GEORGIA PACIFIC CORP
CREDIT AGREEMENT (CAPITAL MARKETS BRIDGES)
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>18
<FILENAME>0018.txt
<DESCRIPTION>CREDIT AGREEMENT (CAPITAL MARKETS BRIDGES)
<TEXT>

<PAGE>

                                                                   Exhibit 10.23


                               CREDIT AGREEMENT
                       (Capital Markets Bridge Facility)

                                     among

                          GEORGIA-PACIFIC CORPORATION

                           THE LENDERS NAMED HEREIN

                            BANK OF AMERICA, N.A.,
                                   as Agent

                                      and

                       MERRILL LYNCH CAPITAL CORPORATION
                                      and
                      MORGAN STANLEY SENIOR FUNDING INC.,
                           as Co-Syndication Agents


                        BANC OF AMERICA SECURITIES LLC,
                      MERRILL LYNCH CAPITAL CORPORATION,
                                      and
                      MORGAN STANLEY SENIOR FUNDING INC.,
                      as Book Managers and Lead Arrangers


                                $2,500,000,000

                         Dated as of November 3, 2000
<PAGE>

                               TABLE OF CONTENTS

                                                                        Page
                                                                        ----

ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS                                 1

     1.01  Certain Defined Terms........................................   1
     1.02  Computation of Time Periods..................................  14
     1.03  Accounting Matters...........................................  14
     1.04  Certain Terms................................................  14

ARTICLE 2 AMOUNTS AND TERMS OF THE LOANS                                  15

     2.01  Loans........................................................  15
     2.02  Procedure for the Borrowing..................................  15
     2.03  Evidence of Indebtedness.....................................  16
     2.04  Repayment....................................................  16
     2.05  Optional Prepayments.........................................  16
     2.06  Mandatory Prepayments........................................  17
     2.07  Interest.....................................................  17
     2.08  Default Interest.............................................  18
     2.09  Continuation and Conversion Elections for Loans..............  19

ARTICLE 3 FEES; PAYMENTS; TAXES                                           20

     3.01  Fees; Computation of Interest, Fees; Change in Debt Rating...  20
     3.02  Payments by the Company......................................  21
     3.03  Payments by the Lenders......................................  21
     3.04  Taxes........................................................  22
     3.05  Sharing of Payments, Etc.....................................  26

ARTICLE 4 CHANGES IN CIRCUMSTANCES; ETC.                                  26

     4.01  Offshore Rate Protection.....................................  26
     4.02  Additional Interest on Offshore Rate Loans...................  27
     4.03  Increased Costs..............................................  27
     4.04  Illegality...................................................  27
     4.05  Capital Adequacy.............................................  27
     4.06  Funding Losses...............................................  28
     4.07  Funding; Certificates of Lenders.............................  28
     4.08  Change of Lending Office; Limitation on Increased Costs......  29
     4.09  Replacement of Lenders.......................................  29

ARTICLE 5 REPRESENTATIONS AND WARRANTIES                                  30

     5.01  Corporate Existence; Compliance with Law.....................  30
     5.02  Corporate Power; Authorization...............................  30
     5.03  Enforceable Obligations......................................  31
     5.04  Taxes........................................................  31
     5.05  Financial Matters............................................  31

                                       i
<PAGE>

     5.06  Litigation...................................................  32
     5.07  Subsidiaries.................................................  32
     5.08  Liens........................................................  32
     5.09  No Burdensome Restrictions; No Defaults......................  32
     5.10  Investment Company Act; Public Utility Holding Company Act...  33
     5.11  Margin Regulations...........................................  33
     5.12  Environmental Matters........................................  33
     5.13  Labor Matters................................................  34
     5.14  ERISA Plans..................................................  34
     5.15  Swap Obligations.............................................  35
     5.16  Full Disclosure..............................................  35
     5.17  Compliance with Merger Documents.............................  35

ARTICLE 6 CONDITIONS PRECEDENT                                            35

     6.01  Conditions Precedent to the First Loan.......................  35
     6.02  Additional Conditions Precedent to the Loans.................  36
     6.03  Conditions Precedent to Each Conversion and Continuation.....  37

ARTICLE 7 AFFIRMATIVE COVENANTS                                           37

     7.01  Application of Proceeds......................................  38
     7.02  Compliance with Laws, Etc....................................  38
     7.03  Payment of Taxes, Etc........................................  38
     7.04  Maintenance of Insurance.....................................  38
     7.05  Preservation of Corporate Existence, Etc.....................  38
     7.06  Access.......................................................  38
     7.07  Keeping of Books.............................................  38
     7.08  Maintenance of Properties, Etc...............................  39
     7.09  Financial Statements.........................................  39
     7.10  Reporting Requirements.......................................  39
     7.11  ERISA Plans..................................................  40
     7.12  Environmental Compliance; Notice.............................  40
     7.13  New Subsidiaries.............................................  40
     7.14  Merger Agreement.............................................  40

ARTICLE 8 NEGATIVE COVENANTS                                              41

     8.01  Liens, Etc...................................................  41
     8.02  Sale-Leaseback Transactions..................................  43
     8.03  Mergers, Etc.................................................  44
     8.04  Transactions with Affiliates.................................  44
     8.05  Accounting Changes...........................................  44
     8.06  Margin Regulations...........................................  44
     8.07  Negative Pledges, Etc........................................  44
     8.08  Leverage Ratio...............................................  45
     8.09  Minimum Net Worth............................................  45
     8.10  Modification of Merger Agreement.............................  45

                                      ii
<PAGE>

ARTICLE 9 EVENTS OF DEFAULT                                               45

     9.01  Events of Default............................................  45
     9.02  Remedies.....................................................  47

ARTICLE 10 THE AGENT                                                      48

     10.01  Appointment.................................................. 48
     10.02  Delegation of Duties......................................... 48
     10.03  Liability of Agent........................................... 48
     10.04  Reliance by Agent............................................ 49
     10.05  Notice of Default............................................ 49
     10.06  Credit Decision.............................................. 50
     10.07  Indemnification.............................................. 50
     10.08  Agent in Individual Capacity................................. 51
     10.09  Successor Agent.............................................. 51
     10.10  Other Agents................................................. 51
     10.11  Principal Subsidiaries....................................... 52

ARTICLE 11 MISCELLANEOUS                                                  52

     11.01  Notices, Etc................................................. 52
     11.02  Amendments, Etc.............................................. 52
     11.03  No Waiver; Remedies.......................................... 53
     11.04  Costs and Expenses........................................... 53
     11.05  Indemnity.................................................... 54
     11.06  Right of Set-off............................................. 55
     11.07  Binding Effect............................................... 55
     11.08  Assignments, Participations, Etc............................. 55
     11.09  Confidentiality.............................................. 57
     11.10  Survival..................................................... 57
     11.11  Severability................................................. 57
     11.12  Headings..................................................... 58
     11.13  No Third Parties Benefited................................... 58
     11.14  Governing Law................................................ 58
     11.15  Execution in Counterparts.................................... 58
     11.16  ENTIRE AGREEMENT............................................. 58
     11.17  WAIVER OF JURY TRIAL.                                         58

                                      iii
<PAGE>

                                   SCHEDULES

Schedule  Description
--------  -----------

1.01(a)   Commitments; Commitment Percentages
1.01(b)   Lending Offices
1.01(c)   Agent's Payment Office
5.02(d)   Corporate Power; Authorizations
5.07(a)   Subsidiaries (Company)
5.07(b)   Subsidiaries (Target)
5.12      Environmental Matters
5.13      Labor Matters
5.14      ERISA
8.01      Existing Liens


                                   EXHIBITS

Exhibit   Description
-------   -----------

2.02(a)   Form of Notice of Borrowing
2.03(b)   Form of Promissory Note
2.09(b)   Form of Notice of Conversion/Continuation
6.01(c)   Form of Subsidiary Guaranty
6.01(d)   Form of Opinion of Counsel for the Company
6.01(e)   Form of Contribution Agreement
6.02(d)   Form of Officer's Closing Certificate
7.09(c)   Form of Compliance Certificate
7.13(a)   Form of Supplement
7.13(b)   Form of Assumption Agreement
11.08(b)  Form of Assignment and Assumption Agreement

                                      iv
<PAGE>

                               CREDIT AGREEMENT
                       (Capital Markets Bridge Facility)

This CREDIT AGREEMENT (Capital Markets Bridge Facility) is entered into as of
November 3, 2000 among GEORGIA-PACIFIC CORPORATION, a Georgia corporation (the
"Company"), the various LENDERS that are, or may from time to time become, party
 -------
hereto (the "Lenders") and BANK OF AMERICA, N.A., as administrative agent for
             -------
the Lenders (in such capacity, the "Agent"), and MERRILL LYNCH CAPITAL
                                    -----
CORPORATION AND MORGAN STANLEY SENIOR FUNDING INC., as Co-Syndication Agents.

     WHEREAS, the Company, certain lenders and the Agent are party to the Credit
Agreement dated as of July 22, 1999, as amended (the "1999 Credit Agreement");
                                                      ---------------------

     WHEREAS, the Company desires to enter into a new credit facility and, as a
condition precedent to borrowing any loans under this new credit facility,
intends to repay all loans and terminate the commitments under the 1999 Credit
Agreement;

     WHEREAS, the Company will use the proceeds of loans made under this new
credit facility to help finance the acquisition, by Fenres Acquisition Corp., a
Virginia corporation and wholly-owned subsidiary of the Company, (the "Offeror")
                                                                       -------
of all of the outstanding capital stock of Fort James Corporation, a Virginia
corporation (the "Target"); and
                  ------

     WHEREAS, the Company has obtained commitments from the Lenders, pursuant to
which the Lenders are willing to make loans to the Company in a maximum
aggregate principal amount not to exceed $2,500,000,000, on the terms and
subject to the conditions set forth herein;

     NOW THEREFORE, the parties hereto agree as follows:

                                   ARTICLE 1
                       DEFINITIONS AND ACCOUNTING TERMS
                       --------------------------------

     1.01  Certain Defined Terms. As used in this Agreement and in any Schedules
           ---------------------
and Exhibits to this Agreement, the following terms have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of
the terms defined):

     "Adjusted Reference Rate" means the fluctuating interest rate per annum
      -----------------------
equal to the higher of (a) the sum of the Federal Funds Rate plus 1/2% and (b)
                                                             ----
the rate of interest (the "Reference Rate") publicly announced from time to time
                           --------------
by Bank of America at its executive offices, as its reference rate or prime
rate.  The Reference Rate is a rate set by Bank of America based upon various
factors, including Bank of America's cost and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above or below the Reference Rate.  Any change in
the Reference Rate shall take effect at the opening of business on the day
specified in the public announcement of such change.

     "Affiliate" means, with respect to any Person, any Subsidiary of such
      ---------
Person and any other Person which, directly or indirectly, controls, or is
controlled by, or is under common

                                       1
<PAGE>

control with, such Person (excluding any trustee under, or any committee with
responsibility for administering, any Plan). A Person shall be deemed to control
another Person if such Person possesses, directly or indirectly, the power:

          (a)  to vote 10% or more of the securities having ordinary voting
     power for the election of directors of such other Person; or

          (b)  to direct or cause the direction of the management and policies
     of such other Person, whether through the ownership of voting securities,
     by contract or otherwise.

     "Agent" means Bank of America in its capacity as administrative agent for
      -----
the Lenders, together with any successor thereto in such capacity.

     "Agent's Payment Office" means the Agent's address and, as appropriate,
      ----------------------
account as set forth on Schedule 1.01(c) or such other address as the Agent may
                        ----------------
from time to time specify.

     "Agent-Related Persons" means Bank of America and any successor agent
      ---------------------
arising under Section 10.09, together with their respective Affiliates
              -------------
(including, in the case of Bank of America, Banc of America Securities LLC), and
the officers, directors, employees, agents and attorneys-in-fact of such Persons
and Affiliates.

     "Aggregate Commitments" means the aggregate amount of the Commitments of
      ---------------------
all the Lenders as in effect from time to time.

     "Agreement" means this Credit Agreement.
      ---------

     "Arrangers" means each of Banc of America Securities LLC, Merrill Lynch
      ---------
Capital Corporation, and Morgan Stanley Senior Funding, Inc.

     "Asset Disposition" has the meaning specified in Section 2.06(b).
      -----------------                               ---------------

     "Asset Disposition Bridge Facility" means the Credit Agreement (Asset
      ---------------------------------
Disposition Bridge Facility), dated as of the date hereof, by and among the
Company, the lenders parties thereto, and Bank of America as the agent for such
Lenders.

     "Assignee" means any Person which becomes a party to this Agreement
      --------
pursuant to Section 11.08.
            -------------

     "Bank of America" means Bank of America, N.A., a national banking
      ---------------
association and its successors by merger and permitted assigns.

     "Borrowing" means an extension of credit hereunder consisting of Loans of
      ---------
the same type made pursuant to Section 2.01 by the Lenders ratably according to
                               ------------
their respective Commitment Percentages.

     "Business Day" means any day other than a Saturday, Sunday or other day on
      ------------
which commercial banks in New York City or San Francisco are authorized or
required by law to close,

                                       2
<PAGE>

and if the applicable Business Day relates to any Offshore Rate Loan, any such
day on which dealings are carried on in the London interbank market.

     "CERCLA" means the Comprehensive Environmental Response Compensation and
      ------
Liability Act of 1980.

     "CERCLIS" means the Comprehensive Environmental Response Compensation
      -------
Liability Information System List.

     "Closing Date" means the date on which all the conditions precedent set
      ------------
forth in Sections 6.01 and 6.02 shall have been satisfied or waived.

     "Code" means the Internal Revenue Code of 1986.
      ----

     "Commitment" means for each Lender, as the context may require, (a) the
      ----------
amount set forth on Schedule 1.01(a) opposite the name of such Lender under the
                    ----------------
heading "Commitments" or as otherwise set forth in any Notice of Assignment, as
such amount may be reduced as a result of one or more assignments pursuant to
Section 11.08; or (b) the obligation of such Lender to extend credit to the
-------------
Company hereunder in the amount specified in the immediately preceding clause
                                                                       ------
(a).
---

     "Commitment Percentage" means, as to any Lender at any time, the percentage
      ---------------------
of the Aggregate Commitments represented by such Lender's Commitment at such
time, as set forth on Schedule 1.01(a), as such percentage may be modified from
                      ----------------
time to time in accordance with Notices of Assignment delivered hereunder
pursuant to Section 11.08.
            -------------

     "Company" has the meaning specified in the introduction to this Agreement.
      -------

     "Continuation" and "Continue" mean, with respect to any Offshore Rate Loan,
      ------------       --------
the continuation of such Offshore Rate Loan as an Offshore Rate Loan on the last
day of the Interest Period for such Loan.

     "Contractual Obligation" means, with respect to any Person, any provision
      ----------------------
of any security issued by such Person or of any agreement, undertaking,
contract, indenture, mortgage, deed of trust or other instrument to which such
Person is a party or by which it or any of its property is subject.

     "Contribution Agreement (Capital Markets Bridge Facility)" means the
      --------------------------------------------------------
Contribution Agreement (Capital Markets Bridge Facility), dated as of the date
hereof, between the Company and each of its Subsidiaries now or hereafter
parties to the Subsidiary Guaranty (Capital Markets Bridge Facility).

     "Controlled Group" means all members of a controlled group of corporations
      ----------------
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Company, are treated
as a single employer under Section 414(b) or 414(c) of the Code or Section 4001
of ERISA.

                                       3
<PAGE>

     "Conversion" and "Convert" mean, with respect to any Loan, the conversion
      ----------       -------
of such Loan from or into another type of Loan.

     "Co-Syndication Agents" means each of Merrill Lynch Capital Corporation and
      ---------------------
Morgan Stanley Senior Funding, Inc.

     "Debt Rating" means, on any date, the rating of the Company's senior
      -----------
unsecured long-term Indebtedness, as most recently publicly announced by Moody's
and S&P; provided, however, that if only one such rating is available, the
         --------  -------
applicable interest rate or fee to be determined based on such rating shall be
determined solely by reference to such one rating.

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

     "Dollar" and "$" mean lawful money of the United States of America.
      ------       -

     "EBITDA" means, as of the end of any Measurement Period, the sum of the
      ------
following, calculated for the Company and its Subsidiaries on a consolidated
basis: (a) net income (or net loss) for such period, plus (b) all amounts
                                                     ----
treated as expenses for depreciation, interest and the non-cash amortization of
intangibles of any kind to the extent included in the determination of such net
income (or loss), plus (c) cost of timber sold by North American Timber Corp.
                  ----
(as long as consolidated with the Company and to the extent it represents
depletion) to the extent included in the determination of such net income (or
loss), plus (d) all accrued taxes on or measured by income to the extent
       ----
included in the determination of such net income (or loss); provided, however,
                                                            --------  -------
that net income (or loss) shall be computed for these purposes without giving
effect to extraordinary cash gains or non-recurring, non-cash items.

     "Effective Amount" means with respect to any Loans on any date the
      ----------------
aggregate outstanding principal amount thereof after giving effect to any
Borrowing and prepayments or repayments of Loans occurring on such date.

     "18-Month Revolver" means the Credit Agreement (18-Month Revolving Credit
      -----------------
Facility), dated as of the date hereof, by and among the Company, the lenders
parties thereto, and Bank of America as the agent for such lenders.

     "Eligible Assignee" means (a) a commercial bank organized under the laws of
      -----------------
the United States, or any state thereof, and having a combined capital and
surplus of at least $250,000,000; (b) a commercial bank organized under the laws
of any other country which is a member of the Organization for Economic
Cooperation and Development, or a political subdivision of any such country, and
having a combined capital and surplus of at least $250,000,000, provided that
such bank is acting through a branch or agency located in the United States; (c)
a Person that is primarily engaged in the business of commercial banking and
that is (i) a Subsidiary of a Lender, (ii) a Subsidiary of a Person of which a
Lender is a Subsidiary, or (iii) a Person of which a Lender is a Subsidiary; and
(d) any other Person approved in writing by the Company and the Agent.

                                       4
<PAGE>

     "Environmental Laws" means all applicable federal, state or local statutes,
      ------------------
laws, ordinances, codes, rules and regulations (including consent decrees and
administrative orders) relating to public health and safety and protection of
the environment.

     "ERISA" means the Employee Retirement Income Security Act of 1974, together
      -----
with the regulations thereunder.

     "Eurocurrency Liabilities" has the meaning assigned to that term in
      ------------------------
Regulation D of the Federal Reserve Board, as in effect from time to time.

     "Event of Default" has the meaning specified in Section 9.01.
      ----------------                               ------------

     "Federal Funds Rate" means, for any day, the rate set forth in the weekly
      ------------------
statistical release designated as H.15(519), or any successor publication,
published by the Federal Reserve Board (including any such successor,

"H.15(519)") for such day opposite the caption "Federal Funds (Effective)."  If
 --------
on any relevant day such rate is not yet published in H.15(519), the rate for
such day will be the rate set forth in the daily statistical release designated
as the Composite 3:30 p.m. Quotations for U.S. Government Securities, or any
successor publication, published by the Federal Reserve Bank of New York
(including any such successor, the "Composite 3:30 p.m. Quotations") for such
                                    ------------------------------
day under the caption "Federal Funds Effective Rate".

     "Federal Reserve Board" means the Board of Governors of the Federal Reserve
      ---------------------
System.

     "Fee Letter" means the letter agreement, dated August 1, 2000, between the
      ----------
Company, Bank of America, the Co-Syndication Agents and the Arrangers regarding
the payment of certain fees.

     "Form W-8" has the meaning specified in Section 3.04(f)(i)(A).
      --------                               ---------------------

     "Form W-BEN" has the meaning specified in Section 3.04(f)(i)(B).
      ----------                               ---------------------

     "Form W-8ECI" has the meaning specified in Section 3.04(f)(i)(A).
      -----------                               ---------------------

     "Portfolio Exemption Certificate" has the meaning specified in Section
      -------------------------------                               -------
3.04(f)(i)(B).
-------------

     "Fort James Acquisition" means the completion of the Fort James Tender and
      ----------------------
the merger of the Offeror with and into the Target pursuant to the Merger
Documents.

     "Fort James Tender" means the valid tender in accordance with the terms of
      -----------------
the Offer (as defined in the Merger Agreement), before the expiration date of
the Offer and not withdrawn, of a number of shares of the Company's Common Stock
(as defined in the Merger Agreement) that, together with the shares of the
Company's Common Stock then owned by the Company and/or the Offeror, represents
at least two-thirds of the shares of the Company's Common Stock outstanding on a
fully-diluted basis, subject to the conditions set forth in Annex I to the
Merger Agreement and the other terms and conditions thereof.

     "Funded Indebtedness" means, for any day, the sum of (a) all Indebtedness
      -------------------
for Borrowed Money of the Company and its consolidated Subsidiaries outstanding
on such day plus (b) the
            ----

                                       5
<PAGE>

aggregate capital invested as of such day by Persons other than the Company and
its consolidated Subsidiaries in receivables and other accounts sold to such
Persons by the Company and its consolidated Subsidiaries, excluding receivables
and other accounts sold in connection with the sale of a business or the sale of
the assets and/or operations generating such receivables and other accounts.

     "GAAP" means, as of any date of determination, generally accepted
      ----
accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and
authority within the accounting profession) or in such other statements by such
other entity as may be in general use by significant segments of the accounting
profession.

     "Governmental Authority" means any nation or government, any federal,
      ----------------------
state, local or other political subdivision thereof and any central bank thereof
and any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

     "Hazardous Material" means:
      ------------------

          (a)  any "hazardous substance", as defined by CERCLA;

          (b)  any "hazardous waste", as defined by the Resource Conservation
     and Recovery Act, 42 U.S.C. Section 690, et seq., as in effect from time to
                                              -- ---
     time;

          (c)  any petroleum product; or

          (d)  any pollutant or contaminant or hazardous, dangerous or toxic
     chemical, material or substance within the meaning of any other applicable
     federal, state or local law, regulation, ordinance, or requirement
     (including consent decrees and administrative orders) relating to or
     imposing liability or standards of conduct concerning any hazardous, toxic
     or dangerous waste, substance or material, all as amended or hereafter
     amended.

     "Indebtedness" of any Person means, without duplication, the consolidated
      ------------
Indebtedness for Borrowed Money of such Person and guaranties of indebtedness of
others provided by such Person, all as determined in accordance with GAAP
consistent with the accounting principles applied in the preparation of the
financial statements referred to in Section 5.05(a).
                                    ---------------

     "Indebtedness for Borrowed Money" of any Person means, without duplication,
      -------------------------------

          (a)  all indebtedness of such Person for borrowed money, including the
     Company's Premium Equity Participating Security Units, whether or not
     treated as indebtedness under GAAP, until such time as they are converted
     into common stock of the Company;

                                       6
<PAGE>

          (b)  all obligations of such Person issued or assumed as the deferred
     purchase price of property or services other than bank overdrafts and trade
     accounts payable arising in the ordinary course of business consistent with
     past practices;

          (c)  all obligations of such Person evidenced by notes, bonds,
     debentures, commercial paper or similar instruments, including obligations
     so evidenced incurred in connection with the acquisition of property,
     assets or businesses;

          (d)  all indebtedness of such Person created or arising under any
     conditional sale or other title retention agreement with respect to
     property acquired by such Person (even though the rights and remedies of
     the seller or creditor under such agreement in the event of default are
     limited to repossession or sale of such property);

          (e)  all rental obligations of such Person under leases capitalized
     under GAAP as disclosed in the financial statements delivered pursuant to
     Section 7.09; and
     -------

          (f)  all indebtedness of such Person or of others referred to in
     paragraphs (a) through (e) secured by (or for which the holder of such
     --------------         ---
     indebtedness has an existing right, contingent or otherwise, to be secured
     by) any Lien upon or in property (including accounts and contract rights)
     owned by such Person, even though such Person has not assumed or become
     liable for the payment of such indebtedness.

     "Indemnified Party" has the meaning specified in Section 11.05(a).
      -----------------                               ----------------

     "Interest Payment Date" means (a) with respect to any Offshore Rate Loan,
      ---------------------
the last day of each Interest Period applicable to such Offshore Rate Loan, each
date such Loan is repaid, prepaid, Continued or Converted, and the Maturity
Date, and, with respect to any Interest Period of six months' duration, the date
which falls three months after the beginning of such Interest Period, and (b)
with respect to any Reference Rate Loan, the last Business Day of each calendar
quarter, each date such Reference Rate Loan is Converted into an Offshore Rate
Loan, and the Maturity Date.

     "Interest Period" means, as to any Offshore Rate Loan, the period
      ---------------
commencing on the Business Day such Offshore Rate Loan is disbursed, Continued
or Converted into such Offshore Rate Loan, and ending on the date one, two,
three or six months thereafter as selected by the Company in its Notice of
Borrowing or Notice of Conversion/Continuation; provided, that:
                                                --------

          (a)  in the case of the Continuation of an Offshore Rate Loan pursuant
     to Section 2.09, the Interest Period applicable after the Continuation of
        ------------
     such Loan shall commence on the last day of the preceding Interest Period;

          (b)  if any Interest Period would otherwise end on a day which is not
     a Business Day, that Interest Period shall be extended to the next
     succeeding Business Day, unless the result of such extension would be to
     carry such Interest Period into another calendar month, in which event such
     Interest Period shall end on the immediately preceding Business Day;

                                       7
<PAGE>

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

          (d)  no Interest Period for any Offshore Rate Loan shall extend beyond
     the Maturity Date.

     "Investments" means all investments, whether by acquisition of stock or
      -----------
indebtedness, or by loan, advance, transfer of property, capital contribution or
otherwise.

     "Investments in Unrestricted Subsidiaries" means Investments made by the
      ----------------------------------------
Company or by any Restricted Subsidiary in Unrestricted Subsidiaries, net of
Investments made by Unrestricted Subsidiaries in the Company or any Restricted
Subsidiary.  If any corporation which becomes a Restricted Subsidiary after the
date of this Agreement shall, at the time it becomes a Restricted Subsidiary,
have any Investments in an Unrestricted Subsidiary, such Investments shall be
deemed to be Investments made by the Company in such Unrestricted Subsidiary at
the time such corporation becomes a Restricted Subsidiary, in the amount at
which such Investments are then carried on the books of such corporation.  If
any corporation shall become an Unrestricted Subsidiary after the date of this
Agreement, the Investments of the Company and its Restricted Subsidiaries in
such corporation shall be deemed to be Investments made at the time such
corporation becomes an Unrestricted Subsidiary, in the amount at which such
Investments are then carried on the books of the Company and its Restricted
Subsidiaries.

     "Lender" has the meaning specified in the introduction to this Agreement
      ------
and includes each Lender listed on the signature pages hereof and each Assignee.

     "Lending Office" means, with respect to any Lender, the office or offices
      --------------
of such Lender specified as its "Domestic Lending Office" or "Offshore Rate
                                 -----------------------      -------------
Lending Office", as the case may be, opposite its name on Schedule 1.01(b) or in
--------------                                            ----------------
the applicable Notice of Assignment, or such other office or offices of such
Lender as such Lender may from time to time specify to the Company and the
Agent.

     "Lien" means any mortgage, security interest, pledge or lien.
      ----

     "Loan" means a loan by a Lender to the Company pursuant to Section 2.01 and
      ----                                                      ------------
may be in the form of a Offshore Rate Loan or a Reference Rate Loan, each of
which shall be a "type" of Loan.
                  ----

     "Loan Documents" means this Agreement, the Subsidiary Guaranty (Capital
      --------------
Markets Bridge Facility), the Contribution Agreement (Capital Markets Bridge
Facility), and any promissory note issued pursuant hereto.

     "Loan Parties" means, collectively, the Company and each other Person
      ------------
(other than the Agent and the Lenders) who is a party to a Loan Document.

     "Material Adverse Effect" means, with respect to any event, act, condition
      -----------------------
or occurrence of whatever nature (including any adverse determination in any
litigation, arbitration, or

                                       8
<PAGE>

governmental investigation or proceeding), whether singly or in conjunction with
any other event or events, act or acts, condition or conditions, occurrence or
occurrences, whether or not related, a material adverse change in, or a material
adverse effect upon, any of (a) the financial condition, operations, business or
properties of the Company and its Subsidiaries taken as a whole or (b) the
legality, validity or enforceability of any Loan Document or Merger Document.

     "Maturity Date" means the date which is 18 months after the Closing Date.
      -------------

     "Measurement Period" means a period consisting of four consecutive fiscal
      ------------------
quarters of the Company and ending on the last day of the most recently
completed fiscal quarter of the Company.

     "Merger Agreement" means that certain Agreement and Plan of Merger, dated
      ----------------
as of July 16, 2000, by an among the Company, Offeror, and Target.

     "Merger Documents" means the Merger Agreement and all related documents.
      ----------------

     "Moody's" means Moody's Investors Services, Inc. or any successor to the
      -------
rating agency business thereof.

     "Multi-Year Revolver" means the Credit Agreement (Multi-Year Revolving
      -------------------
Credit Facility), dated as of the date hereof, by and among the Company, the
lenders parties thereto, and Bank of America as the agent for such Lenders.

     "Net Tangible Assets" means, at any date, the aggregate amount of assets,
      -------------------
including the amount of any receivables or other accounts of the Company and its
Subsidiaries sold in connection with any receivables sale transaction (less
applicable reserves and other properly deductible items) after deducting
therefrom (a) all current liabilities, (b) any item representing Investments in
Unrestricted Subsidiaries and (c) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expenses and other like intangibles, all
of the foregoing as set forth on the then most recent consolidated balance sheet
of the Company and its Subsidiaries and computed in accordance with GAAP.

     "Net Proceeds" means, in respect of any disposition, the proceeds in cash
      ------------
received by the Company or any of its Subsidiaries with respect to or on account
of such disposition, net of:  (a) the direct costs of such disposition then
payable by the recipient of such proceeds, (b) sales, use and other taxes paid
or payable by such recipient as a result thereof, and (c) amounts required to be
applied to repay principal, interest and prepayment premiums and penalties on
Indebtedness secured by a Permitted Lien on the properties subject to such
disposition.

