective corporate names and their respective
corporate seals to be hereunto affixed and attested by their duly authorized
officers, all as of the date first above written.

                                      THE INDUSTRIAL DEVELOPMENT
                                      BOARD OF THE CITY OF STEVENSON
(Seal)


                                      By: Leo Smith
                                          ------------------------------------
                                          Chairman
Attest:


Edwin D. Allison
-------------------------------
Secretary


                                      THE MEAD CORPORATION
(Seal)


                                      By: William B. Plummer
                                          ------------------------------------
                                          Title: Treasurer

Attest:

David L. Santez
-------------------------------
Title: Assistant Secretary
<PAGE>

STATE OF ALABAMA  )
                         ): SS
COUNTY OF JACKSON )


     On this 18th day of March, 1998, before me appeared Leo Smith, to me
personally known, who being by me duly sworn, did say that he is Chairman of The
Industrial Development Board of the City of Stevenson and that the seal affixed
to the foregoing Lease Agreement is the seal of The Industrial Development Board
of the City of Stevenson and that the foregoing Lease Agreement was signed and
sealed on behalf of The Industrial Development Board of the City of Stevenson
and the said Chairman acknowledges the execution of the foregoing Lease
Agreement as the free act and deed of The Industrial Development Board of the
City of Stevenson.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                              Jack Livingston
                              ---------------------------------------
                              Notary Public
                              My Commission Expires: 9/12/98
[NOTARIAL SEAL]
<PAGE>

STATE OF OHIO            )
                         ): SS
COUNTY OF MONTGOMERY  )


     On this 23rd day of March, 1998, before me appeared William B. Plummer, to
me personally known, who, being by me duly sworn, did say that he is Treasurer
of The Mead Corporation, an Ohio corporation, qualified to do business in the
State of Alabama, and that the seal affixed to the foregoing Lease Agreement is
the seal of The Mead Corporation, and that the foregoing Lease Agreement was
signed and sealed on behalf of The Mead Corporation by authority of its board of
directors, and the said Treasurer acknowledges the execution of the foregoing
Lease Agreement as the free act and deed of The Mead Corporation.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.



                                    Mary Elizabeth Milburn
                                    ----------------------------------
                                    Notary Public
                                    My Commission Expires:

[NOTARIAL SEAL]               Mary Elizabeth Milburn, Notary Public
                              In and for the State of Ohio
                              My Commission Expires April 10, 1998
<PAGE>

                                   EXHIBIT A

                                 PROJECT LAND


     All said portion of land and structures lying thereon, in Section 15, T2S,
R8E, County of Jackson, State of Alabama, more particularly described as
follows:

          NO. 2 RECOVERY BOILER AREA AND CHEMICAL CONVERSION AREA

     Commence at the plant grid coordinates N 10,000.00, E 10,000.00, thence S
35(degrees) 05' 22" E 482.73' to the point of beginning (N 9605.00, E
10,277.50); thence S 0(degrees) 00' 00" E 305.00', thence S 90(degrees) 00' 00"
E 197.50'; thence N 0(degrees) 00' 00" E 365.00; thence N 90(degrees) 00' 00" W
105.00'; thence S 0(degrees) 00' 00" W 60.00'; thence N 90(degrees) 00' 00" W
92.50', to the point of beginning; said land being 1.53 acres; except any
structures not included in Mead Corporation Contract No. 21-6817; less and
except the following:

          NO. 2 RECOVERY BOILER - Commence at the plant grid coordinates N
     10,000.00, E 10,000.00, thence S 35(degrees) 41' 06" E 557.69' to the point
     of beginning (N 9,547.02 E 10,325.32); thence N 90(degrees) 00' 00" E
     21.36', thence S 0(degrees) 00' 00" E 19.98', thence N 90(degrees) 00' 00"
     W 21.36', thence N 0(degrees) 00' 00" W 19.98', to the point of beginning;
     said land being 0.01 acres more or less; except any structures not included
     in the Mead Corporation Contract No. 21-6817.

          PRECIPITATOR - Commence at the plant grid coordinates N 10,000.00, E
     10,000.00; thence S 33(degrees) 14' 18" E 603.46' to the point of beginning
     (N 9,495.27 E 10,330.77); thence S 0(degrees) 00' 00" W 9.63', thence N
     90(degrees) 00' 00" W 10.01', thence S 0(degrees) 00' 00" W 68.51', thence
     S 49(degrees) 30' 06" E 14.70', thence S 0(degrees) 00' 00" W 8.56', thence
     S 90 (degrees) 00' 00" W 10.44', thence S 0(degrees) 00' 00" W 31.00',
     thence N 90(degrees) 00' 00" E 22.00', thence N 0(degrees) 00' 00" E
     16.87', thence N 90(degrees) 00' 00" E 31.85', thence N 0(degrees) 00' 00"
     E 88.61', thence N 90(degrees) 00' 00" E 4.16', thence N 0(degrees) 00' 00"
     E 20.00', thence N 90(degrees) 00' 00" W 20.00', thence S 0(degrees) 00'
     00" W 20.00', thence S 90(degrees) 00' 00" E 4.16', thence S 0(degrees) 00'
     00" W 79.35', thence S 90(degrees) 00' 00" W 20.15', thence N 0(degrees)
     00' 00" W 4.87', thence N 90(degrees) 00' 00" W 3.75', thence N 0(degrees)
     00' 00" W 8.30', thence N 49(degrees) 30' 37" E 15.11', thence N 0(degrees)
     00' 00" E 68.51', thence N 90(degrees) 00' 00" W 10.05', thence N
     0(degrees) 00' 00" E 9.66', thence N 90(degrees) 00' 00" W 10.42' to the
     point of beginning; said land being 0.11 acres more or less; except any
     structures not included in the Mead Corporation Contract No. 21-6817.