     "Net Worth" means, at any date, the excess of Total Assets at such date
      ---------
over Total Liabilities at such date.

     "1999 Credit Agreement" has the meaning specified in the first recital of
      ---------------------
this Agreement.

     "Notice of Assignment" has the meaning specified in Section 11.08(b).
      --------------------                               ----------------

     "Notice of Borrowing" has the meaning specified in Section 2.02(a).
      -------------------                               ---------------

                                       9
<PAGE>

     "Notice of Conversion/Continuation" has the meaning specified in Section
      ---------------------------------                               -------
2.09.
----

     "Obligations" means all Loans and other Indebtedness, advances, debts,
      -----------
liabilities, obligations, covenants and duties owing by the Company, or any
other Loan Party to any Lender, the Agent, any Affiliate of any Lender or the
Agent or any Indemnified Party, of any kind or nature, present or future,
whether or not evidenced by any note, guaranty or other instrument, but in each
case only as arising under or in connection with this Agreement or under or in
connection with any other Loan Document, whether or not for the payment of
money, whether arising by reason of an extension of credit, loan, guaranty,
indemnification or in any other manner, whether direct or indirect (including
those acquired by assignment), absolute or contingent, due or to become due, now
existing or hereafter arising and however acquired.  The term "Obligations"
                                                               -----------
includes all interest, charges, expenses, fees, attorneys' fees and
disbursements and any other sum chargeable to the Company, or any other Loan
Party under or in connection with this Agreement or any other Loan Document.

     "Offeror" has the meaning given in the recitals to this Agreement.
      -------

     "Offshore Rate" means for any Interest Period:
      -------------

          (a)  the rate per annum equal to the rate determined by the Agent to
     be the offered rate that appears on the page of the Telerate screen that
     displays an average British Bankers Association Interest Settlement Rate
     for deposits in the applicable currency (for delivery on the first day of
     such Interest Period) with a term equivalent to such Interest Period,
     determined as of approximately 11:00 a.m. (London time) two Business Days
     prior to the first day of such Interest Period, or

          (b)  in the event the rate referenced in the preceding clause (a) does
     not appear on such page or service or such page or service shall cease to
     be available, the rate per annum equal to the rate determined by the Agent
     to be the offered rate on such other page or other service that displays an
     average British Bankers Association Interest Settlement Rate for deposits
     in dollars (for delivery on the first day of such Interest Period) with a
     term equivalent to such Interest Period, determined as of approximately
     11:00 a.m. (London time) two Business Days prior to the first day of such
     Interest Period, or

          (c)  in the event the rates referenced in the preceding clauses (a)
     and (b) are not available, the rate per annum determined by the Agent as
     the rate of interest (rounded upward to the next 1/100th of 1%) at which
     deposits in the applicable currency for delivery on the first day of such
     Interest Period in same day funds in the approximate amount of the Offshore
     Rate Loan being made, Continued or Converted by the Agent (or its
     Affiliate) in its capacity as a Lender and with a term equivalent to such
     Interest Period would be offered by Bank of America's London Branch to
     major banks in the offshore Dollar market at their request at approximately
     11:00 a.m. (London time) two Business Days prior to the first day of such
     Interest Period.

     The determination of the Offshore Rate by the Agent shall be conclusive in
the absence of manifest error.

                                       10
<PAGE>

     "Offshore Rate Loan" means a Loan bearing interest based on the Offshore
      ------------------
Rate.

     "Other Taxes" has the meaning specified in Section 3.05(b).
      -----------                               ---------------

     "Participant" has the meaning specified in Section 11.08(d).
      -----------                               ----------------

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

     "Pension Plan" means a "pension plan", as such term is defined in Section
      ------------
3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer
plan as defined in Section 4001(a)(3) of ERISA), and to which the Company or any
corporation, trade, or business that is, along with the Company, a member of its
Controlled Group, may have liability, including a reasonable possibility of
liability due to having been a substantial employer within the meaning of
Section 4063 of ERISA at any time during the preceding five years, or by reason
of being deemed to be a contributing sponsor under Section 4069 of ERISA.

     "Permitted Liens" means the Liens permitted or required by Section 8.01.
      ---------------                                           ------------

     "Permitted Swap Obligations" means all obligations (contingent or
      --------------------------
otherwise) of the Company or any Subsidiary existing or arising under Swap
Contracts, provided that such obligations are (or were) entered into by such
Person in the ordinary course of business for the purpose of directly mitigating
risks associated with liabilities, commitments or assets held or reasonably
anticipated by such Person, or changes in the value of securities issued by such
Person in conjunction with a securities repurchase program not otherwise
prohibited hereunder, and not for purposes of speculation or taking a "market
view".

     "Person" means an individual, partnership, corporation (including a
      ------
business trust), joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political subdivision or agency
thereof.

     "Plan" means each Pension Plan or Welfare Plan, and any other employee
      ----
benefit plan (within the meaning of Section 3(3) of ERISA) sponsored or
maintained by the Company or any Subsidiary of the Company.

     "Post-Acquisition Rating Date" means the date on which a final
      ----------------------------
determination of the Company's Debt Rating is made by both Moody's and S&P after
giving effect to the Fort James Acquisition.

     "Principal Property" means any mill, manufacturing plant, manufacturing
      ------------------
facility or timberlands, owned by the Company and/or one or more Restricted
Subsidiaries and located within the continental United States of America;
provided, however, that the term "Principal Property" shall not include (a) any
--------  -------                 ------------------
such mill, plant, facility or timberlands or portion thereof (i) which is
financed by obligations issued by a State, a Territory or a possession of the
United States of America or any political subdivision of any of the foregoing,
or the District of Columbia, the interest on which is excludable from gross
income of the holders thereof pursuant to the provisions of Section 103(a)(1)
(but only if by reason of Section 103(b)(4)(E) or (F)) of the Internal Revenue
Code of 1954, as in effect at the time of the issuance of such obligations, or

                                       11
<PAGE>

(ii) which in the opinion of the Company's Board of Directors is not of material
importance to the total business conducted by the Company and the Restricted
Subsidiaries, considered as a whole; or (b) any timberlands designated by the
Company's Board of Directors as being held primarily for development and/or sale
rather than for the production of timber; or (c) any minerals or mineral rights.

     "Principal Subsidiary" means each of Unisource Worldwide, Inc., a Delaware
      --------------------
corporation, Great Northern Nekoosa Corporation, a Maine corporation; Brunswick
Pulp & Paper Company, a Delaware corporation; Georgia-Pacific West, Inc., an
Oregon corporation; G-P Gypsum Corporation, a Delaware corporation; Leaf River
Forest Products, Inc., a Delaware corporation; Nekoosa Packaging Corporation, a
Delaware corporation, Nekoosa Papers Inc., a Wisconsin corporation, and the
Offeror, and any other Subsidiary (other than North American Timber Corp.)
having assets constituting at least 10% of the Total Assets.

     "Pro Rata Share" means, with respect to each Lender, the percentage
      --------------
equivalent (rounded, if necessary to the ninth decimal place) at such time of
such Lender's Commitment divided by the Aggregate Commitment (or, if all
Commitments have been terminated, the Effective Amount of such Lender's Loans
divided by the Effective Amount of the aggregate Loans then held by all
Lenders).

     "Reference Rate" has the meaning specified in the definition of Adjusted
      --------------
Reference Rate.

     "Reference Rate Loan" means any Loan that bears interest at a rate
      -------------------
determined with reference to the Adjusted Reference Rate.

     "Release" means a "release", as such term is defined in CERCLA.
      -------

     "Replacement Lender" has the meaning specified in Section 4.09.
      ------------------                               ------------

     "Required Lenders" means at any time Lenders having 51% or more of the
      ----------------
Effective Amount of Loans of all the Lenders, or, if no Loans are outstanding,
Lenders having 51% or more of the Commitments.

     "Requirement of Law" means, as to any Person, the charter and by-laws or
      ------------------
other organization or governing documents of such Person, and any law, rule or
regulation including the requirements of Environmental Laws and ERISA, the
Securities Act of 1933, the Securities Exchange Act of 1934, Regulations T, U
and X of the Federal Reserve Board or any order, decree or other determination
of an arbitrator or a court or other Governmental Authority applicable to or
binding upon such Person or any of its property or to which such Person or any
of its property is subject.

     "Responsible Officer" means, with respect to any Person, the Chief
      -------------------
Executive Officer, the President, any Vice-Chairman or any of the Vice
Presidents or the Treasurer of such Person or, with respect to financial
matters, the Chief Financial Officer, the Executive Vice President-Finance and
Chief Financial Officer or the Vice President and Treasurer of such Person.

                                       12
<PAGE>

     "Restricted Subsidiary" means the Offeror and any Subsidiary of the Company
      ---------------------
(a) substantially all of the property of which is located within the continental
United States of America and (b) which itself, or together with the Company
and/or one or more other Restricted Subsidiaries, owns a Principal Property.

     "Sale-Leaseback Transaction" has the meaning specified in Section 8.02.
      --------------------------                               ------------

     "S&P" means Standard & Poor's or any successor to the rating agency
      ---
business thereof.

     "Subsidiary" means, with respect to any Person, any corporation of which
      ----------
more than 50% of the outstanding capital stock having ordinary voting power to
elect a majority of the board of directors (or others performing a comparable
function) of such corporation is at the time directly or indirectly owned by
such Person, by such Person and one or more other Subsidiaries of such Person,
or by one or more other Subsidiaries of such Person.

     "Subsidiary Guaranty (Capital Markets Bridge Facility)" has the meaning
      -----------------------------------------------------
specified in Section 6.01(c).
             ---------------

     "Swap Contract" means any agreement, whether or not in writing, relating to
      -------------
any transaction that is a rate swap, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap or option, bond,
note or bill option, interest rate option, forward foreign exchange transaction,
cap, collar or floor transaction, currency swap, cross-currency rate swap,
swaption, currency option or any other, similar transaction (including any
option to enter into any of the foregoing) or any combination of the foregoing,
and, unless the context otherwise clearly requires, any master agreement
relating to or governing any or all of the foregoing.

     "Swap Termination Value" means, in respect of any one or more Swap
      ----------------------
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a) the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined by the Agent
based upon one or more mid-market or other readily available quotations provided
by any recognized dealer in such Swap Contracts (which may include any Lender).

     "Target" has the meaning given in the recitals to this Agreement.
      ------

     "Target EBITDA" means, for any fiscal period of the Company, the sum of the
      -------------
following, calculated for the Target and its Subsidiaries on a consolidated
basis for the corresponding fiscal period of the Target: (a) net income (or net
loss) for such period, plus (b) all amounts treated as expenses for
                       ----
depreciation, interest and the non-cash amortization of intangibles of any kind
to the extent included in the determination of such net income (or loss), plus
                                                                          ----
(c) all accrued taxes on or measured by income to the extent included in the
determination of such net income (or loss); provided, however, that net income
                                            --------  -------
(or loss) shall be computed for these purposes without giving effect to
extraordinary cash gains or non-recurring, non-cash items.

                                       13
<PAGE>

     "Taxes" has the meaning specified in Section 3.05(a).
      -----                               ---------------

     "Timber Disposition Bridge Facility" means the Credit Agreement (Timber
      ----------------------------------
Disposition Bridge Facility), dated as of the date hereof, by and among North
American Timber Corp., the lenders parties thereto, and Bank of America as the
agent for such Lenders.

     "Total Assets" means, at any date, without duplication, the total
      ------------
consolidated assets of the Company and its Subsidiaries, as determined in
accordance with GAAP.

     "Total Liabilities" means, at any date, without duplication, the total
      -----------------
consolidated liabilities of the Company and its Subsidiaries, determined in
accordance with GAAP.

     "Unrestricted Subsidiary" means any Subsidiary of the Company other than a
      -----------------------
Restricted Subsidiary.

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

     "Welfare Plan" means a "welfare plan", as such term is defined in Section
      ------------
(3)(1) of ERISA.

     1.02  Computation of Time Periods. In this Agreement, in the computation of
           ---------------------------
periods of time from a specified date to a later specified date, the word "from"
means "from and including" and the words "to" and "until" each means "to but
excluding."

     1.03  Accounting Matters. All accounting terms not specifically defined
           ------------------
herein shall be construed in accordance with GAAP, and all financial statements
referred to in Sections 7.09(a) and (b) shall be prepared in accordance with
               ----------------     ---
GAAP; provided, however, that all computations determining compliance with
      --------  -------
Article 8 shall use accounting principles consistent with those applied in the
---------
preparation of the financial statements of the Company referred to in Section
                                                                      -------
5.05(a). The parties hereto agree that to the extent that any change in GAAP
-------
affects the calculation of the financial covenant contained herein, the Agent
(at the direction of the Required Lenders) and the Company shall negotiate in
good faith to amend such financial covenant to account for such changes in GAAP.

     1.04  Certain Terms.
           -------------

     The words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Agreement as a whole, including the Exhibits and Schedules
hereto, and not to any particular Article, Section, paragraph or clause in this
Agreement. The word "including" when used herein is not intended to be exclusive
and means "including, without limitation."  References herein to an Article,
Section, paragraph or clause shall refer to the appropriate Article, Section,
paragraph or clause in this Agreement.

                                       14
<PAGE>

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

                                   ARTICLE 2
                        AMOUNTS AND TERMS OF THE LOANS
                        ------------------------------

     2.01  Loans. Each Lender severally agrees, on the terms and subject to the
           -----
conditions hereinafter set forth, to make one Loan to the Company in Dollars in
a single Borrowing (the "Loan"), in a principal amount which does not exceed
                         ----
such Lender's Commitment. Amounts borrowed as Loans which are repaid or prepaid
by the Company may not be reborrowed. Any portion of the Commitment that is not
used in connection with such single Borrowing shall automatically terminate.
Notwithstanding anything herein to the contrary, the Commitment of each Lender
to make its Loan shall terminate on February 28, 2001 if the Closing Date has
not occurred on or prior to such date.

     2.02  Procedure for the Borrowing.
           ---------------------------

     (a)   The Borrowing shall be made on notice, delivered by the Company to
the Agent not later than 12:00 noon (New York City time) at least (i) four
Business Days prior to the date of such proposed Borrowing, in the case of
Offshore Rate Loans, and (ii) on the day of such proposed Borrowing, in the case
of Reference Rate Loans. Such notice of a Borrowing (a "Notice of Borrowing")
                                                        -------------------
shall be irrevocable and shall be delivered by facsimile, in substantially the
form of Exhibit 2.02(a), specifying therein:
        ---------------

           (i)   the date of such Borrowing;

           (ii)  the amount of such Borrowing which, (A) in the case of a
     Borrowing of Offshore Rate Loans, shall be in the amount of $20,000,000 or
     an integral multiple of $10,000,000 in excess thereof and (B), in the case
     of a Borrowing of Reference Rate Loans, shall be in the amount of
     $10,000,000 or an integral multiple of $5,000,000 in excess thereof and
     shall not, in any case, exceed the Aggregate Commitments on the date such
     Borrowing is made;

           (iii) whether the Borrowing is of Offshore Rate Loans or Reference
     Rate Loans; and

           (iv)  if such Borrowing is of Offshore Rate Loans, the duration of
     the initial Interest Period or Interest Periods applicable to such Loans.

If the Notice of Borrowing shall fail to specify the duration of the initial
Interest Period for any Offshore Rate Loans, such Interest Period shall be one
month.

                                       15
<PAGE>

     (b)   Upon receipt of the Notice of Borrowing, the Agent shall promptly
notify each Lender thereof and of the amount of such Lender's share of such
Borrowing determined on the basis of such Lender's Commitment Percentage. Each
Lender shall make available to the Agent the amount of its ratable share of such
Borrowing in the manner and at the time set forth in Section 3.03(a).
                                                     ---------------

     (c)   Unless any applicable condition specified in Article 6 has not been
                                                        ---------
satisfied or waived, the Agent will make the funds received from the Lenders
promptly available to the Company by crediting the account of the Company on the
books of Bank of America, or such other account as shall have been specified by
the Company, with the aggregate of the amounts made available to the Agent by
the Lenders and in like funds as received by the Agent.

     (d)   After giving effect to the Borrowing, there shall not be more than
three different Interest Periods in effect.

     2.03  Evidence of Indebtedness.
           ------------------------

     (a)   Each Lender, with respect to amounts payable to it hereunder, and the
Agent, with respect to all amounts payable hereunder in respect of Borrowings,
shall maintain on its books in accordance with its usual practice, loan accounts
and control accounts, respectively, setting forth each Loan, the applicable
interest rate, and the amounts of principal, interest and other sums paid and
payable by the Company from time to time hereunder with respect thereto;
provided, however, that the failure by any Lender to record, or any error in
--------  -------
recording, any such amount on its books shall not affect the obligations of the
Company with respect thereto. In the case of any dispute, action or proceeding
relating to any amount payable hereunder, the entries in each such account shall
be prima facie evidence of such amount, absent manifest error. In case of any
discrepancy between the entries in the Agent's books and any Lender's books,
such Lender's books shall be considered correct in the absence of manifest
error.

     (b)   Notwithstanding the foregoing, if any Lender shall so request, the
obligation to repay the Loans shall also be evidenced by a promissory note in
the form of Exhibit 2.05(b).
            ---------------

     2.04  Repayment. The Company agrees to repay to the Agent for the account
           ---------
of the Lenders the outstanding principal amount of all Loans on the Maturity
Date.

     2.05  Optional Prepayments.
           --------------------

     (a)   Subject to Section 4.06(a), the Company may, upon (i) at least four
                      ---------------
Business Days' prior notice to the Agent, in the case of a prepayment of
Offshore Rate Loans, and (ii) at least one Business Day's prior notice to the
Agent, in the case of a prepayment of Reference Rate Loans, stating the proposed
date and aggregate principal amount of the prepayment, prepay, ratably among the
Lenders in accordance with their Commitment Percentages, the outstanding
principal amount of the Loans, in whole or in part, together with accrued
interest to the date of such prepayment on the principal amount prepaid.

     (b)   Each partial prepayment of Loans shall be, (i) in the case of
Offshore Rate Loans, in the aggregate principal amount of $20,000,000 or an
integral multiple of $10,000,000 in excess thereof and (B) in the case of
Reference Rate Loans, in the aggregate principal amount of

                                       16
<PAGE>

$10,000,000 or an integral multiple of $5,000,000 in excess thereof; provided,
                                                                     --------
however, that, if the aggregate amount of Offshore Rate Loans comprised in the
-------
same Borrowing would be reduced as a result of any voluntary prepayment to an
amount less than $20,000,000, such Offshore Rate Loans shall automatically
Convert into Reference Rate Loans on the last day of the then current Interest
Period.

     (c)   If a notice of prepayment is given, such notice shall be irrevocable
and the principal amount stated in such notice, together with accrued interest
thereon and any amount payable pursuant to Section 4.06(a), shall be due and
                                           ---------------
payable on the date specified in such notice. The Agent shall promptly notify
each Lender of its receipt of any notice of prepayment under this Section 2.05.
                                                                  ------------

     2.06  Mandatory Prepayments.
           ---------------------

     (a)   In connection with any sale of debt or equity securities, or
incurrence of debt for borrowed money (except for any such debt having a tenor
of no longer than 120 days), by the Company or any of its Subsidiaries
generating proceeds (net of underwriting discounts and commissions or placement
fees or investment banking fees paid to any of the Lenders (or their affiliates)
and legal fees, accounting fees, and other customary fees, commissions, expenses
and costs associated therewith) in excess of $10,000,000, the Company shall
prepay the Loans in an amount equal to such net proceeds within 30 days after
receipt thereof.

     (b)   In connection with any sale or disposition of assets or series of
related sales or dispositions of assets by the Company or any of its Restricted
Subsidiaries (other than the sale of inventory in the ordinary course of
business) generating Net Proceeds in excess of $50,000,000 (each, an "Asset
                                                                      -----
Disposition"), the Company shall prepay the Loans in an amount equal to the Net
-----------
Proceeds of such Asset Disposition within 30 days after receipt thereof;
provided, however, no such prepayment shall be required (i) in connection with
--------  -------
an Asset Disposition that constitutes a Sale-Leaseback Transaction not requiring
compliance with Sections 8.02(b) or 8.02(c) or (ii) to the extent the Net
                ----------------    -------
Proceeds of such Asset Disposition are required, by the terms of the Asset
Disposition Bridge Facility, the Timber Disposition Bridge Facility or 18-Month
Revolver, to be applied to the outstanding loans thereunder.

     (c)   Any prepayment of the Loans required by this Section 2.06 shall not
                                                        ------------
be subject to the minimum amount requirements of Section 2.05(b).
                                                 ---------------

     (d)   Upon any prepayment pursuant to this Section 2.06, the Agent shall
                                                ------------
promptly notify the Lenders of such prepayment.

     2.07  Interest.
           ---------

     (a)   Each Reference Rate Loan shall bear interest on the outstanding
principal amount thereof from the date when made until paid in full at the
Adjusted Reference Rate plus either (i) until the earlier of the date six months
                        ----
after the Closing Date or the Post-Acquisition Rating Date, 0.25%, and (ii)
thereafter, the amount set forth opposite the indicated Debt Rating under the
heading "Applicable Margin Reference Rate Loans" in the pricing grid set forth
below:

                                       17
<PAGE>

                Debt Ratings
                ------------
                                                   Applicable Margin
Moody's                          S & P            Reference Rate Loans
-------                          -----            ---------------------

A3 or Higher         or          A- or Higher               0%
                     --
Baa 1                or          BBB+                       0%
                     --
Baa 2                or          BBB                        0%
                     --
Baa 3                or          BBB-                    0.25%
                     --
Ba1                  or          BB+                    0.625%
                     --
Ba2 or Lower         or          BB or Lower             1.00%

     (b)   Each Offshore Rate Loan shall bear interest on the outstanding
principal amount thereof from the date when made until paid in full at the
applicable Offshore Rate plus either (i) until the earlier of the date six
                         ----
months after the Closing Date or the Post-Acquisition Rating Date, 1.25%, and
(ii) thereafter, the amount set forth opposite the indicated Debt Rating under
the heading "Applicable Margin Offshore Rate Loans" in the pricing grid set
forth below:

                Debt Ratings
                ------------
                                                        Applicable Margin
Moody's                       S & P                    Offshore Rate Loans
-------                       -----                    -------------------

A3 or Higher    or            A- or Higher                   0.625%
                --
Baa 1           or            BBB+                            0.75%
                --
Baa 2           or            BBB                             1.00%
                --
Baa 3           or            BBB-                            1.25%
                --
Ba1             or            BB+                            1.625%
                --
Ba2 or Lower    or            BB or Lower                     2.00%
                --

     (c)   Any change in the applicable margin shall become effective three
Business Days after notification to the Agent of a change in Debt Rating or
occurrence of the Post-Acquisition Rating Date by (i) the Company pursuant to
Section 7.10(c), or (ii) any Lender, accompanied in the case of clause (ii) by
---------------
evidence satisfactory to the Agent of such event. In the event of a split
rating, the higher rating will apply; if the Debt Ratings are split by more than
one level, one level above the lower rating will apply. If at any time no Debt
Rating is available, the applicable margin shall be 1.00% per annum for all
Reference Rate Loans and 2.00% for all Offshore Rate Loans; provided, that if at
                                                            --------
any time no Debt Rating exists solely because both Moody's and S&P shall cease
to exist, then the applicable margin shall be the amount that corresponds to the
Debt Rating that is one level lower than the Debt Rating applicable immediately
prior to the date on which both Moody's and S&P shall cease to exist.

     (d)   Accrued interest shall be paid on each Interest Payment Date (and,
after maturity, on demand).

     2.08  Default Interest. During the continuation of any Event of Default
           ----------------
pursuant to Section 9.01(a), the Company shall pay interest (after as well as
            ---------------
before judgment to the extent permitted by law) on the Effective Amount of all
Obligations then due and payable, at a rate per annum which is determined by
adding 2% per annum to the applicable margin then in effect in

                                       18
<PAGE>

accordance with Section 2.07, and, in the case of Obligations not subject to any
                ------------
such applicable margin, at a rate per annum equal to the Adjusted Reference Rate
plus the applicable margin for Reference Rate Loans then in effect in accordance
with Section 2.07 plus 2%; provided, however, that, on and after the expiration
     ------------          --------  -------
of any Interest Period applicable to any Offshore Rate Loan outstanding on the
date of occurrence of such Event of Default or acceleration, the principal
amount of such Offshore Rate Loan shall, during the continuance of such Event of
Default or after acceleration, bear interest at a rate per annum equal to the
Adjusted Reference Rate, plus the applicable margin for Reference Rate Loans
then in effect in accordance with Section 2.07 plus 2%.
                                  ------------

     2.09   Continuation and Conversion Elections for Loans.
            -----------------------------------------------

     (a)    The Company may upon irrevocable written notice to the Agent:

            (i)   elect to Convert, on any Business Day, all or any portion of
     outstanding Reference Rate Loans in the aggregate principal amount of
     $20,000,000 or an integral multiple of $10,000,000 in excess thereof into
     Offshore Rate Loans;

            (ii)  elect to Convert, on the last day of any Interest Period
     therefor, all or any portion of outstanding Offshore Rate Loans comprising
     the same Borrowing in the aggregate principal amount of $10,000,000 or an
     integral multiple of $5,000,000 in excess thereof into Reference Rate
     Loans; or

            (iii) elect to Continue, on the last day of any Interest Period
     therefor, any Offshore Rate Loans in the aggregate principal amount of
     $20,000,000 or an integral multiple of $10,000,000 in excess thereof as
     Offshore Rate Loans.

provided, however, that if the Effective Amount of Offshore Rate Loans in the
--------  -------
same Borrowing would be reduced as a result of any Conversion of part thereof to
Reference Rate Loans to an amount less than $20,000,000, such Offshore Rate
Loans shall automatically Convert into Reference Rate Loans on the last day of
the Interest Period on which such Conversion occurs.

     (b)    The Company shall deliver a notice of Conversion or Continuation (a
"Notice of Conversion/Continuation"), in substantially the form of Exhibit
 ---------------------------------                                 -------
2.09(b), to the Agent not later than 12:00 noon (New York City time) (i) four
-------
Business Days prior to the proposed date of Conversion or Continuation, if the
Loans or any portion thereof are to be Converted into or Continued as Offshore
Rate Loans and (ii) one Business Day prior to the proposed date of Conversion,
if the Loans or any portion thereof are to be Converted into Reference Rate
Loans.

     Each such Notice of Conversion/Continuation shall be irrevocable and shall
be made by facsimile, specifying therein:

     (i)    the proposed date of Conversion or Continuation;

     (ii)   the aggregate amount of Loans to be Converted or Continued; and

     (iii)  the duration of the applicable Interest Period if such Loans are
Offshore Rate Loans.

                                       19
<PAGE>

     (c)  If, on the fourth Business Day prior to the expiration of any Interest
Period applicable to Offshore Rate Loans, the Company shall have failed to
select a new Interest Period to be applicable to such Offshore Rate Loans, the
Company shall be deemed to have elected to Convert such Offshore Rate Loans into
Reference Rate Loans effective as of the last day of such Interest Period.

     (d)  Upon receipt of a Notice of Conversion/Continuation, the Agent shall
promptly notify each Lender thereof. All Conversions and Continuations shall be
made ratably among the Lenders based on their Commitment Percentages of the
Loans with respect to which such notice was given.

     (e)  Notwithstanding any other provision contained in this Agreement, after
giving effect to any Conversion or Continuation of any Loans, there shall not be
more than three different Interest Periods for Loans in effect.

     (f)  Unless the Required Lenders otherwise consent, during the existence of
a Default or Event of Default, the Company may not elect to have a Loan
Converted into or Continued as an Offshore Rate Loan.

                                   ARTICLE 3
                             FEES; PAYMENTS; TAXES
                             ---------------------

     3.01 Fees; Computation of Interest, Fees; Change in Debt Rating.
          ----------------------------------------------------------

     (a)  The Company agrees to pay to the Agent for its account an agency fee
in such amounts and at such times as are set forth in the Fee Letter.

     (b)  The Company agrees to pay to each Lender for its own account an
upfront fee (i) on the date which is the earlier of the Closing Date or November
30, 2000 in an amount equal to such Lender's Commitment multiplied by 0.20% and
(ii) on the date which is 180 days after the Closing Date in an amount equal to
such Lender's Commitment (regardless of utilization) multiplied by 0.30%.

     (c)  All computations of interest payable in respect of Reference Rate
Loans shall be made on the basis of a year of 365 days or 366 days, as the case
may be, and actual days elapsed. All computations of interest in respect of
Offshore Rate Loans and all computations of fees under this Agreement shall be
made on the basis of a year of 360 days and actual days elapsed.

     (d)  Each determination of an interest rate by the Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Company and
the Lenders in the absence of manifest error. The Agent, upon determining the
Offshore Rate for any Interest Period, shall promptly notify the Company and the
Lenders thereof.

     (e) If the Company fails to notify the Agent of any change in the Debt
Rating or the occurrence of the Post-Acquisition Rating Date as and when
required by Section 7.10(c), and such notification would have caused an increase
            ---------------
in any applicable margin pursuant to Section 2.07, then the Company shall pay to
                                     ------------
the Agent upon demand any amount of interest or fees

                                       20
<PAGE>

payable by the Company hereunder after such change in the Debt Rating that
exceeds the amount actually paid had such notice been timely given.

     (e)    To the extent that the Closing Date shall not have occurred on or
prior to November 30, 2000, the Company agrees to pay all fees and expenses
referenced in Section 6.02(c) on such date.

     3.02   Payments by the Company.
            -----------------------

     (a)    The Company shall make each payment hereunder on the day when due in
respect of any Loan to the Agent at the Agent's Payment Office not later than
1:00 p.m. (New York City time), without defense, setoff or counterclaim and in
immediately available funds. The Agent will promptly distribute to each Lender
its Pro Rata Share (or other applicable share as expressly provided herein) of
such payment in like funds as received.

     (b)    Subject to the provisions set forth in the definition of "Interest
Period" herein, whenever any payment is due on a day other than a Business Day,
such payment shall be made on the following Business Day, and such extension of
time shall in such case be included in the computation of interest or fees, as
the case may be.

     (c)    Any payment which is received by the Agent later than 1:00 p.m. (New
York City time), as confirmed by Federal Reserve wire number, shall be deemed to
have been received on the immediately succeeding Business Day.

     (d) Unless the Agent shall have received notice from the Company prior to
the date on which any payment is due to the Lenders hereunder that the Company
will not make such payment in full, the Agent may assume that the Company has
made such payment in full to the Agent on such date, and the Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent the Company shall not have so made such payment in full to the Agent,
each Lender shall repay to the Agent forthwith on demand the excess of the
amount distributed to such Lender over the amount, if any, paid by the Company
for the account of such Lender, together with interest thereon at the Federal
Funds Rate, for each day from the date such amount is distributed to such Lender
until the date such Lender repays such amount to the Agent; provided, however,
                                                            -------- -------
that if any Lender shall fail to repay such amount within three Business Days
after demand therefor, such Lender shall, from and after such third Business Day
until payment is made to the Agent, pay interest thereon at a rate per annum
equal to the sum of the Adjusted Reference Rate plus 1%.

     3.03   Payments by the Lenders.
            -----------------------

     (a)    Not later than 3:00 p.m. (New York City time) in the case of the
Borrowing, each Lender shall make available to the Agent for the account of the
Company at the Agent's Payment Office on the date of borrowing requested by the
Company and in immediately available funds, the amount of such Lender's
Commitment Percentage of the Borrowing.

     (b)    Unless the Agent shall have received notice from a Lender at least
one Business Day prior to the date of the Borrowing that such Lender will not
make available to the Agent for

                                       21
<PAGE>

the account of the Company, the amount of such Lender's Commitment Percentage of
the Borrowing, the Agent may assume that such Lender has made such amount
available to the Agent on the date of the Borrowing, and the Agent may, in
reliance upon such assumption, make available to the Company on such date a
corresponding amount. If and to the extent any Lender shall not have made such
full amount available to the Agent, and the Agent in such circumstances makes
available to the Company such amount, such Lender shall, within two Business
Days following the date of the Borrowing, make such amount available to the
Agent, together with interest thereon for each day from and including the date
of the Borrowing, at a rate per annum equal to the Federal Funds Rate. If such
amount is so made available, such payment to the Agent shall constitute such
Lender's Loan on the date of the Borrowing for all purposes of this Agreement.
If such amount is not made available to the Agent within two Business Days
following the date of the Borrowing, the Agent shall notify the Company of such
failure to fund, and, on the third Business Day following the date of the
Borrowing, the Company shall pay to the Agent such amount, together with
interest thereon for each day elapsed since the date of such Borrowing, at a
rate per annum equal to the interest rate applicable at the time to the Loans
comprising such Borrowing. Nothing contained in this Section 3.03(b) shall
                                                     ---------------
relieve any Lender which has failed to make available its Commitment Percentage
of the Borrowing hereunder from its obligation to do so in accordance with the
terms hereof.

     (c)    The failure of any Lender to make any Loan on the date of the
Borrowing shall not relieve any other Lender of its obligation, if any,
hereunder to make a Loan on the date of the Borrowing pursuant to the provisions
contained herein, but no Lender shall be responsible for the failure of any
other Lender to make the Loan to be made by such other Lender on the date of the
Borrowing.

     3.04   Taxes.
            -----

     (a)    Subject to Section 3.04(g), any and all payments by the Company to
                       ---------------
the Agent for its account and for the account of any Lender under this Agreement
shall be made free and clear of, and without deduction or withholding for, any
and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto incurred in connection
with any Borrowing pursuant to this Agreement, excluding (i) such taxes
(including income taxes or franchise taxes or branch profit taxes) as are
imposed on or measured by such Lender's or the Agent's, as the case may be, net
income and (ii) such taxes as are imposed by a jurisdiction other than the
United States of America or any political subdivision thereof and that would not
have been imposed but for the existence of a connection between such Lender or
the Agent and the jurisdiction imposing such taxes (other than a connection
arising principally by reason of this Agreement) (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes").
                            -----

     (b)    In addition, the Company agrees to pay any present or future stamp
or documentary taxes or any other sales, excise or property taxes, charges or
similar levies which arise from any payment made hereunder or from the
execution, delivery or registration of, or otherwise with respect to, this
Agreement or any other Loan Document (hereinafter referred to as "Other Taxes").
                                                                  -----------

                                       22
<PAGE>

     (c)    Subject to Section 3.04(g),  the Company  agrees to indemnify and
                       ---------------

hold harmless each Lender and the Agent for the full amount of Taxes or Other
Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 3.04) paid by such Lender or the Agent, as the case
                   ------------
may be, and any liability (including penalties, interest, additions to tax and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
or Other Taxes were correctly or legally asserted; provided, however, that each
                                                    --------  -------
Lender and the Agent agree to contest in good faith in cooperation with the
Company any Taxes or Other Taxes that such Lender or the Agent, as the case may
be, in consultation with the Company has determined have been incorrectly
asserted. This indemnification shall be made within 30 days from the date such
Lender or the Agent, as the case may be, makes written demand therefor.

     (d)    If the Company shall be required by law to deduct or withhold any
Taxes or Other Taxes from or in respect of any sum payable hereunder to any
Lender or the Agent, then, subject to Section 3.04(g),
                                      ---------------

            (i)    the sum payable shall be increased as may be necessary so
     that after making all required deductions (including deductions applicable
     to additional sums payable under this Section 3.04), such Lender or the
                                           -------------
     Agent, as the case may be, receives an amount equal to the sum it would
     have received had no such deductions been made;

            (ii)   the Company shall make such deductions; and

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

     (e)    Within 30 days after the date of any payment by the Company of Taxes
or Other Taxes under this Section 3.04, the Company will furnish to the Agent,
                          ------------
for the account of each Lender receiving a payment from which Taxes or Other
Taxes were deducted, the original or a certified copy of a receipt evidencing
payment thereof, or other evidence of payment reasonably satisfactory to the
Agent.

     (f)    Each Lender that is other than a United States Person as defined in
the Code hereby agrees that:

            (i)     it shall, no later than the Closing Date (or, in the case of
     a Lender which becomes a party hereto pursuant to Section 11.08 after the
                                                       -------------
     Closing Date, the date upon which such Lender becomes a party hereto)
     deliver to the Agent (two (2) originals) and to the Company (one (1)
     original):

                    (A)  if its Lending Office is located in the United States
            of America, accurate and complete signed originals of Internal
            Revenue Service Form W-8ECI or any successor thereto ("Form W-8ECI")
                                                                   -----------
            or other version of Internal Revenue Service Form W-8, as
            appropriate, or any successor thereto ("Form W-8"), and/or
                                                    --------

                    (B)  if its Lending Office is located outside the United
            States of America, accurate and complete signed originals of
            Internal Revenue Service Form W-

                                       23
<PAGE>

            8BEN or any successor thereto ("Form W-8BEN") or other appropriate
                                            ------------
            Form W-8, and, in the case of a Lender claiming exemption from U.S.
            Federal withholding tax under Section 871(h) or 881(c) of the Code
            with respect to payments of "portfolio interest," a certificate
            representing that such Lender is not a bank for purposes of Section
            881(c) of the Code, is not a 10% shareholder (within the meaning of
            Section 871(h)(3)(B) of the Code) of the Company and is not a
            controlled foreign corporation related to the Company (within the
            meaning of Section 864(d)(4) of the Code) ("Portfolio Interest
                                                        ------------------
            Exemption Certificate");
            -----------------------

in each case indicating that such Lender is on the date of delivery thereof
entitled to receive payments of principal, interest and fees for the account of
such Lending Office or Offices under this Agreement free from withholding of
United States Federal income tax;

            (ii)    if at any time such Lender changes its Lending Office or
     Offices or selects an additional Lending Office, it shall, at the same time
     or reasonably promptly thereafter but only to the extent the forms
     previously delivered by it hereunder are no longer effective, deliver to
     the Agent (two originals) and to the Company (one original) in replacement
     for the forms previously delivered by it hereunder:

                    (A)  if such changed or additional Lending Office is located
            in the United States of America, accurate and complete signed
            originals of Form W-8ECI or other appropriate Form W-8; or

                    (B)  otherwise, accurate and complete signed originals of
            Form W-8BEN or other appropriate Form W-8, and, if appropriate, a
            Portfolio Interest Exemption Certificate,

in each case indicating that such Lender is on the date of delivery thereof
entitled to receive payments of principal, interest and fees for the account of
such changed or additional Lending Office under this Agreement free from
withholding of United States Federal income tax;

            (iii)   it shall, before or promptly after the occurrence of any
     event (including the passing of time and, as provided above, any event
     mentioned in clause (ii)) requiring a change in the most recent Form W-
                  -----------
     8ECI, Form W-8BEN or other appropriate Form W-8 previously delivered by
     such Lender and if no change in law shall have occurred since the date of
     delivery of such most recent form that would make the delivery of
     replacement forms hereunder unlawful, deliver to the Agent (two originals)
     and to the Company (one original) accurate and complete signed originals of
     Form W-8ECI, Form W-8BEN or other appropriate Form W-8 (or any successor
     forms) in replacement for the forms previously delivered by such Lender;
     and

            (iv)    it shall, promptly upon the request of the Company to that
     effect, deliver to the Agent and the Company such other accurate and
     complete forms or similar documentation as may be required from time to
     time by any applicable law, treaty, rule or regulation in order to
     establish such Lender's tax status for withholding purposes or may

                                       24
<PAGE>

     otherwise be appropriate to eliminate or minimize any Taxes on payments
     under this Agreement.

     (g)    The Company shall not be required to pay any amounts pursuant to
Section 3.05(a), 3.05(b), 3.05(d), or 3.05(i) to any Lender for the account of
---------------  -------  -------     -------
any Lending Office of such Lender in respect of any sum payable hereunder:

            (i)     if the obligation to pay such additional amounts would not
     have arisen but for a failure by such Lender to comply with its obligations
     under Section 3.05(f) in respect of such Lending Office;
           ---------------

            (ii)    if such Lender shall have delivered to the Agent a Form W-
     8ECI or other appropriate Form W-8 in respect of such Lending Office
     pursuant to Section 3.05(f)(i)(A), 3.05(f)(ii)(A) or 3.05(f)(iii) and such
                 ---------------------  --------------    ------------
     Lender shall not be entitled to exemption from deduction or withholding of
     United States Federal income tax in respect of the payment of such sum by
     the Company hereunder for the account of such Lending Office for any reason
     other than a change in United States law or regulations or in the official
     interpretation of such law or regulations by any Governmental Authority
     charged with the interpretation or administration thereof (whether or not
     having the force of law) after the date of delivery of such Form W-8ECI or
     other appropriate Form W-8; provided, however, that if, notwithstanding
                                 --------  -------
     such change in law, a Lender would be legally able to provide such other
     forms or information as would reduce or eliminate United States withholding
     taxes applicable to payments made hereunder, such Lender shall, if
     requested by the Company, timely provide such forms or other information to
     the Company, and the Company shall not be required to pay any amounts
     pursuant to Section 3.05(a), 3.05(c) or 3.05(d) to the extent such amount
                 ---------------  -------    -------
     would not have been owed but for a failure of such Lender to comply with
     its obligations under this proviso; or


            (iii)   if such Lender shall have delivered to the Company a Form W-
     8BEN or other appropriate Form W-8 in respect of such Lending Office
     pursuant to Section 3.05(f)(i)(B), 3.05(f)(ii)(B) or 3.05(f)(iii) and such
                 ---------------------  --------------    ------------
     Lender shall not be entitled to exemption from deduction or withholding of
     United States Federal income tax in respect of the payment of such sum by
     the Company hereunder for the account of such Lending Office for any reason
     other than a change in United States law or regulations or any applicable
     tax treaty or regulations or in the official interpretation of any such
     law, treaty or regulations by any Governmental Authority charged with the
     interpretation or administration thereof (whether or not having the force
     of law) after the date of delivery of such Form W-8BEN or other appropriate
     Form W-8; provided, however, that if, notwithstanding such change in law, a
               --------  -------
     Lender would be legally able to provide such other forms or information as
     would reduce or eliminate United States withholding taxes applicable to
     payments made hereunder, such Lender shall, if requested by the Company,
     timely provide such forms or other information to the Company, and the
     Company shall not be required to pay any amounts pursuant to Section
                                                                  -------
     3.05(a), 3.05(c) or 3.05(d) to the extent such amount would not have
     -------  -------    -------
     been owed but for a failure of such Lender to comply with its obligations
     under this proviso.

                                       25
<PAGE>

     (h)    Each Lender shall use reasonable efforts to avoid or minimize any
amounts which might otherwise be payable pursuant to this Section 3.04;
                                                          ------------
provided, however, that such efforts shall not include the taking of any actions
--------  -------
by a Lender that would result in any tax, cost or other expense to such Lender
(other than a tax, cost or expense for which such Lender shall have been
reimbursed or indemnified by the Company pursuant to this Agreement or
otherwise) or any action which would in the reasonable opinion of such Lender
have an adverse effect upon its financial condition, operations, business or
properties.

     (i)    Each Lender agrees to indemnify the Agent and hold the Agent
harmless for the full amount of any and all present or future Taxes, Other Taxes
and related liabilities (including penalties, interest, additions to tax and
expenses, and any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable to Agent under this Section 3.04(i)) which are imposed on or with
                            ---------------
respect to principal, interest or fees payable to such Lender hereunder and
which are not paid by the Company pursuant to this Section 3.04, whether or not
                                                   ------------
such Taxes, Other Taxes or related liabilities were correctly or legally
asserted. This indemnification shall be made within 30 days from the date the
Agent makes written demand therefor.

     3.05   Sharing of Payments, Etc.  If, other than as provided in Sections
            ------------------------
3.04, 4.02, 4.03, 4.05 and 4.06 or as otherwise expressly provided elsewhere
-------------------------------
herein, any Lender shall obtain on account of the Loans made by it any payment
(whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) in excess of its ratable share (or other share contemplated
hereunder), such Lender shall immediately (a) notify the Agent of such fact, and
(b) purchase from the other Lenders such participations in the Loans made by
them as shall be necessary to cause such purchasing Lender to share the excess
payment pro rata with each of them; provided, however, that if all or any
                                    --------  -------
portion of such excess payment is thereafter recovered from the purchasing
Lender, such purchase shall to that extent be rescinded and each other Lender
shall repay to the purchasing Lender the purchase price paid therefor, together
with an amount equal to such paying Lender's ratable share (according to the
proportion of (i) the amount of such paying Lender's required repayment to (ii)
the total amount so recovered from the purchasing Lender) of any interest or
other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered. The Company agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Lender were the direct creditor of the
Company in the amount of such participation. The Agent will keep records (which
shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments.

                                   ARTICLE 4
                        CHANGES IN CIRCUMSTANCES; ETC.
                        ------------------------------

     4.01    Offshore Rate Protection.  If with respect to any Interest Period
             ------------------------
for Offshore Rate Loans, the Agent or the Required Lenders determine (a)
deposits in Dollars are not being offered to banks in the applicable offshore
dollar market for the applicable amount and Interest Period of the requested
Offshore Rate Loan, (b) that for any reason adequate and reasonable means do not
exist for ascertaining the Offshore Rate for such Interest Period, or (c) by the
first day of such Interest Period, the Required Lenders notify the Agent that
the Offshore Rate for such Interest

                                       26
<PAGE>

Period will not adequately reflect the cost to the Required Lenders of making
such Offshore Rate Loans or funding or maintaining their respective Offshore
Rate Loans for such Interest Period, the Agent shall forthwith so notify the
Company and the Lenders, whereupon the obligations of the Lenders to make or
Continue Loans as Offshore Rate Loans or to Convert Reference Rate Loans into
Offshore Rate Loans shall be suspended until the Agent shall notify the Company
and the Lenders that the circumstances causing such suspension no longer exist
and any then outstanding Offshore Rate Loans shall at the end of the then
current Interest Period for such Loans be Converted into Reference Rate Loans.

     4.02    Additional Interest on Offshore Rate Loans.    The Company shall
             ------------------------------------------
pay to each Lender, on demand of such Lender, as long as such Lender shall be
required under regulations of the Federal Reserve Board to maintain reserves
with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities, additional amounts as are sufficient to compensate such Lender for
such additional or increased costs.

     4.03    Increased Costs.  If, due to either (a) the introduction of or
             ---------------
any change (other than any change by way of imposition of or increase in reserve
requirements covered by Section 4.02) in or in the interpretation of any law or
                        ------------
regulation after the date hereof (except to the extent such introduction, change
or interpretation affects Taxes or Other Taxes) or (b) the compliance with any
guideline or request issued after the date hereof (except to the extent such
guideline or request affects Taxes or Other Taxes) from any central bank or
other Governmental Authority (whether or not having the force of law), there
shall be any increase in the cost to any Lender of agreeing to make or making,
funding or maintaining any Offshore Rate Loans, then the Company shall, subject
to Section 4.08(b), be liable for, and shall from time to time, upon demand
   ---------------
therefor by such Lender to the Company through the Agent, pay to the Agent for
the account of such Lender, additional amounts as are sufficient to compensate
such Lender for such increased costs. For purposes of this Section 4.03, the
                                                           ------------
term "Taxes" shall have the meaning specified in Section 3.04(a) without regard
      -----                                      ---------------
to the exclusions set forth in Section 3.04(a).
                               ---------------

     4.04    Illegality.  Notwithstanding any other provision of this
             ----------
Agreement, if the introduction of any Requirement of Law, or in the
interpretation or administration of any Requirement of Law shall, after the date
hereof, make it unlawful, or any central bank or other Governmental Authority
shall assert that it is unlawful, for any Lender or its applicable Lending
Office to make or Continue Loans as Offshore Rate Loans or to Convert Reference
Rate Loans into Offshore Rate Loans, then, on notice thereof and demand therefor
by such Lender to the Company through the Agent, (a) the obligation of such
Lender to make or to Continue Loans as Offshore Rate Loans or to Convert
Reference Rate Loans into Offshore Rate Loans shall terminate and (b) the
Company shall forthwith prepay in full all Offshore Rate Loans of such Lender
then outstanding, together with interest accrued thereon, either on the last day
of the then current Interest Period applicable to each such Offshore Rate Loan
if such Lender may lawfully continue to maintain such Offshore Rate Loan to such
day, or immediately if such Lender may not lawfully continue to maintain such
Offshore Rate Loan to such day, unless the Company, on or prior to the date on
which it would otherwise be required to prepay such Offshore Rate Loan, Converts
all Offshore Rate Loans of all Lenders then outstanding into Reference Rate
Loans.

     4.05    Capital Adequacy.  In the event that any Lender shall determine
             ----------------
that the compliance with any law, rule or regulation regarding capital adequacy,
or any change therein or

                                       27
<PAGE>

in the interpretation or application thereof or compliance by such Lender (or
its Lending Office) or any corporation controlling such Lender with any request
or directive regarding capital adequacy (whether or not having the force of law)
from any central bank or other Governmental Authority, affects or would affect
the amount of capital required or expected to be maintained by such Lender or
any corporation controlling such Lender and such Lender (taking into
consideration such Lender's or such corporation's policies with respect to
capital adequacy and such Lender's or such corporation's desired return on
capital) determines that the amount of such capital is increased as a
consequence of such Lender's obligation under this Agreement, then the Company
shall, subject to Section 4.08(b), be liable for and shall from time to time,
                  ---------------
upon demand therefor by such Lender through the Agent, pay to the Agent for the
account of such Lender such additional amounts as are sufficient to compensate
such Lender for such increase.

     4.06    Funding Losses.
             --------------

     (a)     If the Company makes any payment or prepayment of principal with
respect to any Offshore Rate Loan (including payments made after any
acceleration thereof) or Converts any Loan from a Offshore Rate Loan to a
Reference Rate Loan on any day other than the last day of an Interest Period
applicable thereto, the Company shall pay to each Lender, upon demand therefor
by such Lender, the amount (if any) by which (i) the present value of the
additional interest which would have been payable on the amount so received had
it not been received until the last day of such Interest Period exceeds (ii) the
present value of the interest which would have been recoverable by such Lender
by placing such amount so received on deposit in the London interbank market for
a period starting on the date on which it was so received and ending on the last
day of such Interest Period. For purposes of determining present value under
this Section 4.06(a), interest amounts shall be discounted at a rate equal to
     ---------------
the sum of (A) the Offshore Rate determined two Business Days before the date on
which such principal amount is received for an amount substantially equal to the
amount received and for a period commencing on the date of such receipt and
ending on the last day of the relevant Interest Period, plus (B) the percentage
above the Offshore Rate payable in respect of such Offshore Rate Loan pursuant
to Section 2.07(a)(ii).
   -------------------

     (b)    If the Company fails to prepay, borrow, Convert or Continue any
Offshore Rate Loan after a notice of prepayment, Borrowing, Conversion or
Continuation has been given (or is deemed to have been given) to any Lender, the
Company shall reimburse each Lender, upon demand therefor by such Lender, for
any resulting loss and expense incurred by it, including any loss incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by
such Lender from third parties to fund any Offshore Rate Loan.

     4.07   Funding; Certificates of Lenders.
            --------------------------------

     (a)    Each Lender may fulfill its obligation to make, Continue or Convert
Loans into Offshore Rate Loans by causing one of its foreign branches or
Affiliates (or an international banking facility created by such Lender) to make
or maintain such Offshore Rate Loans; provided, however, that such Offshore Rate
                                      -------- -------
Loans shall in such event be deemed to have been made and to be held by such
Lender and the obligation of the Company to repay such Offshore Rate Loans shall
be to such Lender for the account of such foreign branch, Affiliate or

                                       28
<PAGE>

international banking facility. In addition, the Company hereby consents and
agrees that, for purposes of any determination to be made pursuant to Section
                                                                      -------
4.01, 4.02, 4.03, 4.04 or 4.06, it shall be conclusively assumed that each
----------------------    ----
Lender elected to fund all Offshore Rate Loans by a matching deposit or other
borrowing in the applicable offshore interbank market.

     (b)    Any Lender claiming reimbursement or compensation pursuant to
Sections 3.04, 4.02, 4.03, 4.05 and/or 4.06 shall deliver to the Company through
-------------------------------        ----
the Agent a certificate setting forth in reasonable detail the basis for
computing the amount payable to such Lender hereunder and such certificate shall
be conclusive and binding on the Company in the absence of manifest error. The
Company shall pay to any Lender claiming compensation or reimbursement from the
Company pursuant to Sections 4.02, 4.03, 4.05 or 4.06 the amount requested by
                    -------------------------    ----
such Lender no later than five Business Days after such demand.

     4.08   Change of Lending Office; Limitation on Increased Costs.
            -------------------------------------------------------

     (a)    Each Lender agrees that upon the occurrence of any event giving rise
to the operation of Section 3.04(c) or (d) or Sections 4.02, 4.03, 4.04 or 4.05
                    ---------------    ---    -------------------------    ----
with respect to such Lender, it will use commercially reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
minimize the imposition of any costs and expenses pursuant to such Sections and
to designate a different Lending Office for any Loans affected by such event
with the object of avoiding the consequence of the event giving rise to the
operation of such Section. Nothing in this Section 4.08 of any Lender provided
                                           ------------
in Section 3.04(c) or (d) or Sections 4.02, 4.03, 4.04 or 4.05.
   ---------------    ---    -------------------------    ----

     (b)    Notwithstanding the provisions of Sections 3.04(c), 3.04(d), 4.02,
                                              --------------------------------
4.03 and 4.05, the Company shall only be obligated to compensate any Lender for
----     ----
any amount arising or occurring during (i) any time or period commencing (A) in
the case of Section 3.04(c) or (d), not more than six months and (B) in the case
            ---------------    ---
of Sections 4.02, 4.03 or 4.05, not more than three months, prior to the date on
   -------------------    ----
which such Lender notifies the Agent and the Company that such Lender proposes
to demand such compensation and (ii) any time or period during which, because of
the unannounced retroactive application of any statute, regulation or other
basis, such Lender could not have known that such amount might arise or accrue.

     4.09   Replacement of Lenders.  The Company may from time to time for
            ----------------------
reasonable cause, as determined by the management of the Company, including
invocation of any provision of this Article 4 by any Lender, designate one or
                                    ---------
more banks (any such bank so designated being herein called a "Replacement
                                                               -----------
Lender") willing, in its or their sole discretion, to purchase all of the Loans
------
of any one or more Lenders and each such Lender's rights hereunder, without
recourse to or warranty by, or expense to, such Lender for a purchase price
equal to the outstanding principal amount of the Loans payable to such Lender
plus any accrued but unpaid interest on such Loans and any other amounts payable
to such Lender under this Agreement or any other Loan Document, including any
amount payable pursuant to Section 4.06 as though such Lender's Offshore Rate
                           ------------
Loans were being prepaid on the date of such purchase, and to assume all the
obligations of such Lender hereunder, and, upon such purchase, such Lender shall
no longer be a party hereto or have any rights hereunder and shall be relieved
from all obligations to the Company hereunder, and the Replacement Lender shall
succeed to the rights and obligations of such Lender hereunder.

                                       29
<PAGE>

                                   ARTICLE 5
                        REPRESENTATIONS AND WARRANTIES
                        ------------------------------

     In order to induce the Lenders and the Agent to enter into this Agreement
and to induce the Lenders to extend their Commitments and to make their Loan,
the Company represents and warrants to the Lenders and the Agent that, on the
Closing Date both immediately before and after giving effect to the consummation
of the Fort James Acquisition and on each date thereafter upon which these
representations and warranties are made or deemed made:

     5.01 Corporate Existence; Compliance with Law. The Company, Offeror, and
          ----------------------------------------
each other Restricted Subsidiary:

     (a)  is a corporation duly incorporated, validly existing and in good
standing under the laws of the jurisdiction of its incorporation;

     (b)  is duly qualified as a foreign corporation and in good standing under
the laws of each jurisdiction in which the character of the properties owned or
held under lease by it or the nature of the business transacted by it requires
such qualification except where the failure to be so qualified is not likely to
have a Material Adverse Effect;

     (c)  has all requisite corporate power and authority to own, pledge,
mortgage, hold under lease and operate its properties and to conduct its
business as now or currently proposed to be conducted; and

     (d)  is in compliance with all Requirements of Law applicable to it and its
business except for such non-compliance which is not likely to have a
Material Adverse Effect.

     5.02 Corporate Power; Authorization. The execution, delivery and
          ------------------------------
performance by Offeror and each Loan Party of each of the Loan Documents and
each Merger Document to which such Person is a party:

     (a)  are within the respective corporate powers of such Person;

     (b)  have been, or prior to such execution will have been, duly authorized
by all necessary corporate action, including the consent of shareholders where
required;

     (c)  do not:

          (i)   contravene the articles or certificate of incorporation or by-
     laws of such Person;

          (ii)  violate any other Requirement of Law;

          (iii) conflict with or result in the breach of, or constitute a
     default under, any Contractual Obligation of such Person, except for such
     conflicts, breaches or defaults which are not likely to have a Material
     Adverse Effect and which do not subject any Lender or the Agent to any
     criminal liability or any material civil liability; or

                                       30
<PAGE>

          (iv)  result in the creation or imposition of any Lien upon any of the
     property of any Person; and

     (d) do not require the consent of, authorization by, approval of or notice
to, or filing or registration with, any Governmental Authority or any other
Person other than (i) as of the Closing Date, those which have been obtained,
made or given, are in full force and effect, and which are fully disclosed on
Schedule 5.02(d) and (ii) those which are not required to be obtained, made or
----------------
given as of the Closing Date but which will be obtained, made or given as and
when required.

     5.03 Enforceable Obligations. This Agreement, each other Loan Document
          -----------------------
and Merger Document to which Offeror and any Loan Party is a party have been
duly executed and delivered by such Person. This Agreement is, each other Loan
Document and Merger Document when delivered hereunder will be, legal, valid and
binding obligations of each Person party thereto, enforceable against each such
Person in accordance with their respective terms except as such enforcement may
be limited by applicable bankruptcy, insolvency, reorganization or other similar
laws relating to or limiting creditors' rights generally.

     5.04 Taxes. As of the Closing Date, the Company, Offeror, and each other
          -----
Restricted Subsidiary have filed all federal, state, local and foreign tax
returns which are required to have been filed in any jurisdiction and have paid
all taxes shown to be due thereon or otherwise assessed, to the extent the same
have become due and payable and before they have become delinquent, except for
any taxes and assessments the amount, applicability or validity of which is
currently being contested in good faith by appropriate proceedings and with
respect to which such Person has set aside on its books reserves (adequate in
accordance with, and segregated to the extent required by, GAAP) and the non-
filing or non-payment of which is not likely to have a Material Adverse Effect.

     5.05 Financial Matters.
          -----------------

     (a)  The consolidated balance sheets of the Company and its Subsidiaries as
of the last day of the fiscal year ended on January 1, 2000, and the last day of
the fiscal quarter ended July 1, 2000, and the related consolidated statements
of income and cash flows of the Company and its Subsidiaries for such fiscal
year and fiscal quarter (and in the case of such balance sheets and statements
for such fiscal year, with reports thereon by Arthur Andersen & Co., independent
public accountants), copies of which have been delivered to the Agent and each
Lender prior to the execution of this Agreement, fairly present the consolidated
financial position of the Company and its Subsidiaries as of the date of said
balance sheets and the consolidated results of their operations for the period
covered by said statements of income and cash flows, and have been prepared in
accordance with GAAP consistently applied in all material respects by the
Company and its Subsidiaries throughout the periods involved, except as set
forth in the notes thereto. There are no material liabilities, contingent or
otherwise, of the Company or any Subsidiary not reflected in the consolidated
balance sheet as of January 1, 2000 or in the notes thereto which are required
to be disclosed therein.