          CHEMICAL CONVERSION COOLING TOWER - Commence at the plant grid
     coordinates N 10,000.00, E 10,000.00; thence S 49(degrees) 13' 41" E
     570.43' to the point of beginning (N 9,627.48 E 10,432.00); thence S
     0(degrees) 00' 00" W 41.15', thence N 90(degrees) 00' 00" E 20.17', thence
     N 0(degrees) 00' 00" E 41.15', thence N 90(degrees) 00' 00" W 20.17' to the
     point of beginning; said land being 0.02 acres more or less; except any
     structures not included in the Mead Corporation Contract No. 21-6817.


                            NO. 2 WASTE FUEL BOILER
<PAGE>

     Commence at the plant grid coordinates N 10,000.00, E 10,000.00, thence S
35(degrees) 05' 22" E 482.73' to the point of beginning (N 9605.00, E
10,277.50); thence S 0(degrees) 00' 00" W 265.00'; thence S 90(degrees) 00' 00"
W 182.50'; thence N 0(degrees) 00' 00" E 248.34'; thence N 88(degrees) 35' 31" W
86.85'; thence S 73(degrees) 00' 00" W 71.00'; thence N 17(degrees) 00' 00" W
13.00'; thence N 73(degrees) 00' 00" E 73.11'; thence S 88', 35' 31" E 88.64';
thence N 0(degrees) 00' 00" E 3.65'; thence N 90(degrees) 00' 00" E 182.50', to
the point of beginning; said land being 1.16 acres more or less; except any
structures not included in Mead Corporation Contract No. 21-6817.

                             NO. 6 FUEL OIL SYSTEM

     Commence at the plant grid coordinates N 10,000.00, E 10,000.00, thence S
6(degrees) 28' 59" E 664.25'; to the point of beginning (N 9,340.00, E
10,075.00); thence S 0(degrees) 00' 00" E 60.00'; thence S 90(degrees) 00' 00" E
202.50'; thence N 0(degrees) 00' 00" E 60.00'; thence N 90(degrees) 00' 00" W
202.50'; to the point of beginning; said land being 0.28 acres more or less;
except any structures not included in Mead Corporation Contract No. 21-6817.

                            NO. 2 PRIMARY CLARIFIER

     Commence at the plant grid coordinates N 10,000.00, E 10,000.00, thence S
21(degrees) 37' 29" E 753.00' to the point of beginning (N 9,300.00, E
10,277.50); thence S 0(degrees) 00' 00" E 210.00'; thence S 90(degrees) 00' 00"
E 177.50'; thence N 0(degrees) 00' 00" E 210.00'; thence N 90(degrees) 00' 00" W
177.50' to the point of beginning; said land being 0.86 acres more or less;
except any structures not included in Mead Corporation Contract No. 21-6817.

                           SECONDARY WASTE TREATMENT

     Commence at the plant grid coordinates N 10,000.00, E 10,000.00, thence S
10(degrees) 47' 55" E 1868.08' to the point of beginning (N 8,165.00, E
10,350.00); thence S 0(degrees) 00' 00" E 267.00'; thence S 45(degrees) 00' 00"
E 138.59'; thence S 90(degrees) 00' 00" E 247.50'; thence N 45(degrees) 00' 00"
E 169.71'; thence N 90(degrees) 00' 00" E 104.50'; thence N 0(degrees) 00' 00" E
245.00'; thence N 90(degrees) 00' 00" W 570.27', to the point of beginning; said
land being 4.21 acres more or less; except any structures not included in Mead
Corporation Contract No. 21-6817.

                                 CONCENTRATOR

     Commence at the plant grid coordinates N 10,000.00, E 10,000.00, thence S
38(degrees) 03' 12" E 464.80' to the point of beginning (N 9,634.00, E
10,286.50); thence S 0(degrees) 00' 00" E 29.00'; thence S 90(degrees) 00' 00" E
73.78'; thence N 0(degrees) 00' 00" E 29.00'; thence N 90(degrees) 00' 00" W
74.00', to the point of beginning; said land being 0.05 acres more or less;
except any structures not included in Mead Corporation Contract No. 21-6817.