     (b)  Since January 1, 2000, there has been no Material Adverse Effect and
no development which is likely to have a Material Adverse Effect, except as
reflected in the

                                       31
<PAGE>

Company's periodic reports filed with the Securities and Exchange Commission
prior to the Closing Date.

     (c)  There is no material obligation, contingent liability or liability for
taxes, long-term leases or unusual forward or long-term commitments which is not
reflected in the January 1, 2000 consolidated financial statements of the
Company and its Subsidiaries or in the notes thereto which are required by GAAP
to be disclosed therein and no liability reflected in such notes is likely to
have a Material Adverse Effect.

     5.06 Litigation. As of the Closing Date, there are no pending or, to the
          ----------
knowledge of the Company, threatened, actions or proceedings affecting the
Company or any Restricted Subsidiary before any court or other Governmental
Authority or any arbitrator that are likely to have a Material Adverse Effect.

     5.07 Subsidiaries.
          ------------

     (a) (i)  Set forth on Schedule 5.07(a) is a complete and correct list of
                           ----------------
all Restricted Subsidiaries and Unrestricted Subsidiaries of the Company as of
the date hereof, showing, as to each such Subsidiary, the correct name thereof,
the jurisdiction of its incorporation and the percentage of shares of each class
of its securities outstanding owned by the Company and each other Subsidiary of
the Company; (ii) all of the outstanding shares of securities of each of the
Subsidiaries of the Company listed on Schedule 5.07(a) have been validly issued,
                                      ----------------
are fully paid and nonassessable and are owned by the Company or another
Subsidiary of the Company, free and clear of any Lien, except as otherwise
permitted hereunder, and (iii) no Subsidiary of the Company owns any shares of
securities of the Company.

     (b)  To the best of the Company's knowledge, (i) set forth on Schedule
                                                                   --------
5.07(b) is a complete and correct list of all Subsidiaries of the Target as of
-------
September 13, 2000, showing, as to each such Subsidiary, the correct name
thereof, the jurisdiction of its incorporation and the percentage of shares of
each class of its securities outstanding owned by the Target and each other
Subsidiary of the Target; (ii) all of the outstanding shares of securities of
each of the Subsidiaries of the Target listed on Schedule 5.07(b) have been
                                                 ----------------
validly issued, are fully paid and nonassessable and are owned by the Target or
another Subsidiary of the Target, free and clear of any Lien, except as
otherwise permitted hereunder, and (iii) no Subsidiary of the Target owns any
shares of securities of the Target.

     5.08 Liens. As of the Closing Date, there are no Liens of any nature
          -----
whatsoever on any properties owned by the Company, Offeror or any other
Restricted Subsidiary, other than Permitted Liens.

     5.09 No Burdensome Restrictions; No Defaults.
          ---------------------------------------

     (a)  As of the Closing Date, none of the Company or any Restricted
Subsidiary is a party to any Contractual Obligation the performance of which is
likely to have a Material Adverse Effect.

     (b)  As of the Closing Date, no provision or provisions of any applicable
Requirement of Law has or is likely to have a Material Adverse Effect.

                                       32
<PAGE>

     (c)  None of the Company or any Restricted Subsidiary is in default under
or with respect to any Contractual Obligation which default is likely to have a
Material Adverse Effect.

     (d)  No Default or Event of Default has occurred and is continuing.

     5.10 Investment Company Act; Public Utility Holding Company Act. None of
          ----------------------------------------------------------
the Company, Offeror, or any Loan Party is an "investment company" or an
"affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company", as such terms are defined in the Investment Company Act of
1940, as amended, or a "holding company", or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935, as amended. The making of the Loans by the Lenders,
the application of the proceeds and repayment thereof by the Company and the
consummation of the transactions contemplated by the Loan Documents and the
Merger Documents will not violate any provision applicable to any such Person of
(a) the Investment Company Act of 1940, as amended, or (b) any rule, regulation
or order issued by the Securities and Exchange Commission thereunder.

     5.11 Margin Regulations. The making of the Loans by the Lenders and the
          ------------------
use of the proceeds of the Loans by the Company does not violate Regulation T,
U, or X of the Federal Reserve Board.

     5.12 Environmental Matters. Except as set forth on Schedule 5.12:
          ---------------------                         -------------

     (a)  all facilities and property (including underlying groundwater)
presently owned or leased by the Company or any of its Subsidiaries have been,
and continue to be, owned or leased by the Company or its Subsidiaries in
material compliance with all Environmental Laws, except for such non-compliance
as is not likely to have a Material Adverse Effect;

     (b)  there are no pending or threatened

          (i)  claims, complaints, notices or requests for information received
     by the Company or any of its Subsidiaries with respect to any alleged
     violation of any Environmental Law which are likely to have a Material
     Adverse Effect, or

          (ii) claims, complaints, notices or inquiries to the Company or any of
     its Subsidiaries regarding potential liability under any Environmental Law
     which are likely to have a Material Adverse Effect;

     (c)  except for Releases of Hazardous Materials which occurred after the
date that the Company or any of its Subsidiaries sold, transferred, assigned or
otherwise disposed of its interests in any previously owned or leased property,
there have been no Releases of Hazardous Materials at, on or under any property
now or previously owned or leased by any such Person that are likely to have a
Material Adverse Effect;

     (d)  the Company and its Subsidiaries have been issued and are in material
compliance with all permits, certificates, approvals, licenses and other
authorizations relating to environmental matters and necessary or desirable for
their businesses except for such non-compliance as is not likely to have a
Material Adverse Effect;

                                       33
<PAGE>

     (e)  (i) no property presently owned or leased by the Company or any of its
Subsidiaries, and (ii) to the best of the knowledge of the Company, no property
previously owned or leased by the Company or any of its Subsidiaries is listed
or proposed for listing on (1) the National Priorities List pursuant to CERCLA
or (2) on any similar published state list of sites requiring investigation or
clean-up where the cost of clean-up could reasonably be expected to have a
Material Adverse Effect;

     (f)  to the knowledge of the Company, there are no underground storage
tanks, active or abandoned, including petroleum storage tanks, on or under any
property now or previously owned or leased by the Company or any of its
Subsidiaries that are likely to have a Material Adverse Effect;

     (g)  the Company or any of its Subsidiaries has not directly transported or
directly arranged for the transportation of any Hazardous Material to any
location which is listed or proposed for listing on the National Priorities List
pursuant to CERCLA, on the CERCLIS or on any similar published state list or
which is the subject of federal, state or local enforcement actions or other
investigations which may lead to claims against the Company or any of its
Subsidiaries for any remedial work, damage to natural resources or personal
injury, including claims under CERCLA, except for such claims which are not
likely to have a Material Adverse Effect;

     (h)  there are no polychlorinated biphenyls or friable asbestos present at
any property now or previously owned or leased by the Company or any of its
Subsidiaries that are likely to have a Material Adverse Effect; and

     (i)  to the knowledge of the Company, no conditions exist at, on or under
any property now or previously owned or leased by the Company or any of its
Subsidiaries which, with the passage of time, or the giving of notice or both,
are likely to have a Material Adverse Effect.

     5.13 Labor Matters. Except as set forth on Schedule 5.13, there are no
          -------------                         -------------
strikes or other labor disputes or grievances or charges or complaints with
respect to any employee or group of employees pending or, to the knowledge of
the Company, threatened against the Company or any Restricted Subsidiary which
are likely to have a Material Adverse Effect.

     5.14 ERISA Plans. During the twelve-consecutive-month period prior to the
          -----------
Closing Date, no steps have been taken to terminate any Pension Plan (other than
a standard termination as defined in Section 4041(b) of ERISA for which a
commitment to make the terminating Pension Plan sufficient is not required), and
no contribution failure has occurred with respect to any Pension Plan sufficient
to give rise to a Lien under Section 302(f) of ERISA. Other than liability for
benefit payments or contributions in the ordinary course, no condition exists or
event or transaction has occurred with respect to any Plan which is likely to
result in the incurrence by the Company or any member of the Controlled Group of
any material liability, fine or penalty. Each Plan complies with the applicable
provisions of ERISA and the Code, except where such non-compliance is not likely
to have a Material Adverse Effect. Except as disclosed on Schedule 6.14, neither
                                                          -------------
the Company nor any Subsidiary of the Company has any material contingent

                                       34
<PAGE>

liability with respect to any post-retirement benefit under a Welfare Plan,
other than liability for continuation coverage described in Part 6 of Subtitle B
of Title I of ERISA.

     5.15 Swap Obligations. None of the Company nor any of its Restricted
          ----------------
Subsidiaries has incurred any outstanding obligations under any Swap Contracts,
other than Permitted Swap Obligations. The Company has undertaken its own
independent assessment of its consolidated assets, liabilities and commitments
and has considered appropriate means of mitigating and managing risks associated
with such matters and has not relied on any swap counterparty or any Affiliate
of any swap counterparty in determining whether to enter into any Swap Contract.

     5.16 Full Disclosure. None of the representations or warranties made by
          ---------------
the Company, any Restricted Subsidiary or Offeror in the Loan Documents and
Merger Documents as of the date such representations and warranties are made or
deemed made, and none of the statements contained in any exhibit, report,
statement or certificate furnished by or on behalf of the Company, any
Restricted Subsidiary or Offeror in connection with the Loan Documents
(including the offering and disclosure materials delivered by or on behalf of
the Company to the Lenders prior to the Closing Date) and the Merger Documents,
contains any untrue statement of a material fact or omits any material fact
required to be stated therein or otherwise necessary to make the statements made
therein, in light of the circumstances under which they are made, not misleading
as of the time when made or delivered.

     5.17 Compliance with Merger Documents. Each of the Company, Offeror, its
          --------------------------------
other Restricted Subsidiaries, Target and Target's Subsidiaries are in
compliance with all material terms of each of the Merger Documents to which such
Person is a party. Each of the representations and warranties of each party to
the Merger Agreement, including Target, are true and correct except as to such
misrepresentations that could not reasonably be expected to have a Material
Adverse Effect.


                                   ARTICLE 6
                             CONDITIONS PRECEDENT
                             --------------------

     6.01 Conditions Precedent to the First Loan. The obligation of each Lender
          --------------------------------------
to make its Loan is subject to the satisfaction of the condition precedent that
the Agent shall have received the following, each, unless otherwise specified
below, dated as of the Closing Date, in form and substance satisfactory to the
Agent and its counsel:

     (a)  Board Resolutions; Incumbency Certificates.  A certificate of the
          ------------------------------------------
Secretary or an Assistant Secretary of each Loan Party certifying (i) the
resolutions of the Board of Directors of such Person approving each Loan
Document and Merger Document to which such Person is a party and the
transactions contemplated hereby and thereby, (ii) all documents evidencing
other necessary corporate action, if any, by each such Person with respect to
each Loan Document and Merger Document to which such Person is a party and (iii)
the names and signatures of the officers of each such Person authorized to act
with respect to each Loan Document and Merger Document executed by it, upon
which certificate the Agent and each Lender may conclusively rely until they
shall have received a further certificate of the Secretary or Assistant
Secretary of such Person canceling or amending such prior certificate;

                                       35
<PAGE>

     (b)  Articles of Incorporation; By-Laws and Good Standing.  Each of the
          ----------------------------------------------------
following documents:

          (i)  the articles or certificate of incorporation of each Loan Party
     as in effect on the Closing Date, certified (A) by the Secretary of State
     of the state of incorporation of such Person as of a date reasonably close
     to the Closing Date, and (B) by the Secretary or an Assistant Secretary of
     such Person as of the Closing Date, and the by-laws of each Loan Party, as
     in effect on the Closing Date, certified by the Secretary or an Assistant
     Secretary of such Person as of the Closing Date; and

          (ii) a good standing certificate for each Loan Party from the
     Secretary of State of the state of incorporation of such Person as of a
     date reasonably close to the Closing Date;

     (c)  Subsidiary Guaranty (Capital Markets Bridge Facility).  A guaranty,
          -----------------------------------------------------
duly executed by each Principal Subsidiary, in substantially the form of Exhibit
                                                                         -------
6.01(c) (the "Subsidiary Guaranty (Capital Markets Bridge Facility)");
-------       -----------------------------------------------------

     (d)  Legal Opinions.  A favorable opinion addressed to the Agent and all
          --------------
Lenders from counsel to the Company and its Subsidiaries, in substantially the
form of Exhibit 6.01(d) (which opinion the Company and its Subsidiaries hereby
        ---------------
expressly instruct such counsel to prepare and deliver);

     (e)  Contribution Agreement (Capital Markets Bridge Facility).  A duly
          --------------------------------------------------------
executed copy of the Contribution Agreement, in substantially the form of
Exhibit 6.01(e) (the "Contribution Agreement (Capital Markets Bridge
---------------       ----------------------------------------------
Facility)"); and
---------

     (f)  Other Agreements.  Simultaneously with the Loans being funded
          ----------------
hereunder, Bank of America, as agent under the Timber Disposition Bridge
Facility, Asset Disposition Bridge Facility, Multi-Year Revolver and 18-Month
Revolver, will have notified the lenders under such facilities that the "Closing
Date" under such facilities shall have occurred.

     6.02 Additional Conditions Precedent to the Loans. The obligation of each
          --------------------------------------------
Lender to make its Loan is subject to the further conditions precedent that:

     (a)  No Material Adverse Effect.  (i) Except as disclosed in the Company's
          --------------------------
SEC Reports (as defined in the Merger Agreement) filed on or before July 16,
2000 or in the Company's Disclosure Schedule to the Merger Agreement, there
shall not have occurred a material adverse change since January 1, 2000 in the
business, assets, liabilities (actual or contingent), operations, condition
(financial or otherwise) or prospects of the Company and its Subsidiaries taken
as a whole or in the facts and information regarding such entities as
represented to date; and (ii) except as disclosed in the Target's SEC Reports
(as defined in the Merger Agreement) filed on or before July 16, 2000 or in the
Target's Disclosure Schedule to the Merger Agreement, there shall not have
occurred a material adverse change since December 26, 1999 in the business,
assets, liabilities (actual or contingent), operations, condition (financial or
otherwise) or prospects of the Target and its Subsidiaries taken as a whole or
in the facts and information regarding such entities as represented to date.

                                       36
<PAGE>

     (b)  Margin Regulations.  All Loans made by the Lenders shall be in full
          ------------------
compliance with all applicable Requirements of Law, including Regulations T, U
and X of the Federal Reserve Board.

     (c)  Fees Costs and Expenses.  The Company shall have paid all fees
          -----------------------
referred to in Section 3.01 to the extent then due and payable and any other
               ------------
fees then due and payable, including, without limitation, to the Arrangers, and
all reasonable costs and expenses referred to in Section 11.04 (including legal
                                                 -------------
fees and expenses) and any indemnity pursuant to Section 11.05 which, in each
                                                 -------------
case, may be then due and payable.

     (d)  Company Officer's Certificate.  The Company shall have delivered to
          -----------------------------
the Agent a certificate from a Responsible Officer of the Company in
substantially the form of Exhibit 6.02(d) as to the satisfaction of the
                          ---------------
conditions set forth in this Section 6.02 and to the effect that on the Closing
                             ------------
Date, the representations and warranties contained in Article 5 are correct.
                                                      ---------

     6.03 Conditions Precedent to Each Conversion and Continuation. The
          --------------------------------------------------------
obligation of each Lender to make any Conversions or Continuations shall be
subject to the further conditions precedent that:

     (a)  Notice of Conversion/Continuation.  The Agent shall have received a
          ---------------------------------
Notice of Conversion/Continuation as required by Section 2.12.
                                                 ------------
     (b)  Accuracy of Representations; No Default; Etc.  The following
          --------------------------------------------
statements shall be true on the date of each Conversion or Continuation, as the
case may be, before and after giving effect thereto:

          (i)  the representations and warranties contained in Article 5 are
                                                               ---------
     correct on and (except for representations and warranties relating solely
     to a particular point in time and except for Section 5.05(b)) as of such
                                                  ---------------
     date as though made on and as of such date; and

          (ii) no Default or Event of Default has occurred and is continuing or
     would result from such Conversion or Continuation being made.

     (c)  Other Assurances.  The Agent shall have received such other approvals,
          ----------------
opinions or documents as any Lender through the Agent may reasonably request
related to the transactions contemplated hereby.


                                   ARTICLE 7
                             AFFIRMATIVE COVENANTS
                             ---------------------

     The Company agrees that as long as the obligations of the Lenders to make
Loans shall remain in effect and until all Obligations shall have been paid or
performed in full, unless the Required Lenders shall otherwise consent in
writing:

                                       37
<PAGE>

     7.01 Application of Proceeds. The Company will apply the proceeds of the
          -----------------------
Loans hereunder to partially finance the Fort James Acquisition and pay fees and
expenses related thereto.

     7.02 Compliance with Laws, Etc. The Company will comply, and cause each of
          -------------------------
its Subsidiaries to comply, in all material respects with all applicable
Requirements of Law except for such non-compliance as is being contested in good
faith by appropriate proceedings or is not likely to have a Material Adverse
Effect.

     7.03 Payment of Taxes, Etc. The Company will pay and discharge, and cause
          ---------------------
each of its Subsidiaries to pay and discharge, before the same shall become
delinquent, all lawful claims and all taxes, assessments and governmental
charges or levies except where contested in good faith, by proper proceedings,
if adequate reserves therefor have been established on the books of the Company
in accordance with, and to the extent required by, GAAP, or if such non-payment
(individually and in the aggregate with all other such non-payments) is not
likely to have a Material Adverse Effect.

     7.04 Maintenance of Insurance. The Company will maintain, and cause each
          ------------------------
of its Subsidiaries to maintain, insurance with responsible and reputable
insurance companies or associations in such amounts and covering such risks as
is usually carried by companies engaged in similar businesses and owning similar
properties in the same general areas in which the Company and such Subsidiaries
operate; provided, however, that the Company and its Subsidiaries may self-
         --------  -------
insure to the extent that the Company or any such Subsidiary may in its
discretion determine; and provided, further, that the Company may maintain
                          --------  -------
insurance on behalf of any of its Subsidiaries. Without limiting the generality
of the foregoing, the Company will, and will cause each of its Subsidiaries to,
maintain insurance coverages that are at least substantially the same as the
insurance coverages maintained on the Closing Date.

     7.05 Preservation of Corporate Existence, Etc. The Company will preserve
          ----------------------------------------
and maintain, and cause each Restricted Subsidiary to preserve and maintain, its
corporate existence, rights (charter and statutory), and franchises, except as
permitted under Section 8.03 or except to the extent that the failure by the
                ------------
Company or any such Restricted Subsidiary to comply with the foregoing is not
likely to have a Material Adverse Effect.

     7.06 Access. The Company will from time to time, during normal business
          ------
hours upon reasonable notice, or, if a Default or an Event of Default shall have
occurred and be continuing, at any time upon notice to an officer of the Company
having at least the rank of Vice President, permit the Agent, any Lender and any
agent or representative thereof, to examine and make copies of and abstracts
from the records and books of account of, and visit the properties of, the
Company and any of its Subsidiaries, and to discuss the affairs, finances and
accounts of the Company and any of its Subsidiaries with any of their respective
officers.

     7.07 Keeping of Books. The Company will keep proper books of record and
          ----------------
account, in which full and correct entries, on a consolidated basis for the
Company and its Subsidiaries, shall be made of all financial transactions and
the assets and business of the Company and its Subsidiaries in accordance with
GAAP consistently applied.

                                       38
<PAGE>

     7.08 Maintenance of Properties, Etc. The Company will maintain and
          ------------------------------
preserve, and cause each of its Subsidiaries to maintain and preserve, all of
its properties in good repair, working order and condition, and from time to
time make or cause to be made all necessary and proper repairs, renewals,
replacements and improvements so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
                                                                     --------
however, that nothing in this Section 7.08 shall prevent the Company or any of
-------                       ------------
its Subsidiaries from discontinuing the maintenance or preservation of any of
its properties if such discontinuance is, in the opinion of the Company,
desirable in the conduct of its business and is not likely to have a Material
Adverse Effect.

     7.09 Financial Statements. The Company will furnish to the Agent (to be
          --------------------
promptly distributed to the Lenders), with sufficient copies for the Lenders:

     (a)  as soon as available and in any event within 45 days after the end of
each of the first three quarters of each fiscal year of the Company,
consolidated balance sheets of the Company and its Subsidiaries as of the end of
such quarter and the related statements of income and cash flows for such
quarter and for the period commencing at the end of the previous fiscal year and
ending with the end of such quarter;

     (b)  as soon as available and in any event within 90 days after the end of
each fiscal year of the Company, audited consolidated balance sheets of the
Company and its Subsidiaries as of the end of such year and the related
consolidated statements of income, changes in shareholders' equity and cash
flows for the period commencing at the end of the previous fiscal year and
ending with the end of such year; and

     (c)  at the same time it furnishes each set of financial statements
pursuant to Sections 7.09(a) and (b), (i) a certificate of a Responsible Officer
            -----------------    ---
of the Company to the effect that no Default or Event of Default has occurred
and is continuing (or if any Default or Event of Default has occurred and is
continuing, describing the same in reasonable detail and the action which the
Company proposes to take with respect thereto) and (ii) a compliance certificate
in substantially the form of Exhibit 7.09(c).
                             ---------------

     7.10 Reporting Requirements. The Company will furnish to the Agent (to be
          ----------------------
promptly distributed to the Lenders), with sufficient copies for the Lenders:

     (a)  promptly and in any event within three Business Days after the Company
becomes aware of the existence of any Default or Event of Default, notice by
telephone or facsimile specifying the nature of such Default or Event of
Default, which notice, if given by telephone, shall be promptly confirmed in
writing within five Business Days;

     (b)  promptly after the sending or filing thereof, copies of all reports
which the Company sends to its security holders generally and copies of all
reports and registration statements which the Company or any of its Subsidiaries
files with the Securities and Exchange Commission or any national securities
exchange (including the Company's Quarterly Report on Form 10-Q and Annual
Report on Form 10-K);

                                       39
<PAGE>

     (c)  promptly but not later than three Business Days after the Company
becomes aware of any change by Moody's or S&P in the Debt Rating, or of the
rating determined on the Post-Acquisition Rating Date, notice by telephone or
facsimile of such change or rating; and

     (d)  such other information respecting the business, prospects, properties,
operations or condition, financial or otherwise of the Company or any of its
Subsidiaries as any Lender through the Agent may from time to time reasonably
request.

     7.11 ERISA Plans. The Company will maintain and operate, and cause each
          -----------
maintain and operate, each Plan in material compliance with ERISA and the Code
Subsidiary to and all applicable regulations thereunder.

     7.12 Environmental Compliance; Notice. The Company will, and will cause
          --------------------------------
each of its Subsidiaries to:

     (a)  endeavor to use and operate all of its facilities and properties in
substantial compliance with all Environmental Laws, keep all necessary permits,
approvals, certificates, licenses and other authorizations relating to
environmental matters in effect and remain in substantial compliance therewith,
and handle all Hazardous Materials in substantial compliance with all applicable
Environmental Laws;

     (b)  promptly upon receipt of all written claims, complaints, notices or
inquiries relating to the condition of its facilities and properties or
compliance with Environmental Laws, evaluate such claims, complaints, notices
and inquiries and forward copies of (i) all such claims, complaints, notices and
inquiries which individually are likely to have a Material Adverse Effect and
(ii) all such claims, complaints, notices and inquiries, arising from a single
occurrence which together are likely to have a Material Adverse Effect, and
endeavor to promptly resolve all such actions and proceedings relating to
compliance with Environmental Laws; and

     (c)  provide such information and certifications which the Agent may
reasonably request from time to time to evidence compliance with this Section
                                                                      -------
7.12.
----

     7.13 New Subsidiaries. If the Company or any of its Subsidiaries at any
          ----------------
time after the date hereof acquires, forms, or establishes any Principal
Subsidiary or any Subsidiary becomes a Principal Subsidiary, the Company shall
cause any such Principal Subsidiary to promptly (a) execute and deliver to Agent
each of the Subsidiary Guaranty (Capital Markets Bridge Facility) and the
Contribution Agreement (Capital Markets Bridge Facility) by executing and
delivering the supplements thereto in the form attached as Exhibit 7.13(a); and
                                                           ---------------
(b) provide such evidence of due authorization, execution, and delivery of such
Loan Documents as the Agent or the Required Lenders may reasonably require. In
addition to the foregoing, the Company will cause the Target to execute and
deliver to each of the Lenders, promptly upon consummation of the Fort James
Acquisition, an Assumption Agreement in the form of Exhibit 7.13(b) pursuant to
                                                    ---------------
which the Target will expressly assume all obligations of the Offeror under the
Subsidiary Guaranty and Contribution Agreement.

     7.14 Merger Agreement. The Company will cause Offeror to comply with each
          ----------------
of its obligations under the Merger Agreement.

                                       40
<PAGE>

                                   ARTICLE 8
                               NEGATIVE COVENANTS
                               ------------------

     The Company agrees that as long as the obligations of the Lenders to make
Loans shall remain in effect and until all Obligations shall have been paid or
performed in full, unless the Required Lenders shall otherwise consent in
writing:

     8.01  Liens, Etc.  The Company shall not create or assume and shall not
           ----------
permit any Restricted Subsidiary to create or assume, any Lien upon or with
respect to any of its Principal Properties or shares of capital stock or
Indebtedness of any Restricted Subsidiary, whether now owned or hereafter
acquired, without making effective provision, and the Company in such case will
make or cause to be made effective provision, whereby the Obligations shall be
secured by such Lien equally and ratably with any and all other Indebtedness or
obligations thereby secured, so long as such other Indebtedness or obligations
shall be so secured; provided, however, that the foregoing shall not apply to
any of the following:

     (a)  Liens existing on the Closing Date and set forth on Schedule 8.01;
                                                              -------------
     (b)  Liens on any Principal Property acquired, constructed or improved
after the date of this Agreement which are created or assumed contemporaneously
with, or within 120 days after, or pursuant to financing arrangements for which
a firm commitment is made by a bank, insurance company or other lender or
investor (not including the Company or any Restricted Subsidiary) within 120
days after, the completion of such acquisition, construction or improvement to
secure or provide for the payment of any part of the purchase price of such
property or the cost of such construction or improvement, or, in addition to
Liens contemplated by Sections 8.01(c) and 8.01(d), Liens on any Principal
                      ----------------------------
Property existing at the time of acquisition thereof; provided, however, that in
                                                      --------  -------
the case of any such acquisition, construction or improvement the Lien shall not
apply to any property theretofore owned by the Company and/or one or more
Restricted Subsidiaries other than, in the case of such construction or
improvement, any theretofore unimproved real property on which the property so
constructed, or the improvement, is located;

     (c)  Liens on property or shares of capital stock or indebtedness of a
corporation existing at the time such corporation is merged into or consolidated
with the Company or a Restricted Subsidiary or existing at the time of a sale,
lease or other disposition of the properties of a corporation as an entirety or
substantially as an entirety to the Company, or to a Restricted Subsidiary;

     (d)  Liens on property or shares of capital stock of a corporation existing
at the time such corporation becomes a Restricted Subsidiary;

     (e)  Liens to secure Indebtedness of a Restricted Subsidiary to the Company
or one or more Restricted Subsidiaries;

     (f)  Liens in favor of the United States of America or any State thereof,
or any department, agency or political subdivision of the United States of
America or any State thereof, to secure partial, progress, advance or other
payments pursuant to any contract or statute or to

                                       41
<PAGE>

secure any Indebtedness incurred for the purpose of financing all or any part of
the purchase price or the cost of constructing or improving the property subject
to such Liens;

     (g)  Liens on timberlands in connection with an arrangement under which the
Company and/or one or more Restricted Subsidiaries are obligated to cut or pay
for timber in order to provide the lienholder with a specified amount of money,
however determined;

     (h)  Liens created or assumed in the ordinary course of the business of
exploring for, developing or producing oil, gas or other minerals (including in
connection with borrowings of money for such purposes) on, or on any interest
in, or on any proceeds from the sale of, property acquired or held for the
purpose of exploring for, developing or producing oil, gas or other minerals, or
production therefrom, or proceeds of such production, or material or equipment
located on such property;

     (i)  Liens in favor of any customer arising in respect of performance
deposits and partial, progress, advance or other payments made by or on behalf
of such customer for goods produced or to be produced or for services rendered
or to be rendered to such customer in the ordinary course of business, which
Liens shall not exceed the amount of such deposits or payments;

     (j)  Liens on the property of the Company or any Restricted Subsidiary
incurred or pledges and deposits made in the ordinary course of business in
connection with worker's compensation, unemployment insurance, old-age pensions
and other social security benefits other than in respect of employer plans
subject to ERISA;

     (k)  Liens pertaining to receivables or other accounts sold by the Company
or any of its Restricted Subsidiaries pursuant to a receivables sale transaction
in favor of the purchaser or purchasers of such receivables or other accounts;

     (l)  purchase money liens or purchase money security interests upon or in
any other property acquired by the Company or any Restricted Subsidiary in the
ordinary course of business to secure the purchase price of such property or to
secure Indebtedness incurred solely for the purpose of financing the acquisition
of such property;

     (m)  extensions, renewals and replacements of Liens referred to in Section
                                                                        -------
8.01(a) through (l) or this Section 8.01(m), provided, however, that the
-------         ---         ---------------  --------  -------
Indebtedness secured thereby shall not exceed the principal amount of the
Indebtedness so secured at the time of such extension, renewal or replacement,
and such extension, renewal or replacement shall be limited to all or part of
the property or assets which secured the Lien extended, renewed or replaced
(plus improvements on such property);

     (n)  Liens imposed by law, such as workers', materialmen's, mechanics',
warehousemen's, carriers', lessors', vendors' and other similar Liens incurred
by the Company or any Restricted Subsidiary arising in the ordinary course of
business which secure its obligations to any Person;

     (o)  Liens created by or resulting from any litigation or proceedings which
are being contested in good faith by appropriate proceedings; Liens arising out
of judgments or awards

                                       42
<PAGE>

against the Company and/or one or more Restricted Subsidiaries with respect to
which the Company and/or such Restricted Subsidiary or Restricted Subsidiaries
are in good faith prosecuting an appeal or proceedings for review; or Liens
incurred by the Company and/or one or more Restricted Subsidiaries for the
purpose of obtaining a stay or discharge in the course of any legal proceeding
to which the Company and/or such Restricted Subsidiary or Restricted
Subsidiaries are a party;

      (p)  Liens for taxes, assessments or other governmental charges or levies,
either not yet due and payable or to the extent that non-payment thereof shall
be permitted by Section 7.03, and landlord's liens on property held under lease
                ------------
and tenants' rights under leases;

     (q)  zoning restrictions, easements, licenses, reservations, restrictions
on the use of real property or minor irregularities of title incident thereto
which do not materially impair the value of any parcel of property material to
the operation of the business of the Company and its Restricted Subsidiaries
taken as a whole or the value of such property for the purpose of such business;
and

     (r)  Liens arising in connection with Sale-Leaseback Transactions permitted
by Section 8.02.
   ------------

Notwithstanding anything herein to the contrary, and notwithstanding the timing
of the Target becoming a Restricted Subsidiary hereunder, nothing herein shall
restrict the ability of either the Offeror or the Company from disposing of or
granting a Lien on the capital stock of the Target until such time as such
capital stock shall cease to be "margin stock" within the meaning of Regulations
T, U and X of the Federal Reserve Board.

     8.02  Sale-Leaseback Transactions.  The Company shall not, and shall not
           ---------------------------
permit any Restricted Subsidiary to, enter into any arrangement with any Person
providing for the leasing by the Company and/or one or more Restricted
Subsidiaries of any Principal Property (except for temporary leases for a term,
including any renewal thereof, of not more than three years and except for
leases between the Company and one or more Restricted Subsidiaries or between
Restricted Subsidiaries) which property has been or is to be sold or transferred
by the Company and/or such Restricted Subsidiary or Restricted Subsidiaries to
such Person (a "Sale-Leaseback Transaction") unless (a) the Company and/or such
                --------------------------
Restricted Subsidiary or Restricted Subsidiaries would be entitled to incur
Indebtedness secured by a Lien on such property without equally and ratably
securing the Obligations pursuant to the provisions of Section 8.01, or (b) the
                                                       ------------
Company shall apply or cause to be applied an amount equal to the Value of such
Sale-Leaseback Transaction within 120 days of the effective date of any
arrangement (i) to the retirement of Indebtedness for Borrowed Money incurred or
assumed by the Company or any Restricted Subsidiary (other than indebtedness for
borrowed money owed to the Company and/or one or more Restricted Subsidiaries)
which by its terms matures on, or is extendable or renewable at the option of
the obligor to, a date more than 12 months after the date of the incurrence or
assumption of such indebtedness and which is senior in right of payment to, or
ranks pari passu with, the Loans, or (ii) to the purchase of other property
      ---- -----
which will constitute "Principal Property" having a fair value in the opinion of
the Board of Directors of the Company at least equal to the Value of such Sale-
Leaseback Transaction, or (c) the Company shall use the net proceeds to repay
Loans hereunder.

                                       43
<PAGE>

     Notwithstanding the provisions of Sections 8.01 and 8.02, the Company and
                                       -------------     ----
any one or more of its Restricted Subsidiaries may nevertheless create or assume
Liens which would otherwise require securing of the Obligations under said
provisions, and enter into Sale-Leaseback Transactions without compliance with
either Section 8.02(b) or 8.02(c), provided that the aggregate amount of all
       --------------------------  --------
such Liens and Sale-Leaseback Transactions permitted by Section 8.2 of this
                                                        -----------
Agreement, the Asset Disposition Bridge Facility, and 18-Month Revolver and
Section 9.02 of the Multi-Year Revolver at any time outstanding (as measured by
------------
the sum of (a) all Indebtedness secured by all such Liens then outstanding or to
be so created or assumed, but excluding secured Indebtedness permitted under the
exceptions in Section 8.01, and (b) the Value of all such Sale-Leaseback
              ------------
Transactions then outstanding or to be so entered into, but excluding such
transactions in which indebtedness is retired or property is purchased or Loans
are repaid) shall not exceed 10% of Net Tangible Assets.

     8.03  Mergers, Etc.  The Company shall not merge or consolidate with or
           ------------
into, or convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets, whether now owned or hereafter acquired, to any Person; provided,
                                                                --------
however, that the Company may merge or consolidate with or into any corporation
-------
(whether or not affiliated with the Company) or convey, transfer, lease or
otherwise dispose of all or substantially all of its assets, to any other
corporation (whether or not affiliated with the Company) authorized to acquire
or operate the same, so long as (a) either (x) in the case of such merger or
consolidation, the Company is the surviving corporation or (y) if either (i) in
the case of such merger or consolidation, if the Company is not the surviving
corporation, or (ii) upon any such conveyance, transfer, lease or other
disposition, the surviving or transferee corporation expressly assumes the due
and punctual payment of all Obligations according to their terms and the due and
punctual performance and observance of all of the covenants and conditions of
this Agreement to be performed by the Company; and (b) after giving effect to
such transaction, no Default or Event of Default exists and the Company or such
surviving Person, as applicable, has demonstrated its compliance with Section
                                                                      -------
7.08 to the reasonable satisfaction of the Required Lenders.
----

     8.04  Transactions with Affiliates.  The Company shall not enter into or be
           ----------------------------
a party to, or permit any of its Restricted Subsidiaries to enter into or be a
party to, any transaction with any Affiliate of the Company except (a) as may be
permitted under Sections 8.01, 8.02, or 8.03 or (b) transactions in the ordinary
                -------------  ----     ----
course of business which are not likely to have a Material Adverse Effect.

     8.05  Accounting Changes.  The Company (a) shall not make, or permit any of
           ------------------
its Subsidiaries to make, any significant change in accounting treatment and
reporting practices except as permitted or required by GAAP or the Securities
and Exchange Commission and (b) shall not designate a different fiscal year
other than a fiscal year that ends on the closest Saturday to December 31 of
each year.

     8.06  Margin Regulations.  The Company shall not use the proceeds of any
           ------------------
Loan in violation of Regulation T, U or X of the Board of Governors of the
Federal Reserve System.

     8.07  Negative Pledges, Etc.  The Company shall not, and shall not permit
           ---------------------
any Restricted Subsidiary to, enter into any agreement prohibiting compliance by
the Company with

                                       44
<PAGE>

the provisions of the introduction to Section 8.01 or restricting the ability of
                                      ------------
the Company or any other Loan Party to amend or otherwise modify this Agreement
or any other Loan Document.

     8.08  Leverage Ratio.  The Company shall not permit the ratio of (a) Funded
           --------------
Indebtedness on the last day of any fiscal quarter to (b) EBITDA for the
Measurement Period ending on such date plus, for periods ending before the Fort
                                       ----
James Acquisition, Target EBITDA for such periods to be greater than (i) for
fiscal quarters ending before the earlier of the date six months after the
Closing Date and the date on which all of the loans under each of the Asset
Disposition Bridge Facility and Timber Disposition Bridge Facility shall have
been repaid in full and each of such Facilities shall have been terminated, 4.50
to 1.0 and (ii) for fiscal quarters ending thereafter, 4.0 to 1.00.

     8.09  Minimum Net Worth.  The Company shall not permit Net Worth, measured
           -----------------
as of the end of each fiscal quarter, to be less than the sum of (a) 80% of the
Net Worth as at the Closing Date based upon the pro forma balance sheet of the
Company delivered pursuant to Section 7.01(j) of the Multi-Year Revolver plus
                              ---------------                            ----
(b) 50% of quarterly net income (with no deduction for net losses) for the
fiscal quarter ending after the Closing Date and each fiscal quarter thereafter
plus (c) 100% of the net proceeds to the Company of new capital stock or other
----
equity interests issued by the Company or any Restricted Subsidiary after the
Closing Date.

     8.10  Modification of Merger Agreement.  The Company will not, and will not
           --------------------------------
permit the Offeror or any successor to, consent to any material modification,
supplement or waiver of any provision of the Merger Agreement without the prior
written consent of the Required Lenders.

                                   ARTICLE 9
                               EVENTS OF DEFAULT
                               -----------------

     9.01  Events of Default.  The term "Event of Default" shall mean any of the
           -----------------             ----------------
events set forth in this Section 9.01.
                         ------------

     (a)  Non-Payment.  The Company shall (i) fail to pay any principal of any
          -----------
Loan when the same shall become due and payable; or (ii) fail to pay any
interest on any Loan or fail to pay any fee due under this Agreement within
three Business Days after the same shall become due and payable; or

     (b)  Representations and Warranties.  Any representation or warranty made
          ------------------------------
by the Company in this Agreement or by any Loan Party in any other Loan Document
or in any certificate, document or financial or other statement delivered at any
time under or in connection with this Agreement or any other Loan Document shall
prove to have been incorrect or untrue in any material respect when made or
deemed made; or

     (c)  Specific Defaults.  The Company shall fail to perform or observe any
          -----------------
term, covenant or agreement contained in Sections 7.01, 7.05, 7.06 or 7.10(a) or
                                         -------------  ----------    -------
Article 8; or
---------

     (d)  Other Defaults.  The Company shall fail to perform or observe any
          --------------
other term or covenant contained in this Agreement or any Loan Party shall fail
to perform any other term or

                                       45
<PAGE>

covenant in any other Loan Document, and such Default shall continue unremedied
for a period of 30 days after the date upon which written notice thereof shall
have been given to the Company by the Agent at the request of the Required
Lenders or otherwise; or

     (e)  Default under Other Agreements.  Any "Event of Default" shall occur
          ------------------------------
and be continuing under any of the Multi-Year Revolver, 18-Month Revolver,
Timber Disposition Bridge Facility or Asset Disposition Bridge Facility or any
default shall occur and be continuing under the terms applicable to:

          (i)    any Funded Indebtedness or any Indebtedness or items of
     Indebtedness of the Company or any of its Subsidiaries (other than under
     this Agreement or any other Loan Document) which Funded Indebtedness or
     Indebtedness, as the case may be, has an aggregate outstanding principal
     amount of $100,000,000 or more, or

          (ii)   under one or more Swap Contracts of the Company or any of its
     Subsidiaries resulting in aggregate Swap Termination Values of the Company
     and its Subsidiaries of $100,000,000 or more and,

in either of the above cases, such default shall:

                 (A)  consist of the failure to pay such Indebtedness or such
          net obligations when due (whether at scheduled maturity, upon early
          termination, by required prepayment, acceleration, demand or
          otherwise) after giving effect to any applicable grace period; or

                 (B)  result in, or continue unremedied and unwaived for a
          period of time sufficient to permit, the acceleration of such
          Indebtedness or the early termination of any such Swap Contract; or

     (f)  Bankruptcy or Insolvency.  The Company or any Restricted Subsidiary
          ------------------------
shall:


          (i)    generally fail to pay, or admit in writing its inability to
     pay, its debts as they become due;

          (ii)   commence a voluntary case or other proceeding seeking
     liquidation, reorganization or other relief with respect to itself or its
     debts under any bankruptcy, insolvency or other similar law now or
     hereafter in effect;

          (iii)  seek the appointment of a trustee, receiver, liquidator,
     custodian or other similar official of it or any substantial part of its
     property or consent to any such relief or to the appointment of or taking
     possession by any such official in an involuntary case or other proceeding
     commenced against it;

          (iv)   make a general assignment for the benefit of creditors; or

          (v)    take any corporate action to authorize any of the foregoing; or

                                       46
<PAGE>

     (g)  Involuntary Proceedings.  An involuntary case or other proceeding
          -----------------------
shall be commenced against the Company or any Restricted Subsidiary seeking
liquidation, reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official of it or any-substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a
period of 60 days; or an order for relief shall be entered against the Company
or any Restricted Subsidiary under the federal bankruptcy laws as now or
hereafter in effect; or

     (h)  Monetary Judgments.  One or more judgments or orders for the payment
          ------------------
of money exceeding in the aggregate $75,000,000 shall be rendered against the
Company or any of its Subsidiaries and either (i) enforcement proceedings shall
have been initiated by any creditor upon such judgment or order or (ii) such
judgment or order shall continue unsatisfied or unstayed for a period of 30
days; or

     (i)  Pension Plans.  Any of the following events shall occur with respect
          -------------
to any Pension Plan:

          (i)    the institution of any steps by the Company, any member of its
     Controlled Group or any other Person to terminate a Pension Plan if, as a
     result of such termination, the Company or any such member could reasonably
     expect to be required to make a contribution to such Pension Plan, or could
     reasonably expect to incur a liability or obligation to such Pension Plan
     or the PBGC, in excess of $75,000,000; or

          (ii)   a contribution failure occurs with respect to any Pension Plan
     which gives rise to a Lien under Section 302(f) of ERISA with respect to a
     liability or obligation in excess of $75,000,000; or

     (j)  Change in Control.  The acquisition by any Person or group (within the
          -----------------
meaning of Rule 13d-5 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934), or two or more Persons acting in concert, of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of either (i) 33-
1/3% or more of the outstanding shares of voting stock of the Company or (ii)
the power to direct or cause the direction of the management and policies of the
Company, whether through the ownership of voting securities, by contract or
otherwise; or

     (k)  Impairment of Certain Documents.  Except as otherwise expressly
          -------------------------------
permitted in any Loan Document, any of the Loan Documents shall terminate or
cease in whole or in part to be the legally valid, binding, and enforceable
obligation of the relevant Loan Party, or such Loan Party or any Person acting
for or on behalf of any Loan Party, contests such validity, binding effect or
enforceability, or purports to revoke any Loan Document; or

     9.02 Remedies. If any Event of Default shall have occurred and be
          --------
continuing:

     (a)  The Agent shall at the request of, or may with the consent of, the
Required Lenders, declare the Commitments to be terminated, whereupon the
Commitments shall forthwith be terminated; and/or

                                       47
<PAGE>

     (b)  The Agent shall at the request of, and may with the consent of, the
Required Lenders, declare the unpaid principal amount of all outstanding Loans,
all interest accrued and unpaid thereon and all other Obligations payable
hereunder or under any other Loan Document to be immediately due and payable,
whereupon the Loans, all such interest and all such Obligations shall become and
be forthwith due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Company;
and/or

     (c)  The Agent shall at the request of, and may with the consent of, the
Required Lenders, exercise all rights and remedies available to it as Agent
under any Loan Document;

provided, however, that upon the occurrence of any Event of Default specified in
-----------------
Section 9.01(f)(ii) or Section 9.01(g) or in the event of an actual or deemed
-------------------    ---------------
entry of an order for relief with respect to the Company or any of its
Subsidiaries under any bankruptcy, insolvency or other similar law now or
hereafter in effect, the Commitments shall automatically terminate and the
unpaid principal amount of all outstanding Loans and all interest accrued
thereon and all other Obligations shall automatically become due and payable
without further action of the Agent or any Lender.  Notwithstanding anything
else provided herein, upon the occurrence and the continuance of an Event of
Default, any of the Agent and the Lenders may exercise any and all remedies
available to it under law and equity.

                                  ARTICLE 10
                                   THE AGENT
                                   ---------

     10.01  Appointment.  Each Lender hereby irrevocably appoints, designates
            -----------
and authorizes the Agent to take such action on its behalf under the provisions
of this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere in this Agreement or in any other Loan Document, the Agent
shall not have any duties or responsibilities except those expressly set forth
herein or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Agent. Without limiting the generality of the foregoing sentence, the use of the
term "agent" in this Agreement with reference to the Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable law. Instead, such term is used merely as a
matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting parties.

     10.02  Delegation of Duties.  The Agent may execute any of its duties under
            --------------------
this Agreement or any other Loan Document by or through its employees, agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.

     10.03  Liability of Agent.  None of the Agent-Related Persons shall be (a)
            ------------------
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document (except for its own
gross negligence or willful misconduct) or (b) responsible in any manner to any
of the Lenders for any recital, statement, representation or

                                       48
<PAGE>

warranty made by the Company or any of its officers contained in this Agreement
or by any Loan Party or any officer of any thereof in any other Loan Document or
in any certificate, report, statement or other document referred to or provided
for in, or received by the Agent under or in connection with, this Agreement or
any other Loan Document or for the value of any collateral or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document or for any failure of the Company or any other Loan
Party to perform its obligations hereunder or thereunder. No Agent-Related
Person shall be under any obligation to any Lender to ascertain or to inquire as
to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or any other Loan Document or to inspect the
properties, books or records of the Company or any of its Subsidiaries.

     10.04  Reliance by Agent.
            -----------------

     (a)  The Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit,
letter, facsimile, or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon any advice and statements
of legal counsel (including counsel to the Company), independent accountants and
other experts selected by the Agent. The Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. Except to the extent expressly provided in Section 11.02,
                                                                 -------------
the Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Loan Document in accordance with a
request or the consent of the Required Lenders and such request or consent and
any action taken or failure to act pursuant thereto shall be binding upon all
the Lenders and all future holders of the Loans or any portion thereof.

     (b)    For purposes of determining compliance with the conditions specified
in Sections 6.01 and 6.02, each Lender shall be deemed to have consented to,
   -------------     ----
approved or accepted or to be satisfied with each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to the Lenders unless an officer of the Agent responsible for the
transactions contemplated by the Loan Documents shall have received notice from
such Lender prior to the Borrowing specifying its objection thereto and either
such objection shall not have been withdrawn by notice to the Agent to that
effect or such Lender shall not have made available to the Agent such Lender's
Commitment Percentage of such Borrowing.

     10.05  Notice of Default.  The Agent shall not be deemed to have knowledge
            -----------------
or notice of the occurrence of any Default or Event of Default, except with
respect to defaults in the payment of principal, interest and fees payable to
the Agent for the account of the Lenders, unless the Agent shall have received
notice from a Lender or the Company referring to this Agreement or any other
Loan Document, describing such Default or Event of Default and stating that such
notice is a "notice of default". In the event that the Agent receives such a
notice, the Agent shall give notice thereof to the Lenders. The Agent shall take
such action with respect to such Default or Event of Default as shall be
requested by the Required Lenders in accordance with Article 9; provided,
                                                     ---------  --------
however, that unless and until the Agent shall have received any such request
-------
from the

                                       49
<PAGE>

Required Lenders, the Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of the
Lenders.

     10.06  Credit Decision.  Each Lender expressly acknowledges that no Agent-
            ---------------
Related Person has made any representation or warranty to it and that no act by
the Agent hereinafter taken, including any review of the affairs of the Company
and its Subsidiaries, shall be deemed to constitute any representation or
warranty by any Agent-Related Person to any Lender. Each Lender represents to
the Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects,
properties, operations or condition, financial or otherwise, and
creditworthiness of the Company and its Subsidiaries and made its own decision
to enter into this Agreement and extend credit to the Company hereunder. Each
Lender also represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement,
and to make such investigations as it deems necessary to inform itself as to the
business, prospects, properties, operations or condition, financial or
otherwise, and creditworthiness of the Company and its Subsidiaries. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Agent hereunder, no Agent-Related Person shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, prospects, properties, operations or condition,
financial or otherwise, and creditworthiness of the Company and its Subsidiaries
which may come into the possession of any Agent-Related Person.

     10.07  Indemnification.  The Lenders agree to indemnify the Agent-Related
            ---------------
Person (to the extent not reimbursed by or on behalf of the Company and without
limiting the obligation of the Company to do so), ratably according to the
respective amounts of their outstanding Loans, or, if no Loans are outstanding,
their Commitments, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses and
disbursements of any kind whatsoever which may at any time (including at any
time after the repayment of the Loans and all other Obligations) be imposed on,
incurred by or asserted against any Agent-Related Person in any way relating to
or arising out of this Agreement or any other Loan Document or any document
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by any Agent-
Related Person under or in connection with any of the foregoing; provided,
                                                                 --------
however, that no Lender shall be liable for the payment to any Agent-Related
-------
Person of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
solely from any Agent-Related Person's gross negligence or willful misconduct.
Without limiting the generality of the foregoing, each Lender agrees to
reimburse the Agent-Related Persons promptly upon demand for its ratable share
of any out-of-pocket expenses and reasonable fees of counsel incurred by the
Agent-Related Person in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiation, legal proceedings or otherwise) of, or legal advice in respect of
its or the Lenders' rights or responsibilities under, this Agreement, any other
Loan Document or any document contemplated by or referred to herein to the
extent that any Agent-Related Person is not reimbursed for such expenses by or
on behalf of the Company.

                                       50
<PAGE>

     10.08  Agent in Individual Capacity.  Bank of America and its Affiliates
            ----------------------------
may make loans to, issue, amend, renew (or participate in) letters of credit for
the account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory or other business with
the Company and its Subsidiaries and their respective Affiliates as though Bank
of America were not the Agent hereunder. With respect to its Loans, Bank of
America shall have the same rights and powers under this Agreement as any Lender
and may exercise the same as though it were not the Agent, and the terms
"Lender" and "Lenders" shall include Bank of America in its individual capacity.
 ------       -------
Without limiting the foregoing, each Lender acknowledges that Bank of America
acts in the capacity as agent under the Timber Disposition Bridge Facility,
Asset Disposition Bridge Facility, 18-Month Revolver and Multi-Year Revolver,
and may act in such a capacity with respect to other credit facilities for or on
behalf of the Company in the future. Each Lender acknowledges that (i) it has,
independently and without reliance on Bank of America and based on such
documents and information as it has deemed appropriate, made its own
investigation into those credit facilities, (ii) as of the date hereof, Bank of
America has responded satisfactorily to any request by such Lender for
information regarding such credit facilities; (iii) Bank of America may manage
its relationship with the Company as it sees fit as though it were not the Agent
hereunder, and (iv) Bank of America shall have no obligation to disclose to any
Lender any information received by Bank of America in connection with such
credit facilities.

     10.09  Successor Agent.  The Agent may resign at any time by giving written
            ---------------
notice thereof to the Lenders and the Company and may be removed at any time
with or without cause by the Required Lenders. Upon any such resignation or
removal, the Required Lenders shall have the right to appoint a successor Agent
which shall be a commercial bank organized, chartered or licensed under the laws
of the United States of America or of any State thereof having combined capital
and surplus of at least $500,000,000. If no successor Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment
within 30 days after the notice of resignation or the removal of the retiring
Agent, then the retiring Agent may, on behalf of the Lenders, with the consent
of the Company which consent shall not be unreasonably withheld or delayed,
appoint a successor Agent, which shall be a commercial bank organized or
chartered under the laws of the United States of America or of any State thereof
having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its future duties and obligations under this Agreement and the
other Loan Documents. After any retiring Agent's resignation or removal
hereunder as Agent, the provisions of this Article 10 and Sections 11.04 and
                                           ----------     --------------
11.05 shall inure to its benefit as to any actions taken or omitted to be taken
-----
by it while it was Agent under this Agreement and the other Loan Documents.

     10.10  Other Agents.  None of the Lenders identified on the facing page or
            ------------
signature pages of this Agreement as a "Co-Syndication Agent," "Managing Agent"
or "Book Manager and Lead Arranger" shall have any right, power, obligation,
liability, responsibility, or duty under this Agreement other than those
applicable to all Lenders as such. Without limiting the foregoing, none of the
Lenders so identified as "Co-Syndication Agent," "Managing Agent" or "Book
Manager and Lead Arranger" shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied,
and will not rely, on any of

                                       51
<PAGE>

the Lenders so identified in deciding to enter into this Agreement or in taking
or not taking action hereunder.

     10.11  Principal Subsidiaries. The Agent is hereby authorized to release
            ----------------------
any Principal Subsidiary from the Subsidiary Guaranty (Capital Markets Bridge
Facility) in connection with any disposition or merger of such Principal
Subsidiary permitted hereunder.

                                  ARTICLE 11
                                 MISCELLANEOUS
                                 -------------

     11.01  Notices, Etc.  All notices, requests and other communications
            ------------
provided to any party under this Agreement shall, except as otherwise expressly
specified herein, be in writing (including by facsimile) and mailed by overnight
delivery, transmitted by facsimile or delivered: if to the Company, to its
address specified on the signature pages hereof or such other address as shall
be designated by such party in a notice to the other parties; if to any Lender,
to its Domestic Lending Office specified opposite its name on Schedule 1.01(b)
                                                              ----------------
or any other address as designated by such Lender to the Company, and the Agent;
if to the Agent, to the office specified in Schedule 1.01(b) or such other
                                            ----------------
address as shall be designated by such party in a notice to the other parties.
All such notices and communications shall be effective, if transmitted by
facsimile, when transmitted, or, if mailed by overnight delivery or delivered,
upon delivery, except that (a) notices and facsimile communications to the Agent
pursuant to Articles 2 or 10 shall not be effective until received by the Agent,
            ----------    --
and (b) any notice by facsimile to the Agent must be confirmed by telephone or
mail. The Agent and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Borrowing Notices) purportedly given by or on
behalf of the Company even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof.

     11.02  Amendments, Etc.  No amendment or waiver of any provision of this
            ---------------
Agreement or of any other Loan Document, and no consent to any departure by the
Company or any other Loan Party herefrom or therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Required Lenders
and, in the case of amendments, the Company, and then any such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that
                 --------  -------

     (a)  no amendment, waiver or consent shall, unless in writing and signed by
all the Lenders and, in the case of amendments, the Company, do any of the
following:

          (i)    increase the Commitments of the Lenders (other than by
     assignment); provided, however, that any Lender may increase its own
                  --------  -------
     Commitment without the consent of the other Lenders;

          (ii)   reduce the principal of, or interest on, the Loans or reduce
     the amount of any fees payable hereunder;

          (iii)  postpone any date fixed for any payment of principal of, or
     interest on, the Loans or any fees payable hereunder;

                                       52
<PAGE>

          (iv)   modify any requirement hereunder that any particular action be
     taken by all of the Lenders or by the Required Lenders or change the
     percentage of the Commitments or of the aggregate unpaid principal amount
     of the Loans which shall be required for the Lenders or any of them to take
     any action hereunder;

          (v)    reduce, limit or terminate the Subsidiary Guaranty (Asset
     Disposition Bridge Facility) and/or the Contribution Agreement (Asset
     Disposition Bridge Facility) or release any Principal Subsidiary therefrom
     (except as permitted by Section 10.11);
                             -------------

          (vi)   amend or waive the provisions of Sections 3.05, 6.01 or 6.02;
                                                  -------------------    ----
or

          (vii)  amend this Section 11.02;
                            -------------

     (b)  no amendment, waiver or consent which affects the rights or duties of
the Agent under this Agreement or any other Loan Document shall become effective
unless signed by the Agent in addition to the Required Lenders or all the
Lenders, as the case may be;

Notwithstanding anything to the contrary herein, any Lender that has failed to
fund any portion of the Loans required to be funded by it hereunder shall not
have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Pro Rata Share of such Lender may not be increased
without the consent of such Lender.

     11.03  No Waiver; Remedies.  No failure on the part of any Lender or the
Agent to exercise, and no delay in exercising, any right, remedy, power or
privilege hereunder or under any other Loan Document shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, remedy,
power or privilege preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

     11.04  Costs and Expenses. The Company agrees to pay on demand:
            ------------------

     (a)  all out-of-pocket costs and expenses incurred by the Agent in
connection with the preparation, execution, delivery, administration,
modification and amendment of the Loan Documents and any other document to be
delivered hereunder or thereunder or in connection with the transactions
contemplated hereby or thereby, including the out-of-pocket expenses and
reasonable fees of counsel for the Agent (including local counsel which may be
retained by the Agent) with respect thereto and with respect to advising the
Agent as to its rights and responsibilities under the Loan Documents;

     (b)  all out-of-pocket costs and expenses incurred by the Agent or any
Lender in connection with the preservation of any rights under any Loan Document
or in connection with any restructuring or "work-out" of any of the Obligations
(whether through negotiations, legal proceedings or otherwise), including the
out-of-pocket expenses and reasonable fees of counsel for the Agent (including
the allocated cost of in-house counsel);

     (c)  all out-of-pocket costs and expenses incurred by the Agent or any
Lender in connection with the enforcement of any of the Obligations, including
the out-of-pocket expenses

                                       53
<PAGE>

and reasonable fees of counsel for the Agent or such Lender (including the
allocated cost of in-house counsel);

     (d)  all out-of-pocket costs and expenses incurred by the Agent in
connection with due diligence, transportation, use of computers, duplication,
search reports and all filing and recording fees; and

     (e)  to each Lender being replaced pursuant to Section 4.09, the reasonable
                                                    ------------
out-of-pocket expenses and reasonable fees of counsel not exceeding $5,000 in
connection with such replacement.

     11.05  Indemnity.
            ---------

     (a)    The Company agrees to indemnify and hold harmless the Agent-Related
Persons, and each Lender and each of their Affiliates and all directors,
officers, employees, agents and advisors of all of the foregoing (each, an
"Indemnified Party") from and against any and all claims, actions, proceedings,
 -----------------
suits, damages, losses, liabilities, costs, expenses and disbursements,
including the out-of-pocket expenses and reasonable fees of counsel (including
the allocated cost of in-house counsel) which may be incurred by or asserted
against any Indemnified Party as a result of any investigation, litigation,
suit, action or proceeding (regardless of whether an Indemnified Party is a
party thereto) arising out of, relating to, or in connection with this
Agreement, any other Loan Document or any transaction or proposed transaction
(whether or not consummated) financed or to be financed, in whole or in part,
directly or indirectly, with the proceeds of the Borrowing (other than costs of
the type covered by Section 11.04) or any other transaction contemplated hereby;
                    -------------
except to the extent such claim, damage, loss, liability, cost or expense has
resulted primarily from such Indemnified Party's gross negligence or willful
misconduct as determined by a final judgment of a court of competent
jurisdiction. Notwithstanding any other provision contained in this Agreement,
this indemnity shall not be limited in any way by the passage of time or the
occurrence of any event.