                WASTE FUEL STORAGE, CONVEYORS, AND TRUCK DUMPER

     Commence at the plant grid coordinates N 10,000.00, E 10,000.00, thence S
49(degrees) 34' 49" W 1100.73' to the point of beginning (N 9,286.31, E
9,162.00); thence S 0(degrees) 00' 00" E 176.31'; thence 644.03', 180 degrees
along an arc with a radius point at N 9,110.00, E 9,367.00; thence N 0(degrees)
00' 00" E 25.00'; thence N 90(degrees) 00' 00" E 483.00'; thence N 00 00' 00" E
160.00'; thence N 90(degrees) 00' 00" W
<PAGE>

286.50'; thence N 26(degrees) 56' 58" E 183.57'; thence N 63(degrees) 03' 02" W
13.00'; thence S 26(degrees) 56' 58" W 199.92'; thence N 90(degrees) 00' 00" W
149.34'; thence N 2(degrees) 03' 00" W 283.87'; thence N 0(degrees) 00' 00" W
18.00'; thence N 90(degrees) 00' 00" W 20.00'; thence S 0(degrees) 00' 00" W
18.00'; thence S 2(degrees) 03' 00" E 62.04'; thence S 90(degrees) 00' 00" W
32.22'; thence S 0(degrees) 00' 00" W 23.00'; thence S 90(degrees) 00' 00" E
24.67'; thence S 2(degrees) 58' 35" E 198.96'; thence S 90(degrees) 00' 00" W
413.00', to the point of beginning; said land being 5.16 acres more or less;
except any structures not included in Mead Corporation Contract No. 21-6817.
<PAGE>

                                   EXHIBIT B

                                      to

                            Lease Agreement between
                      THE INDUSTRIAL DEVELOPMENT BOARD OF
                             THE CITY OF STEVENSON
                                      and
                             THE MEAD CORPORATION
                           dated as of March 1, 1998

                                PROJECT SUMMARY
                                ---------------

     The Bonds are being issued for the purpose of paying the costs of
acquiring, constructing and installing certain sewage and solid waste disposal
facilities and related facilities (the "Project"), being constructed at the
corrugating medium mill (the "Mill") of The Mead Corporation (the "Company")
located in Jackson County, Alabama, near the City of Stevenson.

     The Project consists generally of sewage and solid waste disposal
facilities, including sewage collection, treatment and disposal facilities and a
chemical recovery and recycling system, including a recovery boiler, a woodwaste
boiler and related wood waste handling systems.

     Specific components of the Project include the following:

     Chemical Recovery and Recycling System
          Sitework
          Recovery Boiler
          Boiler feedwater, fuel oil and power
               distribution systems and pipe bridges
          Chemical conversion and recovery
          Concentrator
     Modifications to Existing Boiler
     New Boiler
          Sitework
          Boiler
          Boiler feedwater, M&A and power
               distribution systems and
               pipe bridges
     Woodwaste Handling System
     Waste Treatment System
          Sitework
          Primary waste treatment
          Secondary waste treatment
          Sludge disposal and other systems
     Sludge press
<PAGE>

                                   EXHIBIT C

                         REQUISITION AND CERTIFICATION

                     Request No. _____  Date: ____________

TO:  Citibank, N.A., as Trustee
     111 Wall Street, 5/th/ Floor
     New York, New York 10043

     Attention:  Corporate Agency & Trust

     The undersigned Authorized Company Representative designated pursuant to
the terms of a Lease Agreement, dated as of March 1, 1998 (the "Agreement"), by
and between The Industrial Development Board of the City of Stevenson, a public
corporation created and existing under the laws of the State of Alabama (the
"Issuer") and The Mead Corporation, an Ohio corporation (the "Company"), hereby
requests that there be paid from the "Project Fund" (herein below described) the
sum of $____________ and in that connection, DOES HEREBY CERTIFY, as follows:

          1.  The requested payment has been properly incurred and is a proper
     charge against The Industrial Development Board of the City of Stevenson
     Project Fund -- The Mead Corporation Project, Series ________ and has not
     been the basis of any previous withdrawal from said Project Fund.

          2.  Payment should be made to:

               Name:

               Address or Wire Instructions:


          3.   The purpose and circumstances of such obligation are as follows:


          4.  Except with respect to amounts requested for the payment of the
     costs of issuance of the Bonds, payment of such obligation will not result
     in less than 95% of the total proceeds of the sale of the "Bonds" (defined
     in the Agreement) deposited with the Project Fund expended as of the date
     hereof having been used to pay "Exempt Costs" (as defined in the
     Agreement).  [Applicable only to requisitions for the payment of other than
     Exempt Costs.]

     This ____ day of __________, 19__.


                              THE MEAD CORPORATION


                         By:_______________________________________
                              Authorized Company Representative

</TEXT>
</DOCUMENT>