     (b)    The Agent, the Arrangers and each Lender agree that if any
investigation, litigation, suit, action or proceeding is asserted or threatened
in writing or instituted against it or any other Indemnified Party, or any
remedial, removal or response action is requested of it or any other Indemnified
Party, for which the Agent, the Arrangers or any Lender may desire indemnity or
defense hereunder, the Agent, the Arrangers or such Lender shall promptly notify
the Company thereof in writing and agree, to the extent appropriate, to consult
with the Company with a view to minimizing the cost to the Company of its
obligations under this Section 11.05. The Company will not be required to pay
                       -------------
the fees and expenses of more than one counsel for the Indemnified Parties
unless the employment of separate counsel has been authorized by the Company, or
unless any Indemnified Party reasonably concludes that there may be defenses
available to it which are not available to the other Indemnified Parties or that
there is a conflict between its interests and those of the other Indemnified
Parties.

     (c)    No action taken by legal counsel chosen by the Agent, the Arrangers
or any Lender in defending against any such investigation, litigation, suit,
action or proceeding or requested remedial, removal or response action shall
vitiate or in any way impair the obligations and duties of the Company hereunder
to indemnify and hold harmless each Indemnified Party;

                                       54
<PAGE>

provided, however, that if the Company is required to indemnify any Indemnified
-----------------
Party pursuant hereto, neither the Agent nor the Arrangers nor any Lender will
settle or compromise any such investigation, litigation, suit, action or
proceeding without the prior written consent of the Company (which consent shall
not be unreasonably withheld or delayed) so long as the Company has provided
evidence reasonably satisfactory to the Agent, the Arrangers or such Lender that
the Company and its Subsidiaries on a consolidated basis do not at such time
have a negative Net Worth.

     11.06   Right of Set-off.  Upon the occurrence and during the continuation
             ----------------
of any Event of Default, each Lender is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits in whatever currency (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by such Lender to or for the credit or the account of the Company against any
and all of the Obligations, whether or not such Lender shall have made any
demand under this Agreement. Each Lender agrees promptly to notify the Company
after any such set-off and application made by such Lender; provided, however,
                                                            -----------------
that the failure to give such notice shall not affect the validity of such set-
off and application. The rights of each Lender under this Section 12.06 are in
                                                          -------------
addition to any other right or remedy (including any other right of set-off)
which such Lender may have under applicable law or under any Loan Document.

     11.07  Binding Effect.  This Agreement shall become effective when a
            --------------
counterpart hereof shall have been executed by the Agent and counterparts hereof
executed by the Company and each Lender shall have been received by the Agent
and notice thereof shall have been given by the Agent to the other parties
hereto and thereafter shall be binding upon and inure to the benefit of the
Company, the Agent and each Lender and their respective successors and assigns;
provided, however, that (a) except as permitted under clause (b)(ii) of Section
-----------------                                                       -------
8.03, the Company may not assign or transfer its rights or obligations hereunder
----
without the prior written consent of all the Lenders and (b) the rights of
assignment and transfer of the rights and obligations of the Lenders hereunder
are subject to the provisions of Section 11.08.
                                 -------------

     11.08  Assignments, Participations, Etc.
            ---------------------------------

     (a)  Subject to Sections 11.08(b) and 11.08(e):
                     -----------------     --------

          (i)   Any Lender may with the prior consent of the Company and the
     Agent (which consents will not be unreasonably withheld and which consent
     of the Company shall not be required if a Default or Event of Default
     exists) at any time assign to one or more Eligible Assignees all or any
     fraction of its Commitment or outstanding Loans in a minimum amount of
     $25,000,000 and in multiples of $1,000,000 in excess thereof or, if its
     Commitment is less than $25,000,000, in the amount of its Commitment.

          (ii)  Any Lender may without the prior consent of the Company assign
     to another Lender all or any fraction of its Commitment or outstanding
     Loans in a minimum amount of $5,000,000 and in multiples of $1,000,000 in
     excess thereof or, if the Commitment is less than $5,000,000, in the amount
     of its Commitment.

                                       55
<PAGE>

          (iii) Any Lender may at any time assign all or any portion of its
     rights under this Agreement and any note issued pursuant to Section 2.03(b)
                                                                 ---------------
     to a Federal Reserve Bank; provided, however, that no such assignment shall
                                --------  -------
     release any Lender from its obligations hereunder.

          (iv)  Any Lender, if so requested by the Company under Section 4.09,
                                                                 ------------
     shall assign to another Eligible Assignee its entire Commitment and all
     outstanding Loans.

     (b)  No assignment shall become effective, and the Company and the Agent
shall be entitled to continue to deal solely and directly with each Lender in
connection with the interests so assigned by such Lender to an Assignee, until
(i) such Lender and such Assignee shall have executed an Assignment and
Assumption Agreement substantially in the form of Exhibit 11.08(b) and written
                                                  ----------------
notice of such assignment, payment instructions, addresses, and related
information with respect to such Assignee shall have been given to the Company
and the Agent by such Lender and such Assignee, in substantially the form of
Attachment A to Exhibit 11.08(b) (a "Notice of Assignment"); (ii) a processing
------------    ----------------     --------------------
fee in the amount of $3,500 shall have been paid to the Agent by the assignor
Lender or the Assignee; and (iii) either (A) five Business Days shall have
elapsed after receipt by the Agent of the items referred to in clauses (i) and
                                                               -----------
(ii) or (B) if earlier, the Agent has notified the assignor Lender and the
----    ---
Assignee of its receipt of the items mentioned in clauses (i) and (ii) and that
                                                  -----------     ----
it has acknowledged the assignment by countersigning the Notice of Assignment.

     (c)  From and after the effective date of any assignment hereunder, (i) the
Assignee thereunder shall be deemed automatically to have become a party hereto
and, to the extent that rights and obligations hereunder have been assigned to
such Assignee by the assignor Lender, shall have the rights and obligations of a
Lender hereunder and under each other Loan Document, and (ii) the assignor
Lender, to the extent that rights and obligations hereunder have been assigned
by it to the Assignee, shall be released from its future obligations hereunder
and under each other Loan Document.

     (d)  Subject to Section 11.08(e), any Lender may at any time sell to one
                     ----------------
or more financial institutions or other Persons (each of such Persons being
herein called a "Participant") participating interests in any of the Loans, its
                 -----------
Commitment or other interests of such Lender hereunder; provided, however,
                                                        -----------------
that

          (i)   no participation contemplated in this Section 11.08(d) shall
                                                      ----------------
     relieve such Lender from its Commitment or its other obligations hereunder
     or under any other Loan Document;

          (ii)  such Lender shall remain solely responsible for the performance
     of its Commitment and such other obligations;

          (iii) the Company and the Agent shall continue to deal solely and
     directly with such Lender in connection with such Lender's rights and
     obligations under this Agreement and each other Loan Document; and

          (iv)  no Participant, unless such Participant is an Affiliate of such
     Lender, shall be entitled to require such Lender to take or refrain from
     taking any action hereunder or

                                       56
<PAGE>

     under any other Loan Document, except that such Lender may agree with any
     Participant that such Lender will not, without such Participant's consent,
     take any action of the type described in Section 11.02.
                                              -------------

     The Company acknowledges and agrees that each Participant, for purposes of
Sections 3.04, 3.05, 4.02, 4.03, 4.05, 4.06 or 11.06, shall be considered a
-------------------------------------------    -----
Lender; provided, however, that for purposes of Sections 3.04, 4.02, 4.03, 4.05
        --------  -------                       -------------------------------
and 4.06, no Participant shall be entitled to receive any payment or
    ----
compensation in excess of that to which such Participant's selling Lender would
have been entitled with respect to the amount of such Participant's
participation interest if such Lender had not sold such participation interest.

     11.09 Confidentiality. Each Lender agrees that all nonpublic information
           ---------------
provided to it by the Company or by the Agent on behalf of the Company in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby or thereby will be held and treated by such Lender, its
agents, directors, Affiliates, officers and employees in confidence and further
agrees and undertakes that neither it nor any of its Affiliates shall use any
such information for any purpose or in any manner other than pursuant to the
terms contemplated by this Agreement or relating to other business transactions
between the Company and such Lender. Any Lender may disclose such information
(a) at the request of any bank regulatory authority or in connection with an
examination of such Lender by any such authority or examiner; (b) pursuant to
subpoena or other court process; (c) when required to do so in accordance with
the provisions of any applicable law; (d) at the written request or the express
direction of any other agency of any State of the United States of America or of
any other jurisdiction in which such Lender conducts its business; and (e) to
such Lender's independent auditors, counsel and other professional advisors.
Notwithstanding the foregoing, the Company authorizes each Lender to disclose to
any Participant or Assignee and any prospective Participant or Assignee such
financial and other information in such Lender's possession concerning the
Company or its Subsidiaries which has been delivered to the Lenders pursuant to
this Agreement or any other Loan Document or which has been delivered to the
Lenders by the Company in connection with the Lenders' credit evaluation of the
Company and its Subsidiaries prior to entering into this Agreement; provided
that such Participant or Assignee or prospective Participant or Assignee agrees
in writing to such Lender to keep such information confidential to the same
extent as required of the Lenders hereunder.

     11.10 Survival. The obligations of the Company under Sections 3.04, 4.02,
           --------                                       --------------------
4.03, 4.05, 4.06, 11.04 and 11.05, and the obligations of the Lenders under
-----------------------     -----
Sections 3.04(i) and 10.07, shall in each case survive the repayment of the
----------------     -----
Loans and all other Obligations and the termination of this Agreement and the
Commitments; provided, however, that no request for reimbursement pursuant
             --------  --------
to such Sections (other than Sections 11.04(b) and (c) and 11.05) may be made
                             -----------------     ---     -----
more than six months after the termination of this Agreement and the
Commitments. The representations and warranties made by the Company in this
Agreement and by each Loan Party in each other Loan Document shall survive the
execution and delivery of this Agreement and such other Loan Document.

     11.11 Severability. Any provision of this Agreement or any other Loan
           ------------
Document which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the

                                       57
<PAGE>

remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.

     11.12  Headings. The various headings of this Agreement are inserted for
            --------
convenience only and shall not affect the meaning or interpretation of this
Agreement or any provisions hereof.

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

     11.14  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
            -------------
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     11.15  Execution in Counterparts. This Agreement may be executed in any
            -------------------------
number of counterparts and by different parties hereto on separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

     11.16  ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS EMBODY
            ----------------
THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE COMPANY, THE LENDERS AND THE
AGENT AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS AND UNDERSTANDINGS
OF SUCH PERSONS, VERBAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF EXCEPT
FOR THE FEE LETTER AND ANY PRIOR ARRANGEMENTS MADE WITH RESPECT TO THE PAYMENT
BY THE COMPANY OF (OR ANY INDEMNIFICATION FOR) ANY FEES, COSTS OR EXPENSES
PAYABLE TO OR INCURRED (OR TO BE INCURRED) BY OR ON BEHALF OF THE AGENT OR THE
LENDERS.

     11.17  WAIVER OF JURY TRIAL. EACH OF THE AGENT, THE LENDERS AND THE COMPANY
            --------------------
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDERS ENTERING INTO
THIS AGREEMENT.

                                       58
<PAGE>

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

                              GEORGIA-PACIFIC CORPORATION



                              By:  /s/ Phillip M. Johnson
                                 -----------------------------------------

                              Name: Phillip M. Johnson
                                   ---------------------------------------

                              Title: Vice President and Treasurer
                                    --------------------------------------

                              BANK OF AMERICA, N.A.,

                              as Agent and as Lender



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

                              MERRILL LYNCH CAPITAL CORPORATION,

                              as Co-Syndication Agent and as Lender



                              By:  /s/ Christopher Birosak
                                 -----------------------------------------
                              Name: Christopher Birosak
                                   ---------------------------------------
                              Title:    Vice President
                                    --------------------------------------
                              MORGAN STANLEY SENIOR FUNDING, INC.,

                              as Co-Syndication Agent and as Lender



                              By:   /s/ Todd Vannucci
                                 -----------------------------------------
                              Name: Todd Vannucci
                                   ---------------------------------------
                              Title:    Vice President
                                    --------------------------------------

                                       59
<PAGE>

                                                                 Exhibit 2.02(a)
                                              to Capital Markets Bridge Facility

                          FORM OF NOTICE OF BORROWING

Bank of America, N.A.
Agency Administrative Services #5596
Mail Code:  CA 4-706-05-09
1850 Gateway Blvd.
Concord, CA 94520


Attention:  Irene Ruddell, Associate Agency Officer


          Re:  Georgia-Pacific Corporation Credit Agreement (Capital
               Markets Bridge Facility) dated as of November 3, 2000

Ladies and Gentlemen:

     This Notice of Borrowing is delivered to you pursuant to Section 2.02(a) of
                                                              ---------------
the Credit Agreement (Capital Markets Bridge Facility), dated as of November 3,
2000 (together with all amendments, if any, from time to time made thereto, the
"Credit Agreement"), among GEORGIA-PACIFIC CORPORATION, a Georgia corporation
 ----------------
(the "Company"), the Lenders party thereto, BANK OF AMERICA, N.A., as
      -------
administrative agent (the "Agent"), and the Co-Syndication Agents, Book Managers
                           -----
and Lead Arrangers party thereto.  Unless otherwise defined herein or the
context otherwise requires, terms used herein have the meanings provided in the
Credit Agreement.

     The Company hereby requests the following Borrowing[s]:  [Loans in the
aggregate principal amount of $________________ on, ______________, _____
comprised of [Offshore Rate Loans having an Interest Period of_________________
months] [Reference Rate Loans].

     The Company hereby certifies and warrants that on the date the Borrowing[s]
requested hereby [is/are] made (both before and after giving effect to the
making of such Borrowing[s] and after giving effect to the application, directly
or indirectly, of the proceeds thereof):

          (a) the representations and warranties contained in Article 5 of the
                                                              ---------
     Credit Agreement are correct on and (except for representations and
     warranties relating solely to a particular point in time) as of such date
     as though made on and as of such date;

          (b) no Default or Event of Default has occurred and is continuing;


<PAGE>

          (c) the proceeds of the Borrowing[s] hereby requested are being or
     will be used in accordance with Section 7.01 of the Credit Agreement; and
                                     ------------

          (d) after giving effect to the Borrowing [s], the Effective Amount of
     all Loans shall not at any time exceed the Aggregate Commitments.

     The Company agrees that if prior to the time of the Borrowing requested
hereby any matter certified to herein by it will not be true and correct at such
time as if then made, it will immediately so notify the Agent. Except to the
extent, if any, that prior to the time of the Borrowing requested hereby the
Agent shall receive written notice to the contrary from the Company, each matter
certified to herein shall be deemed once again to be certified as true and
correct at the date of such Borrowing as if then made.

     Please wire transfer the proceeds of the Borrowing requested hereby to the
accounts of the following Persons at the financial institutions indicated
respectively:

<TABLE>
<CAPTION>
Amount to be             Person to be Paid                  Name, Address, Etc.
                 ----------------------------------
Transferred      Name                 Account No.           of Transferee
-----------      ----                 -----------           -------------
<S>              <C>                  <C>                   <C>

$____________    _________            _________             ___________________________________
                                                            ___________________________________
                                                             Attention:_________________________

$____________    _________            _________              ___________________________________
                                                            ___________________________________
                                                             Attention:_________________________

$____________    _________            _________              ___________________________________
                                                            ___________________________________
                                                             Attention:_________________________

Balance of
such Proceeds: The Company  _____________    ___________________________________
                                             Attention:_________________________
</TABLE>

                                       2

<PAGE>

     The Company has caused this Notice of Borrowing to be executed and
delivered, and the certification and warranties contained herein to be made, by
its duly authorized officer this day of ____________________, ____.

                                        GEORGIA-PACIFIC CORPORATION


                                        By:_____________________________________

                                        Title:__________________________________

                                       3

<PAGE>

                                                                 Exhibit 2.03(b)

                                              to Capital Markets Bridge Facility


                            FORM OF PROMISSORY NOTE


[$____________]                                            _______________, ____


     For value received, on [____________], 200[ ], the undersigned promises to
pay to the order of ___________________________________________________________
(the "Lender") at the office of BANK OF AMERICA, N.A. (the "Agent"), specified
      ------                                                -----
in the Credit Agreement referred to below, [____________________] Dollars
($____________) or, if less, the aggregate unpaid principal amount of all such
Loans made by the Lender to the undersigned pursuant to the Credit Agreement (as
defined below), as shown in the schedule attached hereto (and any continuation
thereof).

     The undersigned also promises to pay interest on the unpaid principal
amount hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.

     Payments of both principal and interest are to be made in lawful money of
the United States of America and in immediately available funds.

     This Promissory Note is one of the promissory notes evidencing Loans
described in, and is subject to the terms and provisions of, the Credit
Agreement (Capital Markets Bridge Facility) dated as of November 3, 2000 among
Georgia-Pacific Corporation, certain financial institutions (including the
Lender) party thereto, the Agent, and the Co-Syndication Agents, Book Managers
and Lead Arrangers party thereto (as from time to time amended, modified, or
supplemented, the "Credit Agreement"). Unless otherwise defined herein or the
                   ----------------
context otherwise requires, terms used herein have the meanings provided in the
Credit Agreement.

     Reference is hereby made to the Credit Agreement for a statement of the
prepayment rights and obligations of the undersigned, the guaranty of this
Promissory Note, and the terms and conditions under which the due date of this
Promissory Note may be accelerated.

     This Promissory Note may only be assigned as provided in the Credit
Agreement.

     The undersigned promises to pay all costs of collection, including
reasonable attorney's fees, incurred in the collection of this Promissory Note.

     The undersigned hereby waives presentment for payment, demand, protest, and
notice of dishonor.
<PAGE>

     THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


                              GEORGIA-PACIFIC CORPORATION



                              By:   _______________________________

                              Title: _______________________________
<PAGE>

                         LOANS AND PRINCIPAL PAYMENTS

<TABLE>
<CAPTION>
                  Amount of Loan Made                  Amount of Principal Repaid        Unpaid Principal Balance
                  -------------------                  --------------------------        ------------------------

      Reference Rate    Offshore Interest Period    Reference Rate    Offshore Rate    Offshore Rate   Notation Made
Date            Loan            Rate Loan           (if applicable)        Loan             Loan         Total  Loan       by
----            ----            ---------           ---------------        ----             ----         -----  ----       --
<S>   <C>               <C>                         <C>               <C>              <C>             <C>      <C>        <C>

------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       3

<PAGE>

                                                                 Exhibit 2.09(b)

                                              to Capital Markets Bridge Facility

                   FORM OF NOTICE OF CONVERSION/CONTINUATION

Bank of America, N.A.
Agency Administrative Services #5596
Mail Code:  CA 4-706-05-09
1850 Gateway Blvd.
Concord, CA 94520


Attention:  Irene Ruddell, Associate Agency Officer


     Re:  Georgia-Pacific Corporation Credit Agreement,

          dated as of November 3, 2000

Ladies and Gentlemen:

     This Notice of Conversion/Continuation is delivered to you pursuant to
Section 2.09(b) of the of the Credit Agreement (Capital Markets Bridge
---------------
Facility), dated as of November 3, 2000 (together with all amendments, if any,
from time to time made thereto, the "Credit Agreement"), among GEORGIA-PACIFIC
                                     ----------------
CORPORATION, a Georgia corporation (the "Company"), the Lenders party thereto,
                                         -------
BANK OF AMERICA, N.A., as administrative agent (the "Agent"), and the Co-
                                                     -----
Syndication Agents, Book Managers and Lead Arrangers party thereto.  Unless
otherwise defined herein or the context otherwise requires, terms used herein
have the meanings provided in the Credit Agreement.

     The Company hereby requests that on ______________, ____,

     (1)  $__________ of the presently outstanding principal amount of the Loans
originally made on __________, ____ ;

     (2)  all presently being maintained as [Reference Rate Loans] [Offshore
Rate Loan];1

     (3) be [converted into] [continued as];

     (4) [Offshore Rate Loans having an Interest Period of _________ months]
[Reference Rate Loans].

________________
     /1/ Select appropriate interest rate option.
<PAGE>

     The Company has caused this Notice of Conversion/Continuation to be
executed and delivered by its duly authorized officer this __  day of
_____________, ____.

                              GEORGIA-PACIFIC CORPORATION


                              By: ___________________________

                              Title: ________________________
<PAGE>

                                                                 Exhibit 6.01(c)

                                              to Capital Markets Bridge Facility

         FORM OF SUBSIDIARY GUARANTY (Capital Markets Bridge Facility)

                              SUBSIDIARY GUARANTY

                       (Capital Markets Bridge Facility)

     THIS SUBSIDIARY GUARANTY (the "Guaranty"), dated as of ___________, 2000,
                                    --------
is made by UNISOURCE WORLDWIDE, INC., a Delaware corporation; GREAT NORTHERN
NEKOOSA CORPORATION, a Maine corporation; BRUNSWICK PULP & PAPER COMPANY, a
Delaware corporation; GEORGIA-PACIFIC WEST, INC., an Oregon corporation; G-P
GYPSUM CORPORATION, a Delaware corporation; LEAF RIVER FOREST PRODUCTS, INC., a
Delaware corporation; NEKOOSA PACKAGING CORPORATION, a Delaware corporation;
NEKOOSA PAPERS INC., a Wisconsin corporation, and FENRES ACQUISITION CORP., a
Virginia corporation (collectively, the "Guarantors" and, individually, a
                                         ----------
"Guarantor"), in favor of BANK OF AMERICA, N.A., a national banking association,
 ---------
as administrative agent (in such capacity, the "Agent") for each of the Lenders
                                                -----
(as defined below).

                                   RECITALS:

     A.   Pursuant to the Credit Agreement (Capital Markets Bridge
Facility), dated as of _________, 2000 (together with all amendments,
supplements, and other modifications, if any, from time to time thereafter made
thereto, the "Credit Agreement"), among Georgia-Pacific Corporation, a Georgia
              ----------------
corporation ("Georgia-Pacific") as borrower, the various commercial lending and
              ---------------
other financial institutions (individually, a "Lender" and, collectively, the
                                               ------
"Lenders") as are, or may from time to time become, party thereto, the Agent,
 -------
and Merrill Lynch Capital Corporation and Morgan Stanley Senior Funding Inc. as
Co-Syndication Agents, the Lenders have extended commitments (the "Commitments")
                                                                   -----------
to make loans (the "Loans") to Georgia-Pacific,  which Loans are to be
                    -----
unconditionally  guaranteed  by  each  Principal  Subsidiary  of Georgia-Pacific
(which Principal Subsidiaries are the Guarantors hereunder).

     B.   As a condition precedent to the Loans under the Credit Agreement, each
Guarantor is required to execute and deliver this Guaranty.

     C.  Each Guarantor has duly authorized the execution, delivery, and
performance of this Guaranty.

     D.  It is in the best interests of each Guarantor to execute this Guaranty
inasmuch as such Guarantor will derive substantial direct and indirect benefits
from the Loans made to Georgia-Pacific by the Lenders under the Credit
Agreement.

     NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, and in order to induce the Lenders to make Loans to
Georgia-Pacific pursuant to the Credit Agreement, each Guarantor agrees, for the
benefit of each Lender, as follows:
<PAGE>

                                   ARTICLE 1
                                  DEFINITIONS
                                  -----------

     Unless otherwise defined herein or the context otherwise requires, terms
used in this Guaranty, including its preamble and recitals, have the meanings
provided in the Credit Agreement.

                                   ARTICLE 2
                              GUARANTY PROVISIONS
                              -------------------

     2.1  Guaranty. Each Guarantor, jointly and severally, hereby absolutely,
          --------
unconditionally, and irrevocably:

     (a)  guarantees the full and punctual payment when due, whether at stated
maturity, by required prepayment, declaration, acceleration, demand, or
otherwise, of all Obligations of Georgia-Pacific and each other Loan Party
(other than such Guarantor) now or hereafter existing under the Credit Agreement
and each other Loan Document to which it is or may become a party, whether for
principal, interest, fees, expenses, or otherwise (including all such amounts
which would become due but for the operation of the automatic stay under Section
362(a) of the United States Bankruptcy Code, 11 U.S.C. 362(a)), and the
operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11
U.S.C. 502(b) and 506(b)); and

     (b)  indemnifies and holds harmless the Agent and each Lender for any and
all out-of-pocket costs and expenses (including the out-of-pocket expenses and
reasonable fees of counsel and the allocated cost of in-house counsel retained
by the Agent or such Lender) incurred by the Agent or such Lender in preserving
and enforcing any rights under this Guaranty;

provided, however, that each Guarantor shall be liable under this Guaranty for
--------  -------
the maximum amount of such liability that can be hereby incurred without
rendering this Guaranty, as it relates to such Guarantor, voidable under
applicable law relating to fraudulent obligations, fraudulent conveyance, or
fraudulent transfer, and not for any greater amount.  This Guaranty constitutes
a guaranty of payment when due and not of collection or of performance, and each
Guarantor specifically agrees that it shall not be necessary or required that
the Agent or any Lender exercise any right, assert any claim or demand, or
enforce any remedy whatsoever against Georgia-Pacific, any other Loan Party, or
any other Person before or as a condition to the obligations of each Guarantor
hereunder.

     2.2  Acceleration of Guaranty. Subject to the proviso of Section 2.1, each
          ------------------------                            -----------
Guarantor agrees that, in the event of the occurrence and continuance of an
Event of Default including, without limitation, pursuant to Section 9.01(f)(ii)
                                                            -------------------
or 9.01(g) of the Credit Agreement, and the acceleration of the Obligations in
   -------
accordance with the terms of the Credit Agreement, each Guarantor will pay to
the Agent and the Lenders forthwith the full amount of the Obligations.

     2.3  Guaranty Absolute, etc.  This Guaranty shall in all respects be a
          -----------------------
continuing, absolute, unconditional, and irrevocable guaranty of payment, and
shall remain in full force and effect until all Obligations of Georgia-Pacific
and each other Loan Party have been paid in cash in full, and all Commitments
shall have terminated. Each Guarantor guarantees that the
<PAGE>

Obligations of Georgia-Pacific and each other Loan Party will be paid strictly
in accordance with the terms of the Credit Agreement and each other Loan
Document under which they arise, regardless of any law, regulation, or order now
or hereafter in effect in any jurisdiction affecting any of such terms or the
rights of the Agent or any Lender with respect thereto. The liability of each
Guarantor under this Guaranty shall be absolute, unconditional, and irrevocable
irrespective of:

     (a)  any lack of validity, legality, or enforceability of the Credit
Agreement or any other Loan Document;

     (b)  the failure of the Agent or any Lender:

          (i)  to assert any claim or demand or to enforce any right or remedy
     against Georgia-Pacific, any other Loan Party, or any other Person
     (including any other guarantor) under the provisions of the Credit
     Agreement, any other Loan Document, or otherwise; or

          (ii) to exercise any right or remedy against any other guarantor of,
     or any collateral securing, any Obligations of Georgia-Pacific or any other
     Loan Party;

     (c)  any change in the time, manner, or place of payment of, or in any
other term of, all or any of the Obligations of Georgia-Pacific or any other
Loan Party, or any other extension, compromise, or renewal of any Obligations of
Georgia-Pacific or any other Loan Party;

     (d)  any reduction, limitation, impairment, or termination of the
Obligations of Georgia-Pacific or any other Loan Party for any reason, including
any claim of waiver, release, surrender, alteration, or compromise, and shall
not be subject to (and each Guarantor hereby waives any right to or claim of)
any defense or setoff, counterclaim, recoupment, or termination whatsoever by
reason of the invalidity, illegality, nongenuineness, irregularity, compromise,
unenforceability of, or any other event or occurrence affecting, the Obligations
of Georgia-Pacific or any other Loan Party or otherwise;

     (e)  any amendment to, rescission, waiver, or other modification of, or any
consent to departure from, any of the terms of the Credit Agreement or any other
Loan Document;

     (f)  any addition, exchange, release, surrender, or non-perfection of any
collateral, or any amendment to or waiver or release or addition of, or consent
to departure from, any other guaranty, held by the Agent or any Lender securing
any of the Obligations of Georgia-Pacific or any other Loan Party; or

     (g)  any other circumstance which might otherwise constitute a defense
available to, or a legal or equitable discharge of, Georgia-Pacific, any other
Loan Party, any surety, or any guarantor.

     2.4  Reinstatement, etc. Each Guarantor agrees that this Guaranty shall
          ------------------
continue to be effective or be reinstated, as the case may be, if at any time
any payment (in whole or in part) of any of the Obligations is rescinded or must
otherwise be restored by the Agent or any Lender,
<PAGE>

upon the insolvency, bankruptcy, or reorganization of Georgia-Pacific, any other
Loan Party, or otherwise, all as though such payment had not been made.

     2.5  Waiver, etc. Each Guarantor hereby waives promptness, diligence,
          ------------
notice of acceptance, and any other notice with respect to any of the
Obligations of Georgia-Pacific or any other Loan Party and this Guaranty and any
requirement that the Agent or any Lender protect, secure, perfect, or insure any
security interest or lien, or any property subject thereto, or exhaust any right
or take any action against Georgia-Pacific, any other Loan Party, or any other
Person (including any other guarantor) or any collateral securing the
Obligations of Georgia-Pacific or any other Loan Party, as the case may be.

     2.6  Subordination. Until such time as the Obligations have been paid and
          -------------
performed in full and the period of time has expired during which any payment
made by Georgia-Pacific, a Guarantor, or any other guarantor of the Obligations
to Agent may be subsequently invalidated, declared to be fraudulent or
preferential, set aside, or required to be repaid by Agent or paid over to a
trustee, receiver, or any other entity, whether under any bankruptcy act or
otherwise (any such payment being hereinafter referred to as a "Preferential
                                                                ------------
Payment"), any claim or other rights which any Guarantor may now have or
-------
hereafter acquire against Georgia-Pacific or such other guarantor that arises
from the existence or performance of any Guarantor's obligations under this
Guaranty or any other agreement (all such claims and rights being hereinafter
referred to as "Guarantor's Conditional Rights"), including, without limitation,
                ------------------------------
any right of subrogation, reimbursement, exoneration, contribution, or
indemnification, any right to participate in any claim or remedy of Agent or
such other guarantor or any collateral which Agent now has or hereafter
acquires, whether or not such claim, remedy or right arises in equity or under
contract, statute, or common law, by any payment made hereunder or otherwise,
including, without limitation, the right to take or receive from Georgia-Pacific
or such other guarantor, directly or indirectly, in cash or other property or by
setoff or in any other manner, payment, or security on account of such claim or
other rights, shall be subordinate to Agent's right to full payment and
performance of the Obligations, and each Guarantor shall not enforce Guarantor's
Conditional Rights until such time as the Obligations have been paid and
performed in full and the period of time has expired during which any payment
made by Georgia-Pacific or a Guarantor to Agent may be determined to be a
Preferential Payment.

     2.7  Successors, Transferees and Assigns; Transfers of Loans, etc. This
          -------------------------------------------------------------
Guaranty shall:

     (a)  be binding upon each Guarantor, and its successors, transferees, and
assigns; and

     (b)  inure to the benefit of and be enforceable by the Agent and each
Lender.

Without limiting the generality of subsection (b), any Lender may assign or
otherwise transfer (in whole or in part) any Loan held by it to any other
Person, and such other Person shall thereupon become vested with all rights and
benefits in respect thereof granted to such Lender under any Loan Document
(including this Guaranty) or otherwise, subject, however, to any contrary
provisions in such assignment or transfer, and to the provisions of Section
                                                                    -------
11.08 and Article 10 of the Credit Agreement.
-----     ----------
<PAGE>

     2.8  Payments Free and Clear of Taxes, etc. Each Guarantor hereby agrees
that:

     (a)  Subject to paragraph (e) below, any and all payments made by each
                     -------------
Guarantor hereunder to or for the account of the Agent or any Lender shall be
made in accordance with Section 3.04 of the Credit Agreement free and clear of,
                        ------------
and without deduction or withholding for, any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding (i) such taxes (including income taxes or franchise
taxes or branch profit taxes) as are imposed on or measured by the Agent's or
such Lender's net income and (ii) such taxes as are imposed by a jurisdiction
other than the United States of America or any political subdivision thereof and
that would not have been imposed but for the existence of a connection between
the Agent or such Lender and the jurisdiction imposing such taxes (other than a
connection arising principally by reason of the Credit Agreement or this
Guaranty) (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings, and liabilities being hereinafter referred to as "Taxes").  If any
                                                                -----
Guarantor shall be required by law to deduct or withhold any Taxes from or in
respect of any sum payable hereunder to the Agent or any Lender:

          (i)   the sum payable shall be increased as may be necessary so that
     after making all required deductions (including deductions applicable to
     additional sums payable under this Section 2.8) the Agent or such Lender
                                        -----------
     receives an amount equal to the sum it would have received had no such
     deductions been made;

          (ii)  such Guarantor shall make such deductions; and

          (iii) such Guarantor shall pay the full amount deducted to the
     relevant taxation authority or other governmental authority in accordance
     with applicable law.

     (b)  Each Guarantor shall pay any present or future stamp or documentary
taxes or any other sales, excise, or property taxes, charges, or similar levies
which arise from any payment made hereunder or from the execution, delivery, or
registration of, or otherwise with respect to, this Guaranty (hereinafter
referred to as "Other Taxes").
                -----------

     (c)  Subject to subsection (e) below, each Guarantor, jointly and
                     --------------
severally, hereby indemnifies and holds harmless the Agent and each Lender for
the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes
imposed by any jurisdiction on amounts payable under this Section 2.8) paid by
                                                          -----------
the Agent or such Lender and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
or Other Taxes were correctly or legally asserted; provided, however, that the
                                                   --------  -------
Agent and each Lender agree to contest in good faith any Taxes or Other Taxes
that the Agent or such Lender, in its sole discretion, believes have been
incorrectly asserted.  A certificate as to the amount demanded by the Agent or
any Lender, or the Agent on behalf of any Lender, absent manifest error, shall
be binding and conclusive.

     (d)  Within 30 days after the date of any payment of Taxes or Other
Taxes, each Guarantor shall furnish to the Agent the original or a certified
copy of a receipt evidencing payment thereof or other evidence of payment
reasonably satisfactory to the Agent.
<PAGE>

     (e)  Each Lender shall, promptly upon the request of any Guarantor to
that effect, deliver to the Agent and such Guarantor such accurate and complete
forms or similar documentation as may be required from time to time by any
applicable law, treaty, rule or regulation in order to establish (if
appropriate) such Lender's tax status for withholding purposes or may otherwise
be appropriate to eliminate or minimize any Taxes on payments under this
Guaranty.  The provisions of Sections 3.04(f), (g), (h), and (i) of the Credit
                              -------------------------      ---
Agreement are hereby incorporated by reference into this Guaranty as if fully
stated herein, except that each reference to the "Company" contained therein
                                                  -------
shall be deemed to be a reference to the "Guarantors" for purposes of this
                                          ----------
Guaranty.

     (f)  Without prejudice to the survival of any other agreement of each
Guarantor hereunder, the agreements and obligations of each Guarantor contained
in this Section 2.8 shall survive the payment in full of the principal of and
        -----------
interest on the Loans.

                                   ARTICLE 3
                        REPRESENTATIONS AND WARRANTIES
                         ------------------------------

     3.1  Representations and Warranties.
          ------------------------------

     As of the date hereof (in the case of Guarantors initially executing this
Guaranty) and as of the date of execution and delivery of a Supplement hereto
(in the case of Guarantors becoming a party hereto hereafter), each Guarantor
hereby makes each of the representations and warranties made by Georgia-Pacific
in the Credit Agreement, to the extent that any such representation or warranty
made by Georgia-Pacific in the Credit Agreement shall be applicable to such
Guarantor, its Subsidiaries, or any of its or their properties.

                                   ARTICLE 4
                                COVENANTS, ETC.
                                ---------------

     4.1  Affirmative Covenants. Each Guarantor covenants and agrees that, so
          ---------------------
long as any portion of the Obligations shall remain unpaid or any Lender shall
have any outstanding Commitment, such Guarantor will, unless the Required
Lenders shall otherwise consent in writing, duly keep, perform, and observe for
the benefit of the Agent and the Lenders each and every covenant set forth in
Article 7 of the Credit Agreement to the extent that any such covenant shall be
---------
applicable to such Guarantor, any of its Subsidiaries, or any of its or their
properties (all of which covenants, together with related definitions and
ancillary provisions, are hereby incorporated herein by reference as if such
terms were set forth herein in full), without regard to any termination of the
Credit Agreement.

     4.2  Negative Covenants. Each Guarantor covenants and agrees that, so long
          ------------------
as any portion of the Obligations shall remain unpaid or any Lender shall have
any outstanding Commitment, such Guarantor will, unless the Required Lenders
shall otherwise consent in writing, duly keep, perform, and observe for the
benefit of the Agent and the Lenders each and every covenant set forth in
Article 8 of the Credit Agreement to the extent that any such covenant shall be
---------
applicable to such Guarantor, any of its Subsidiaries, or any of its or their
properties (all of which covenants, together with related definitions and
ancillary provisions, are
<PAGE>

hereby incorporated herein by reference as if such terms were set forth herein
in full), without regard to any termination of the Credit Agreement.

                                   ARTICLE 5
                           MISCELLANEOUS PROVISIONS
                           ------------------------

     5.1  Loan Document. This Guaranty is a Loan Document executed pursuant to
          -------------
the Credit Agreement and shall (unless otherwise expressly indicated herein) be
construed, administered and applied in accordance with the terms and provisions
thereof, including, without limitation, Article 11 of the Credit Agreement.
                                        ----------

     5.2  Binding on Successors, Transferees and Assigns; Assignment. In
          ----------------------------------------------------------
addition to, and not in limitation of, Section 2.7, this Guaranty shall be
                                       -----------
binding upon each Guarantor and its successors, transferees, and assigns and
shall inure to the benefit of and be enforceable by the Agent, each Lender, and
their respective successors, transferees, and assigns (to the full extent
provided pursuant to Section 2.7); provided, however, that no Guarantor may
                     -----------   --------  -------
assign any of its obligations hereunder.

     5.3  Amendment, etc. No amendment to or waiver of any provision of this
          --------------
Guaranty, nor consent to any departure by any Guarantor herefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Guarantors, the Agent and consented to by the Required Lenders (or, as provided
in Section 11.02(a) of the Credit Agreement, all Lenders), and then such waiver
   ----------------
or consent shall be effective only in the specific instance and for the specific
purpose for which given.

     5.4  Addresses for Notices to each Guarantor. All notices and other
          ---------------------------------------
communications hereunder to any Guarantor shall be in writing (including by
facsimile) and mailed by overnight delivery, transmitted by facsimile, or
delivered to it, addressed to it at the address set forth below its signature
hereto or at such other address as shall be designated by such Guarantor in a
written notice to the Agent at the address specified in the Credit Agreement
complying as to delivery with the terms of this Section 5.4. All such notices
                                                -----------
and other communications shall be effective, if transmitted by facsimile when
transmitted or, if mailed by overnight delivery or delivered, upon delivery,
addressed as aforesaid

     5.5  No Waiver; Remedies. In addition to, and not in limitation of,
          -------------------
Sections 2.3 and 2.5, no failure on the part of the Agent or any Lender to
------------     ---
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

     5.6  Section Captions. Section captions used in this Guaranty are for
          ----------------
convenience of reference only, and shall not affect the construction of this
Guaranty.

     5.7  Setoff. In addition to, and not limitation of, any rights of the Agent
          ------
or any Lender under applicable law, the Agent and each Lender shall, upon the
occurrence and during the continuance of any Event of Default, have the right to
appropriate and apply to the payment of
<PAGE>

the obligations of each Guarantor owing to it hereunder, whether or not then
due, any and all balances, credits, deposits, accounts or moneys of such
Guarantor then or thereafter maintained with the Agent or such Lender; provided,
                                                                       --------
however, that any such appropriation and application shall be subject to the
-------
provisions of Section 3.05 of the Credit Agreement. Each Lender agrees promptly
              ------------
to notify the relevant Guarantor after any such setoff and application made by
such party; provided, however, that the failure to give such notice shall not
            --------  -------
affect the validity of such setoff and application. The rights of the Agent and
each Lender under this Section 5.7 are in addition to any other right or remedy
                       -----------
(including any other right of set off) which the Agent or such Lender may have.

     5.8  Severability. Wherever possible each provision of this Guaranty shall
          ------------
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Guaranty shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Guaranty.

     5.9  Governing Law, etc. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED
          ------------------
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. THIS GUARANTY AND THE OTHER
LOAN DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE
PARTIES TO THE LOAN DOCUMENTS WITH RESPECT TO THE SUBJECT MATTER THEREOF AND
SUPERSEDE ALL PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO, EXCEPT
FOR THE FEE LETTER AND ANY PRIOR ARRANGEMENT MADE WITH RESPECT TO THE PAYMENT BY
ANY LENDER OF (OR ANY INDEMNIFICATION FOR) ANY FEES, COSTS OR EXPENSES PAYABLE
TO OR INCURRED (OR TO BE INCURRED) BY OR ON BEHALF OF THE AGENT OR ANY LENDER.

     5.01 Waiver of Jury Trial. EACH GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY,
          --------------------
AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY EAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS GUARANTY. EACH GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL
AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THE CREDIT AGREEMENT.

     IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.


                                      UNISOURCE WORLDWIDE, INC.
<PAGE>

                                      By:_______________________________________

                                      Title:


                                      Address:   c/o Georgia-Pacific Corporation
                                                 133 Peachtree Street, N.E.
                                                 Atlanta, Georgia 30348-5605


                                      Attn:      Treasurer's Department

                                      Facsimile: 404-230-5598



                                      GREAT NORTHERN NEKOOSA CORPORATION



                                      By: ______________________________________

                                      Title:


                                      Address:   c/o Georgia-Pacific Corporation
                                                 133 Peachtree Street, N.E.
                                                 Atlanta, Georgia 30348-5605


                                      Attn:      Treasurer's Department

                                      Facsimile: 404-230-5598



                                      BRUNSWICK PULP & PAPER COMPANY
<PAGE>

                                      By: ______________________________________

                                      Title:


                                      Address:   c/o Georgia-Pacific Corporation
                                                 133 Peachtree Street, N.E.
                                                 Atlanta, Georgia 30348-5605


                                      Attn:      Treasurer's Department

                                      Facsimile: 404-230-5598



                                      GEORGIA-PACIFIC WEST, INC.



                                      By: ______________________________________

                                      Title:


                                      Address:   c/o Georgia-Pacific Corporation
                                                 133 Peachtree Street, N.E.
                                                 Atlanta, Georgia 30348-5605


                                      Attn:      Treasurer's Department

                                      Facsimile: 404-230-5598
<PAGE>

                                      G-P GYPSUM CORPORATION



                                      By: ______________________________________

                                      Title:


                                      Address:   c/o Georgia-Pacific Corporation
                                                 133 Peachtree Street, N.E.
                                                 Atlanta, Georgia 30348-5605


                                      Attn:      Treasurer's Department

                                      Facsimile: 404-230-5598



                                      LEAF RIVER FOREST PRODUCTS, INC.



                                      By: ______________________________________

                                      Title:


                                      Address:   c/o Georgia-Pacific Corporation
                                                 133 Peachtree Street, N.E.
                                                 Atlanta, Georgia 30348-5605


                                      Attn:      Treasurer's Department

                                      Facsimile: 404-230-5598
<PAGE>

                                      NEKOOSA PACKAGING CORPORATION



                                      By: ______________________________________

                                      Title:


                                      Address:   c/o Georgia-Pacific Corporation
                                                 133 Peachtree Street, N.E.
                                                 Atlanta, Georgia 30348-5605


                                      Attn:      Treasurer's Department

                                      Facsimile: 404-230-5598



                                      NEKOOSA PAPERS INC.



                                      By: ______________________________________

                                      Title:


                                      Address:   c/o Georgia-Pacific Corporation
                                                 133 Peachtree Street, N.E.
                                                 Atlanta, Georgia 30348-5605


                                      Attn:      Treasurer's Department

                                      Facsimile: 404-230-5598
<PAGE>

                                      FENRES ACQUISITION CORP.



                                      By: ______________________________________

                                      Title:


                                      Address:   c/o Georgia-Pacific Corporation
                                                 133 Peachtree Street, N.E.
                                                 Atlanta, Georgia 30348-5605


                                      Attn:      Treasurer's Department

                                      Facsimile: 404-230-5598
<PAGE>

                                                                 Exhibit 6.01(d)

                                              to Capital Markets Bridge Facility


                                FORM OF OPINION


                              November ___, 2000


To each of the Lenders

 party to the Credit Agreement

 hereinafter referred to and

 to Bank of America, N.A., as Agent


     Re:  Georgia-Pacific Corporation Credit Agreement (Capital Markets Bridge

          Facility) dated as of November 3, 2000


Ladies and Gentlemen:

     This opinion is being delivered to you pursuant to Section 6.01(d) of the
Credit Agreement (Capital Markets Bridge Facility), dated as of November 3, 2000
(the "Credit Agreement"), among GEORGIA-PACIFIC CORPORATION, a Georgia
      ----------------
corporation, as borrower (the "Company"), the Lenders party thereto
                               -------
(collectively, the "Lenders"), BANK OF AMERICA, N.A., as administrative agent
                    -------
(in such capacity, the "Agent") for the Lenders thereunder and MERRILL LYNCH
                        -----
CAPITAL CORPORATION and MORGAN STANLEY SENIOR FUNDING, INC., as Co-Syndication
Agents.  Unless otherwise defined herein, capitalized terms used herein shall
have the meanings assigned to such terms in the Credit Agreement.

     I am Vice President, Deputy General Counsel and Secretary of the Company
and, as such, I have acted as counsel to (a) the Company and (b) each Principal
Subsidiary (the Principal Subsidiaries together with the Company being called
herein, collectively, the "Loan Parties" and, individually, a "Loan Party") in
                           ------------                        ----------
connection with the negotiation, execution, and delivery of the Credit Agreement
and the Subsidiary Guaranty.

     In so acting as such counsel, I have examined, or caused to be examined,
the following:
<PAGE>

          (a)  the promissory notes delivered at the Closing;

          (b)  the Credit Agreement;

          (c)  the Subsidiary Guaranty (Capital Markets Bridge Facility) (the
               "Subsidiary Guaranty"); and

          (d)  the Contribution Agreement (Capital Markets Bridge Facility)
               (collectively, the "Loan Documents").
                                   --------------

     I also have examined, or caused to be examined, originals or copies of
originals, certified or otherwise identified to my satisfaction, of such
corporate records, agreements, documents, instruments, certificates, and other
statements of public and governmental officials and corporate officers and other
representatives of the Loan Parties and have made such inquiries of such
corporate officers and other representatives, as I have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.

     For purposes of the examination of the documents referred to above, I have
assumed the genuineness of all signatures (except those on behalf of the Loan
Parties), the authenticity of all documents submitted to me as originals, and
the conformity to originals of all documents submitted to me as certified or
photostatic copies, which facts I have not independently verified. As to all
questions of fact material to this opinion which have not been independently
verified by me, I have relied upon the representations and warranties of the
Loan Parties contained in the Loan Documents and other documents and
certificates related to these transactions.

     I have assumed the due execution and delivery, pursuant to due
authorization, of each of the Loan Documents by all of the parties thereto,
other than any Loan Party, and that the Loan Documents are enforceable against
such other parties in accordance with their respective terms.

     I have assumed further that the Lenders and the Agent will act in good
faith and will seek to enforce their rights and remedies under the Loan
Documents in a commercially reasonable manner.

     Based upon the foregoing and subject to the qualifications set forth
herein, I am of the opinion that:

     1.   Each of the Loan Parties:

          (a)  is a corporation validly existing and in good standing under the
     laws of the jurisdiction of its incorporation;

          (b)  is duly qualified as a foreign corporation and in good standing
     under the laws of each jurisdiction in which the character of the
     properties owned or held under lease by it or the nature of the business
     transacted by it requires such qualification except where the failure to be
     so qualified is not likely to have a Material Adverse Effect; and
<PAGE>

          (c)  has all requisite corporate power and authority to own, pledge,
     mortgage, hold under lease, and operate its properties and to conduct its
     business as now or currently proposed to be conducted.

     2.   The execution, delivery, and performance by each Loan Party of the
Loan Documents to which such Loan Party is a party:

          (a)  are within the respective corporate powers of such Loan Party;

          (b)  have been, or prior to such execution will have been, duly
     authorized by all necessary corporate action, including the consent of its
     shareholders where required; and

          (c)  do not:

               (i)    contravene the articles or certificate of incorporation or
          bylaws of such Loan Party;

               (ii)   to the best of my knowledge after due inquiry, violate any
          existing law or regulation of the United States, of the States of
          Georgia, New York, or the general corporation law of the State of
          Delaware which, to my knowledge, is applicable, or any order, decree,
          or other determination of an arbitrator or a court or other
          governmental agency applicable to or binding upon any Loan Party or
          any of its property or to which such Loan Party or any of its property
          is subject;

               (iii)  to the best of my knowledge after due inquiry, conflict
          with or result in the breach of, or constitute a default under, any
          Contractual Obligation of such Loan Party, except for such conflicts,
          breaches, or defaults which are not likely to have a Material Adverse
          Effect;

               (iv)   to the best of my knowledge after due inquiry, result in
          the creation or imposition of any Lien upon any of the property of
          such Loan Party, other than if the Obligations or certain other
          Indebtedness of the Company is to be secured by certain Liens, for
          Permitted Liens required to be created pursuant to Section 8.01 of the
                                                             ------------
          Credit Agreement; or

               (v)    to the best of my knowledge after due inquiry, require, as
          of the date hereof, the consent of, authorization by, approval of or
          notice to, or prior filing or registration with, any United States,
          Georgia, or New York governmental agency.

     3.   The Loan Documents to which any Loan Party is a party have been duly
executed and delivered by such Loan Party.  The Loan Documents are the legal,
valid, and binding obligations of each Loan Party which is a party thereto,
enforceable against each such Loan Party in accordance with their respective
terms.

     4.   To the best of my knowledge after due inquiry, there are no pending or
overtly threatened actions or proceedings affecting the Company, any Principal
Subsidiary or any
<PAGE>

Restricted Subsidiary before any court or other Governmental Authority or any
arbitrator that is likely to have a Material Adverse Effect.

     5.   To the best of my knowledge after due inquiry, the Company has no
Subsidiaries other than the Subsidiaries of the Company listed in Schedule 5.07
                                                                  -------------
to the Credit Agreement.

     6.   The making of the Loans by the Lenders and the use of the proceeds by
the Company does not violate Regulation T, U, or X of the Federal Reserve Board.

     The foregoing opinions are subject to the following qualifications:

          (a)  My opinion as to enforceability is subject to the effect of any
     applicable bankruptcy, insolvency, reorganization, moratorium, or similar
     law affecting creditors' rights generally.

          (b)  My opinion as to enforceability is also subject to the effect of
     general principles of equity, including concepts of materiality,
     reasonableness, good faith, and fair dealing (regardless of whether
     considered in a proceeding in equity or at law).  Pursuant to such
     equitable principles, Section 2.3 of the Subsidiary Guaranty (Capital
                           -----------
     Markets Bridge Facility), which provides that the liability of the
     Principal Subsidiaries or Parent thereunder shall not be affected by
     changes in or amendments to the agreements and documents referred to in
     such Section, might be enforceable only to the extent that such changes or
     amendments were not so material as to constitute a new contract among the
     parties.

          (c)  My opinion as to enforceability is also subject to the effect of
     limitations on enforceability of rights to indemnification or contribution
     under the Loan Documents by federal or state securities laws or regulations
     or public policy relative thereto.

          (d)  My opinion as to enforceability is also subject to the
     qualifications that certain provisions of the Loan Documents are or may be
     unenforceable in whole or in part under the laws of the State of New York,
     but the inclusion of such provisions does not affect the validity of any of
     the Loan Documents, and each of the Loan Documents contains adequate
     provisions for enforcing payment of the obligations of the Loan Parties (to
     the extent that any Loan Party is a party thereto) thereunder and for the
     practical realization of the rights and benefits afforded thereby, except
     for the economic consequences resulting from any delay imposed by, or any
     procedure required by, applicable New York laws, rules, regulations and
     court decisions and by constitutional requirements in and out of the State
     of New York.

          (e)  I express no opinion as to the enforceability of the provisions
     of the last sentence of Section 11.08(d) of the Credit Agreement (insofar
                             ----------------
     as it pertains to Section 11.06 of the Credit Agreement), as to the proviso
                       -------------
     in Section 2.1 of the Subsidiary Guaranty (Capital Markets Bridge
        -----------
     Facility), as to the proviso in the first sentence of Section 5.7 of the
                                                           -----------
     Subsidiary Guaranty (Capital Markets Bridge Facility).

          (f)  I express no opinion as to the enforceability of any provision in
     the Loan Documents purporting to preserve and maintain the liability of any
     party thereto despite
<PAGE>

     the fact that the guaranteed debt is unenforceable due to illegality or the
     fact that the Lenders had voluntarily released the primary obligor's
     liability on the guaranteed debt.

          (g)  I express no opinion as to the applicability (and, if applicable,
     the effect) of Section 548 of the Bankruptcy Code, or any comparable
     provisions of state or foreign law, to, or on, the Loan Documents.

          (h)  I express no opinion as to those provisions of the Loan Documents
     purporting to waive the right to a jury trial.

     My opinions relate only to the laws of the States of New York and Georgia,
the general corporation laws of the State of Delaware, and the Federal laws of
the United States; and I do not express any opinion with respect to the laws of
any other jurisdiction.  This opinion letter is furnished to you by me as
counsel to the Loan Parties and is solely for your benefit and for the benefit
of each Lender and each Assignee, and may not be quoted or relied upon by any
other Person without my prior written consent.

     I am a member of the bar of the States of New Jersey and New York and do
not hold myself out to be an expert on the laws of any other State, including
the States of Wisconsin, Maine, Oregon and Virginia. In rendering the foregoing
opinion, I have relied as to matters of Georgia law, insofar as such law affects
the opinions expressed above, upon an opinion of even date herewith addressed to
me by an attorney in the Law Department of the Company licensed to practice law
in the State of Georgia, which opinion contains no qualifications or assumptions
(other than those which limit such opinions solely to matters of Georgia law)
not contained in this opinion.  The opinion from the attorney in the Law
Department of the Company is satisfactory in form and scope to me and I believe
that I am justified in relying on such opinion as to the matters covered
thereby.

     In rendering the foregoing opinion, I have relied as to matters of
Wisconsin law, insofar as such law affects the opinions expressed above, upon an
opinion of even date herewith addressed to me by [DeWitt, Ross & Stevens,
Madison, Wisconsin], which opinion contains no qualifications or assumptions
(other than those which limit such opinions solely to matters of Wisconsin law)
not contained in this opinion. The opinion from [DeWitt, Ross & Stevens] is
satisfactory in form and scope to me and I believe that I am justified in
relying on such opinion as to the matters covered thereby.

     In rendering the foregoing opinion, I have relied as to matters of Maine
law, insofar as such law affects the opinions expressed above, upon an opinion
of even date herewith addressed to me by [Pierce, Atwood, Scribner, Allen, Smith
& Lancaster, Portland, Maine], which opinion contains no qualifications or
assumptions (other than those which limit such opinions solely to matters of
Maine law) not contained in this opinion.  The opinion from [Pierce, Atwood,
Scribner, Allen, Smith & Lancaster] is satisfactory in form and scope to me and
I believe that I am justified in relying on such opinion as to the matters
covered thereby.

     In rendering the foregoing opinion, I have relied as to matters of Oregon
law, insofar as such law affect the opinions expressed above, upon an opinion of
even date herewith addressed to me by [Lane Powell Spears & Lubersky LLP,
Portland, Oregon] which opinion contains no
<PAGE>

qualifications or assumptions (other than those which limit such opinions solely
to matters of Oregon law) not contained in this opinion. The opinion from [Lane
Powell Spears & Lubersky LLP] is satisfactory in form and scope to me and I
believe that I am justified in relying on such opinion as to the matters covered
thereby.

     In rendering the foregoing opinion, I have relied as to matters of Virginia
law, insofar as such law affects the opinions expressed above, upon an opinion
of even date herewith addressed to me by [McGuire, Woods, Battle & Boothe,
L.L.P., Richmond, Virginia], which opinion contains no qualifications or
assumptions (other than those which limit such opinions solely to matters of
Virginia law) not contained in this opinion.  The opinion from [McGuire, Woods,
Battle & Boothe, L.L.P.],  is satisfactory in form and scope to me and I believe
that I am justified in relying on such opinion as to the matters covered
thereby.

                                        Very truly yours,


                                        Kenneth F. Khoury
                                        Vice President, Deputy General Counsel
                                         and Secretary
<PAGE>

                                                                 Exhibit 6.01(e)

                                              to Capital Markets Bridge Facility


       FORM OF CONTRIBUTION AGREEMENT (Capital Markets Bridge Facility)

                            CONTRIBUTION AGREEMENT

                       (Capital Markets Bridge Facility)

     This Contribution Agreement ("Agreement") is entered into as of _______,
2000 by and among GEORGIA-PACIFIC CORPORATION, a Georgia corporation (the
"Parent"), UNISOURCE WORLDWIDE, INC., a Delaware corporation, GREAT NORTHERN
 ------
NEKOOSA CORPORATION, a Maine corporation; BRUNSWICK PULP & PAPER COMPANY, a
Delaware corporation; GEORGIA-PACIFIC WEST, INC., an Oregon corporation; G-P
GYPSUM CORPORATION, a Delaware corporation; LEAF RIVER FOREST PRODUCTS, INC., a
Delaware corporation; NEKOOSA PACKAGING CORPORATION, a Delaware corporation,
NEKOOSA PAPERS INC., a Wisconsin corporation, FENRES ACQUISITION CORP., a
Virginia corporation and such other Persons that may hereafter become a party
hereto pursuant to Section 3.1 (collectively, excluding the Parent, the
                   -----------
"Contributing Subsidiaries").
 -------------------------

                                   Recitals

     A.   Parent, certain financial institutions which are or may become parties
thereto (the "Lenders"), Bank of America, N.A., as administrative agent for the
              -------
Lenders (in such capacity, the "Agent"), and Merrill Lynch Capital Corporation
and Morgan Stanley Senior Funding Inc., as Co-Syndication Agents have entered
into a Credit Agreement (Capital Markets Bridge Facility), dated as of November
3, 2000 (together with all amendments from time to time made thereto, the
"Credit Agreement").  Pursuant to the Credit Agreement, the Lenders have agreed
-----------------
to provide credit facilities to the Parent in the aggregate amount of up to
$2,500,000,000.

     B.   Each of the Principal Subsidiaries (as defined in the Credit
Agreement) is a direct or indirect beneficiary of the credit facilities provided
pursuant to the Credit Agreement, and each Person hereafter becoming a Principal
Subsidiary will be a direct or indirect beneficiary of the credit facilities
provided pursuant to the Credit Agreement. Accordingly, each Principal
Subsidiary (as defined in the Credit Agreement) has entered into, and each
Person becoming such a Principal Subsidiary hereafter is obligated to enter
into, the Subsidiary Guaranty (Capital Markets Bridge Facility) of even date
herewith (the "Subsidiary Guaranty (Capital Markets Bridge Facility)").
               -----------------------------------------------------

     C.   Because of the joint and several nature of the Subsidiary Guaranty
(Capital Markets Bridge Facility) and the transactions contemplated by the
Credit Agreement, any of the Principal Subsidiaries may be called upon or
required to pay an amount in respect of such obligations which is greater than
the benefit actually received by such Contributing Subsidiary as the result of
the apportionment and distribution of the loan proceeds among the group of
<PAGE>

Contributing Subsidiaries, and so the Parent desires to provide for rights of
reimbursement and contribution among the Parent on behalf of itself and its
Principal Subsidiaries in such event.

     NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises of the parties hereto, the parties hereto hereby agree as follows:


                                   ARTICLE I
                                   ---------
                        REIMBURSEMENT AND CONTRIBUTION
                        ------------------------------

     1.1  Reimbursement and Contribution.
          ------------------------------

     The Parent hereby agrees that, if a Contributing Subsidiary shall be called
upon and required to pay amounts (or suffer the loss of its collateral pledged
to secure amounts) in respect of the joint and several obligations of the
Principal Subsidiaries under the Subsidiary Guaranty (Capital Markets Bridge
Facility) which exceed the aggregate benefit actually received by such
Contributing Subsidiary (the "Paying Subsidiary") as the result of apportionment
and distribution of the proceeds of the Credit Agreement, then such Paying
Subsidiary shall be entitled to contribution and reimbursement from the Parent
and the other Principal Subsidiaries, and the Parent shall pay and contribute,
or shall cause one or more of the other Principal Subsidiaries to pay and
contribute, to such Paying Subsidiary and reimburse it for an amount equal to
the amount by which the amount such Paying Subsidiary is actually called upon to
pay exceeds the aggregate benefit actually received by such Paying Subsidiary as
the result of the apportionment and distribution of the proceeds of the Credit
Agreement.


                                  ARTICLE II
                                  ----------
                        REPRESENTATIONS AND WARRANTIES
                        ------------------------------

     2.1  Representations and Warranties.
          ------------------------------

     As of the date hereof (in the case of Contributing Subsidiaries initially
executing this Agreement) and as of the date of execution and delivery hereof
(in the case of Contributing Signatories becoming a party hereto pursuant to
Section 3.1), each Contributing Subsidiary hereby makes each of the
representations and warranties made by the Parent and, in the case of Principal
Subsidiaries as defined in the Credit Agreement, to the extent that any such
representation or warranty made by the Parent in the Credit Agreement shall be
applicable to such Contributing Subsidiary, its Subsidiaries, or any of its or
their properties.


                                  ARTICLE III
                                  -----------
                            ADDITIONAL SIGNATORIES
                            ----------------------

     3.1  Additional Signatories.
          ----------------------

     As required by the terms of the Credit Agreement, Principal Subsidiaries as
defined in the Credit Agreement may from time to time hereafter become parties
hereto by executing and delivering to the Agent a Supplement hereto in the form
set forth as Exhibit 7.13(a) to the Credit Agreement.
<PAGE>

                                  ARTICLE IV
                                  ----------
                           MISCELLANEOUS PROVISIONS
                           ------------------------

     4.1  Loan Document. This Agreement is a Loan Document for purposes of the
          -------------
Credit Agreement and shall (unless otherwise expressly indicated herein) be
construed, administered, and applied in accordance with the terms and provisions
thereof, including, without limitation, Article 11 of the Credit Agreement.
                                        ----------

     4.2  Binding on Successors, Transferees, and Assigns; Assignment. This
          -----------------------------------------------------------
Agreement shall be binding upon the Parent, each Contributing Subsidiary and
their respective successors, transferees, and assigns and shall inure to the
benefit of and be enforceable by the Parent, each Contributing Subsidiary, the
Agent, each Lender, and their respective successors, transferees, and assigns;
provided, however, that neither the Parent nor any Contributing Subsidiary may
--------  -------
assign any of its obligations hereunder.

     4.3  Amendment, etc. No amendment to or waiver of any provision of this
          --------------
Agreement, nor consent to any departure by the Parent or any Contributing
Subsidiary herefrom, shall in any event be effective unless the same shall be in
writing and signed by the Agent, and authorized by the Required Lenders as
defined in each Credit Agreement, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

     4.4  No Waiver; Remedies. No failure on the part of the Agent or any Lender
          -------------------
to exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

     4.5  Section Captions.  Section captions used in this Agreement are for
          ----------------
convenience of reference only, and shall not affect the construction of this
Agreement.

     4.6  Severability. Wherever possible each provision of this Agreement shall
          ------------
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

     4.7  Governing Law, etc.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
          ------------------
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE
PARTIES TO THE LOAN DOCUMENTS WITH RESPECT TO THE SUBJECT MATTER THEREOF AND
SUPERSEDE ALL PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO, EXCEPT
FOR THE FEE LETTER AND ANY PRIOR ARRANGEMENT MADE WITH RESPECT TO THE PAYMENT BY
ANY LENDER OF (OR ANY INDEMNIFICATION FOR) ANY FEES, COSTS, OR EXPENSES PAYABLE
TO OR
<PAGE>

INCURRED (OR TO BE INCURRED) BY OR ON BEHALF OF THE AGENT OR ANY LENDER.

     4.8  Waiver of Jury Trial.  EACH CONTRIBUTING SUBSIDIARY HEREBY KNOWINGLY,
          --------------------
VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY EAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT. EACH CONTRIBUTING SUBSIDIARY ACKNOWLEDGES AND
AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION
AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO
THE CREDIT AGREEMENT.

                  [SIGNATURES APPEAR ON THE FOLLOWING PAGES]
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date set forth above.

                                   GEORGIA-PACIFIC CORPORATION


                                   By: ____________________________________
                                        Title:


                                   Address:   Georgia-Pacific Corporation
                                              133 Peachtree Street, N.E.
                                              Atlanta, Georgia 30348-5605



                                   Attn:      Treasurer's Department

                                   Facsimile: 404-230-5598



                                   UNISOURCE WORLDWIDE, INC.




                                   By: ____________________________________

                                   Title:


                                   Address:   c/o Georgia-Pacific Corporation
                                              133 Peachtree Street, N.E.
                                              Atlanta, Georgia 30348-5605



                                   Attn:      Treasurer's Department

                                   Facsimile: 404-230-5598
<PAGE>

                                   GREAT NORTHERN NEKOOSA CORPORATION




                                   By: ____________________________________

                                   Title:


                                   Address:   c/o Georgia-Pacific Corporation
                                              133 Peachtree Street, N.E.
                                              Atlanta, Georgia 30348-5605



                                   Attn:      Treasurer's Department

                                   Facsimile: 404-230-5598





                                   BRUNSWICK PULP & PAPER COMPANY




                                   By: ____________________________________

                                   Title:


                                   Address:   c/o Georgia-Pacific Corporation
                                              133 Peachtree Street, N.E.
                                              Atlanta, Georgia 30348-5605



                                   Attn:      Treasurer's Department

                                   Facsimile: 404-230-5598
<PAGE>

                                   GEORGIA-PACIFIC WEST, INC.




                                   By: ____________________________________

                                   Title:


                                   Address:   c/o Georgia-Pacific Corporation
                                              133 Peachtree Street, N.E.
                                              Atlanta, Georgia 30348-5605



                                   Attn:      Treasurer's Department

                                   Facsimile: 404-230-5598





                                   G-P GYPSUM CORPORATION




                                   By: ____________________________________

                                   Title:


                                   Address:   c/o Georgia-Pacific Corporation
                                              133 Peachtree Street, N.E.
                                              Atlanta, Georgia 30348-5605



                                   Attn:      Treasurer's Department
<PAGE>

                                   Facsimile: 404-230-5598





                                   LEAF RIVER FOREST PRODUCTS, INC.




                                   By: ____________________________________

                                   Title:


                                   Address:   c/o Georgia-Pacific Corporation
                                              133 Peachtree Street, N.E.
                                              Atlanta, Georgia 30348-5605



                                   Attn:      Treasurer's Department

                                   Facsimile: 404-230-5598





                                   NEKOOSA PACKAGING CORPORATION




                                   By: ____________________________________

                                   Title:


                                   Address:   c/o Georgia-Pacific Corporation
                                              133 Peachtree Street, N.E.
                                              Atlanta, Georgia 30348-5605
<PAGE>

                                   Attn:      Treasurer's Department

                                   Facsimile: 404-230-5598





                                   NEKOOSA PAPERS INC.




                                   By: ____________________________________

                                   Title:


                                   Address:   c/o Georgia-Pacific Corporation
                                              133 Peachtree Street, N.E.
                                              Atlanta, Georgia 30348-5605



                                   Attn:      Treasurer's Department

                                   Facsimile: 404-230-5598





                                   FENRES ACQUISITION CORP.




                                   By: ____________________________________

                                   Title:


                                   Address:   c/o Georgia-Pacific Corporation
                                              133 Peachtree Street, N.E.
                                              Atlanta, Georgia 30348-5605
<PAGE>

                                   Attn:      Treasurer's Department

                                   Facsimile: 404-230-5598
<PAGE>

                                                                 Exhibit 6.02(d)

                                              to Capital Markets Bridge Facility

                     FORM OF OFFICER'S CLOSING CERTIFICATE


                                           __________, ___


To each of the Lenders party
to the Credit Agreement
hereinafter referred to and to
Bank of America, N.A., as Agent


          Re:  Georgia-Pacific Corporation Credit Agreement

               dated as of November 3, 2000


     This Certificate is delivered to you pursuant to Section 6.02(d) of the
                                                      ---------------
Credit Agreement (Capital Markets Bridge Facility), dated as of November 3, 2000
(together with all amendments, if any, from time to time made thereto, the
"Credit Agreement"), among GEORGIA-PACIFIC CORPORATION, a Georgia corporation
 ----------------
(the "Company"), the Lenders party thereto, BANK OF AMERICA, N.A., as
      -------
administrative agent (the "Agent"), and the Co-Syndication Agents, Book Managers
                           -----
and Lead Arrangers party thereto.  Unless otherwise defined herein or the
context otherwise requires, terms used herein have the meanings provided in the
Credit Agreement.

     The undersigned hereby certifies to each Lender and the Agent as follows:

     1.   I hold, and at all pertinent times mentioned herein have held, the
position listed below my name below.  I have read and am familiar with the
Credit Agreement and the other Loan Documents, and I am familiar with the
transactions contemplated thereunder.  I am authorized to execute and deliver
this Certificate on behalf of the Company.

     2.   The conditions precedent to the initial Borrowing contained in Section
                                                                         -------
6.01 and 6.02 of the Credit Agreement have been and remain satisfied in full as
-------------
of the date hereof.

     3.   The representations and warranties contained in Article 5 of the
                                                          ---------
Credit Agreement are correct.

     4.   I understand that you are relying on this Certificate in connection
with the extensions of credit being made to or for the account of the Company
Pursuant to the Credit Agreement.
<PAGE>

     IN WITNESS WHEREOF, the undersigned, on behalf of the Company, has caused
this Certificate to be executed this ___________, ___.




                                             GEORGIA-PACIFIC CORPORATION


                                             By:______________________________

                                             Title:___________________________



                                       2
<PAGE>

                                                                 Exhibit 7.09(c)

                                              to Capital Markets Bridge Facility

                        FORM OF COMPLIANCE CERTIFICATE

                                  [  Date  ]



Bank of America, N.A., as Agent
Paper & Forest Products #9973
555 California Street -- 12th Floor
San Francisco, CA  94104
Attention:  M.J. Balok, Managing Director


          Re:  Georgia-Pacific Corporation Credit Agreement

               dated as of November 3, 2000


Ladies and Gentlemen:


     This Compliance Certificate is delivered to you pursuant to Section 7.09(c)
                                                                 ---------------
of the Credit Agreement (Capital Markets Bridge Facility), dated as of November
3, 2000 (together with all amendments, if any, from time to time made thereto,
the "Credit Agreement"), among GEORGIA-PACIFIC CORPORATION, a Georgia
     ----------------
corporation (the "Company"), the Lenders party thereto, BANK OF AMERICA, N.A.,
                  -------
as administrative agent (the "Agent"), and the Co-Syndication Agents, Book
                              -----
Managers and Lead Arrangers party thereto.  Unless otherwise defined herein or
the context otherwise requires, terms used herein have the meanings provided in
the Credit Agreement.

     The Company hereby certifies and warrants that, as of the dates set forth
below:

          (a)  on _____________, ____1 (the "Computation Date"), the Leverage
                                             ----------------
     Ratio (as defined in Attachment A hereto) for the Company and its
                          ------------
     consolidated Subsidiaries was _____ to 1.0, as computed on Attachment A
                                                                ------------
     hereto;

_________________
     /1/ The last day of the most recently ended fiscal quarter of the Company.
<PAGE>

          (b)  on _____________, ____ (the "Computation Date"), the Net Worth
                                            ----------------
     (as defined in Attachment A hereto) for the Company and its consolidated
                    ------------
     Subsidiaries was $________, as computed on Attachment A hereto;
                                                ------------

          (c)  as of each of the Computation Date and the date hereof, no
     Default or Event of Default has occurred and is continuing; and

          (d)  as of the date hereof, there are no pending or, to the knowledge
     of the Company, threatened, actions or proceedings affecting the Company,
     any Principal Subsidiary or any Restricted Subsidiary before any court or
     other Governmental Authority or any arbitrator that are reasonably likely
     to have a Material Adverse Effect.

     The undersigned Responsible Officer of the Company executing this
Certificate on behalf of the Company is, and at all pertinent times mentioned
herein has been, the Chief Financial Officer of the Company and in such capacity
has been responsible for the management of the financial affairs of the Company
and the preparation of financial statements of the Company and its Subsidiaries
on a consolidated basis.

          IN WITNESS WHEREOF, the Company has caused this Certificate to be
executed and delivered, and the certification and warranties contained herein to
be made, this _____ day of____________, ____.


                                             GEORGIA-PACIFIC CORPORATION



                                             By: __________________________

                                             Title: _______________________

_________________
     /2/ The last day of the most recently ended fiscal quarter of the Company.

                                       2
<PAGE>

                                                                    ATTACHMENT A

                                    to Capital Markets Compliance Certificate/1/



                                LEVERAGE RATIO

                              ON __________, ____

                              [Computation Date]
                              ------------------




Item                                                                 Measurement
----                                                                 -----------


       All of the foregoing computed for the Company and its
       consolidated Subsidiaries (except for numbers 9-12,
       which are computed for Target and its consolidated
       Subsidiaries)

1.     Indebtedness for Borrowed Money outstanding as of the           $________
       Computation Date


2.     aggregate capital invested by Persons other than the Company    $________
       and its Restricted Subsidiaries in receivables and other
       accounts sold to such Persons by the Company and its
       Restricted Subsidiaries as of the Computation Date, excluding
       receivables and other accounts sold in connection with the
       sale of a business or the assets and/or operations generating
       such receivables and other accounts

3.     sum of Item 1 and Item 2 (Funded Indebtedness)                  $________
              ------     ------

4.     net income or (or net loss) during the Measurement Period       $________
       ending on the Computation Date

5.     all amounts treated as expenses for depreciation, interest      $________
       and the non-cash amortization of intangibles of any kind to
       the extent included in the determination of such net income
       (or loss)

____________
  /1/ By necessity, the computations described in this Compliance Certificate
are less detailed than those contained in the Credit Agreement. In the event of
any conflict between the two, the terms of the Credit Agreement shall in all
instances prevail.
<PAGE>

6.     cost of timber sold by North American Timber Corp. (as long     $________
       as consolidated with the Company and to the extent
       constituting depletion) for such Measurement Period to the
       extent included in the determination of such net income (or
       loss) computed without giving effect to extraordinary cash
       gains or non-recurring, non-cash items.

7.     all accrued taxes on or measured by income to the extent        $________
       included in the determination of such net income (or loss)

8.     Item 4, plus Item 5, plus Item 6, plus Item 7 (EBITDA)          $________

9.     if the Fort James Acquisition has occurred and if the           $________
       Measurement Period includes periods before the Fort James
       Acquisition, net income or (or net loss) of Target during the
       Measurement Period

10.    if the Fort James Acquisition has occurred and the              $________
       Measurement Period includes periods before the Fort James
       Acquisition, all amounts treated as expenses for
       depreciation, interest and the non-cash amortization of
       intangibles of any kind to the extent included in the
       determination of such net income (or loss)

11.    if the Fort James Acquisition has occurred and if the           $________
       Measurement Period includes periods before the Fort James
       Acquisition, all accrued taxes on or measured by income to
       the extent included in the determination of such net income
       (or loss)

12.    Item 9, plus Item 10, plus Item 11 (Target EBITDA)              $________

13.    sum of Item 8, plus, if the Fort James Acquisition has          $________
       occurred and if the Measurement Period includes periods
       before the Fort James Acquisition, Item 12

14.    ratio of Item 3 to Item 13 (the "Leverage Ratio")               $________
<PAGE>

                                   NET WORTH

                              ON __________, ____

                              [Computation Date]
                              ------------------



                         All of the foregoing computed
               for the Company and its consolidated Subsidiaries



1.    Total consolidated assets                       $_________

2.    Total consolidated liabilities                  $_________

3.    The Excess of Item 1 over Item 2 ("Net Worth")  $_________

<PAGE>

                                                                 Exhibit 7.13(a)

                                              to Capital Markets Bridge Facility

                             SUPPLEMENT AGREEMENT

                       (Capital Markets Bridge Facility)



SUPPLEMENT AGREEMENT TO SUBSIDIARY GUARANTY AND CONTRIBUTION AGREEMENTS dated as
of [__________________] (this "Agreement") by and between [_________________], a
                               ---------
[________] [________] ("the Company") and BANK OF AMERICA, N.A., as Agent under
                        -----------
the Credit Agreement referred to below.

                                   RECITALS

     WHEREAS, Georgia-Pacific Corporation (the "Borrower"), the lenders party
                                                --------
thereto, the Agent and the Co-Syndication Agents, Book Managers and Lead
Arrangers party thereto are party to the Credit Agreement (Capital Markets
Bridge Facility), dated as of November 3, 2000 (together with all amendments, if
any, from time to time made thereto, the "Credit Agreement").  Unless otherwise
                                          ----------------
defined herein or the context otherwise requires, terms used herein have the
meanings provided in the Credit Agreement;


     WHEREAS, certain Subsidiaries of the Borrower are party to the Subsidiary
Guaranty (Capital Markets Bridge Facility) dated as of [__________] (the
"Subsidiary Guaranty (Capital Markets Bridge Facility)") and the Contribution
 -------------------
Agreement (Capital Markets Bridge Facility) dated as of [__________] (the
"Contribution Agreement (Capital Markets Bridge Facility)");
 ----------------------

     WHEREAS, pursuant to Section 7.13 of the Credit Agreement, each Principal
                          ------------
Subsidiary of the Borrower must execute and deliver this Agreement and become a
Guarantor under the Subsidiary Guaranty (Capital Markets Bridge Facility) and a
Contributing Subsidiary under the Contribution Agreement (Capital Markets Bridge
Facility);


     WHEREAS, the Company is a Principal Subsidiary; and

     NOW THEREFORE, in consideration of the foregoing and for good and other
valuable consideration, the Company hereby agrees with the Agent and the Lenders
as follows:

     1.   Definitions. All capitalized terms defined in the Credit Agreement and
used herein shall have such defined meanings when used herein.

     2.   Representations and Warranties. The Company hereby represents and
          ------------------------------
warrants to the Agent and the Lenders that all representations and warranties to
such parties contained in Article 3 of the Subsidiary Guaranty (Capital Markets
                          ---------
Bridge Facility) and Article 2 of the Contribution Agreement (Capital Markets
                     ---------
Bridge Facility) are true and correct as of the date hereof.
<PAGE>

     3.   Assumption of Rights and Obligations. Pursuant to Section 7.13 of the
          ------------------------------------              ------------
Credit Agreement, the Company hereby agrees to become a "Guarantor" under the
Subsidiary Guaranty (Capital Markets Bridge Facility) and a "Contributing
Subsidiary" under the Contribution Agreement (Capital Markets Bridge Facility).
The Company hereby expressly assumes, confirms and agrees to perform and observe
all and singular the covenants, agreements, terms, conditions, obligations,
appointments, duties and liabilities of a Guarantor under the Subsidiary
Guaranty (Capital Markets Bridge Facility) and a Contributing Subsidiary under
the Contribution Agreement (Capital Markets Bridge Facility).

     4.   Further Assurances. At any time and from time to time, upon the
          ------------------
request of the Agent or any Lender, and at the expense of the Company, the
Company will promptly and duly execute and deliver any and all further
instruments and documents and take such further action as the Agent or such
Lender may deem reasonable to effect the purposes of this Agreement.

     5.   Successors and Assigns. This Agreement shall be binding upon the
          ----------------------
Company and its successors and assigns and shall inure to the benefit of the
Agent and the Lenders and their respective successors and assigns; provided,
                                                                   --------
however, that the Company may not assign or transfer any of its rights or
-------
obligations under this Agreement except in accordance with Section 5.3 of the
                                                           -----------
Subsidiary Guaranty (Capital Markets Bridge Facility) and Section 4.3 of the
                                                          -----------
Contribution Agreement (Capital Markets Bridge Facility).

     6.   Opinion of Counsel. The Company hereby instructs its counsel to
          ------------------
deliver the opinions referred to in Section 6.01(d) of the Credit Agreement to
                                    --------------
the Agent and the Lenders.

     7.   Governing Law. This Agreement shall be governed by and construed and
          -------------
interpreted in accordance with, the laws of the State of New York.

                                       2
<PAGE>

          IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
duly executed and delivered by its duly authorized officer on the day and year
first above written.


                                             [____________________]

                                             By__________________________
                                               Name:
                                               Title:


ACCEPTED AND ACKNOWLEDGED
this _____ day of__________, ____

BANK OF AMERICA, N.A.,
as Agent


By: __________________________
Title: _______________________



                                       3
<PAGE>

                                                                 Exhibit 7.13(b)

                                              to Capital Markets Bridge Facility

                             ASSUMPTION AGREEMENT

                       (Capital Markets Bridge Facility)


ASSUMPTION AGREEMENT dated as of [__________________] (this "Agreement") by and
                                                             ---------
between FORT JAMES CORPORATION, a Virginia corporation ("Fort James"), FENRES
                                                         ----------
ACQUISITION CORP. ("Fenres") and BANK OF AMERICA, N.A., as Agent under the
                    ------
Credit Agreement referred to below.

                                   RECITALS

     WHEREAS, Georgia-Pacific Corporation (the "Borrower"), the lenders party
                                                --------
thereto, the Agent and the Co-Syndication Agents, Book Managers and Lead
Arrangers party thereto are party to the Credit Agreement (Capital Markets
Bridge Facility), dated as of November 3, 2000 (together with all amendments, if
any, from time to time made thereto, the "Credit Agreement").  Unless otherwise
                                          ----------------
defined herein or the context otherwise requires, terms used herein have the
meanings provided in the Credit Agreement;

     WHEREAS, Fenres and certain other Subsidiaries of the Borrower are party to
the Subsidiary Guaranty (Capital Markets Bridge Facility) dated as of
[__________] (the "Subsidiary Guaranty (Capital Markets Bridge Facility)") and
                   -----------------------------------------------------
the Contribution Agreement (Capital Markets Bridge Facility) dated as of
[__________] (the "Contribution Agreement (Capital Markets Bridge Facility)");
                   --------------------------------------------------------

     WHEREAS, as a condition to the Lenders under the Credit Agreement agreeing
to extend credit thereunder, Fort James has agreed to execute and deliver this
Agreement upon consummation of the Fort James Acquisition, and to assume all of
the rights and obligations of Fenres under the Subsidiary Guaranty (Capital
Markets Bridge Facility) and a Contribution Agreement (Capital Markets Bridge
Facility); and

     NOW THEREFORE, in consideration of the foregoing and for good and other
valuable consideration, Fort James hereby agrees with the Agent and the Lenders
as follows:

     1.   Definitions. All capitalized terms defined in the Credit Agreement and
          -----------
used herein shall have such defined meanings when used herein.

     2.   Representations and Warranties. To induce the Agent and the Lenders to
          ------------------------------
enter into the Credit Agreement and to extend credit thereunder, Fort James
hereby represents and warrants to the Agent and the Lenders that all
representations and warranties to such parties contained in Article 3 of the
                                                            ---------
Subsidiary Guaranty (Capital Markets Bridge Facility) and Article 2 of the
                                                          ---------
Contribution Agreement (Capital Markets Bridge Facility) are true and correct as
of the date hereof.
<PAGE>

     3.   Assignment and Assumption. Fenres hereby assigns to Fort James all of
          -------------------------
its rights under the Subsidiary Guaranty (Capital Markets Bridge Facility) and
the Contribution Agreement (Capital Markets Bridge Facility) and Fort James
hereby expressly assumes, confirms and agrees to perform and observe all and
singular the covenants, agreements, terms, conditions, obligations,
appointments, duties and liabilities of Fenres under the Subsidiary Guaranty
(Capital Markets Bridge Facility) and the Contribution Agreement (Capital
Markets Bridge Facility).

     4.   Further Assurances. At any time and from time to time, upon the
          ------------------
request of the Agent or any Lender, and at the expense of Fort James, Fort James
will promptly and duly execute and deliver any and all further instruments and
documents and take such further action as the Agent or such Lender may deem
reasonable to effect the purposes of this Agreement.

     5.   Successors and Assigns. This Agreement shall be binding upon Fort
          ----------------------
James, Fenres and their successors and assigns and shall inure to the benefit of
the Agent and the Lenders and their respective successors and assigns; provided,
                                                                       --------
however, that Fort James may not assign or transfer any of its rights or
-------
obligations under this Agreement without the prior written consent of the Agent
and each Lender.

     6.   Effectiveness. This Agreement shall become effective immediately after
          -------------
the effectiveness of the Fort James Acquisition.

     7.   Governing Law. This Agreement shall be governed by and construed and
          -------------
interpreted in accordance with, the laws of the State of New York.


                                       2
<PAGE>

          IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
duly executed and delivered by its duly authorized officer on the day and year
first above written.


                                             FENRES ACQUISITION CORP.



                                             By__________________________
                                                 Name:
                                                 Title:


                                             FORT JAMES CORPORATION



                                             By__________________________
                                                 Name:
                                                 Title:

ACCEPTED AND AGREED:

BANK OF AMERICA, N.A.


By_________________________
  Name:
  Title:


                                       3
<PAGE>

                                                                Exhibit 11.08(b)

                                              to Capital Markets Bridge Facility

                      ASSIGNMENT AND ASSUMPTION AGREEMENT

                       (Capital Markets Bridge Facility)


     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of _________________,
____, is made by [NAME OF ASSIGNOR], a ___________________ (the "Assignor"), to
                                                                 --------
[NAME OF ASSIGNEE], a ________________ ("Assignee").
                                         --------

                                   RECITALS:

A.   The Assignor has entered into a Credit Agreement (Capital Markets Bridge
     Facility) (the "Credit Agreement") among GEORGIA-PACIFIC CORPORATION, a
                     ----------------
     Georgia corporation (the "Company"), the Lenders party thereto, BANK OF
                               -------
     AMERICA, N.A., as administrative agent (the "Agent"), and the Co-
                                                  -----
     Syndication Agents, Book Managers and Lead Arrangers party thereto.  Unless
     otherwise defined herein or the context otherwise requires, terms used
     herein have the meanings provided in the Credit Agreement.

B.   Pursuant to the Credit Agreement, the Assignor has, as of the date hereof,
     a Commitments of $___________ (the "Commitment").
                                         ----------

C.   The outstanding principal balance on this date of Assignor's Loans is
     $__________.

D.   The Assignor wishes to assign to the Assignee [part][all] of its rights and
     obligations under the Credit Agreement in respect of its Commitments in an
     amount equal to $____________ , on the terms and subject to the conditions
     set forth herein, and the Assignee wishes to accept the assignment of such
     rights and assume such obligations from the Assignor on such terms and
     subject to such conditions.

NOW, THEREFORE, In consideration of the premises and the mutual covenants
contained herein, the Assignor and the Assignee hereby covenant and agree as
follows:

     1.        Assignment and Assumption.

          (a)  Subject to the terms and conditions of this Agreement, the
Assignor and the Assignee agree that the Assignor hereby sells, transfers, and
assigns to the Assignee, and the Assignee hereby purchases, assumes, and
undertakes from the Assignor, without recourse and without representation or
warranty (except as provided in this Agreement, (i) ____% of the Commitments,
the Loans of the Assignor ("Assignee's Percentage Share") (such assigned
                            ---------------------------
Commitments representing ___% of the aggregate Commitments of all Lenders); and
(ii) all related rights, benefits, obligations, liabilities and indemnities
under and in connection with the Credit Agreement and each other Loan Document
(other than any such rights, benefits, obligations, liabilities, or indemnities
with respect to any Bid Loan made by the Assignor), including the right to
receive payments of principal of and interest on the Assignor's Loans
<PAGE>

hereby assigned, and the obligation to fund future Loans in respect of such
assignment, and to indemnify the Agent or any other party under the Credit
Agreement and to pay all other amounts payable by a Lender (in respect of the
Commitments assigned hereunder) under or in connection with the Credit Agreement
(other than any such amounts payable in respect of a Bid Loan). After giving
effect to the foregoing assignments, the Commitment of the Assignee shall be
$___________, and the Commitment of the Assignor shall be $____________.

[If appropriate, add paragraph specifying payment to Assignor by Assignee of
outstanding principal of, accrued interest on, and fees with respect to, Loans.]

          (b)  With effect on or after the Effective Date (as defined herein),
the Assignee shall be a party to the Credit Agreement and succeed to all the
rights and be obligated to perform all of the obligations of a Lender under the
Credit Agreement, with Commitments in the amount assigned hereunder. The
Assignee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender. It is the intent of the parties that the
Commitments of the Assignor shall be reduced by an amount equal to Assignee's
Percentage Share thereof and the Assignor shall relinquish its rights and be
released from its obligations under the Credit Agreement to the extent such
obligations have been assumed by the Assignee.

     2.        Payments.

          (a)  As consideration for the sale, assignment, and transfer
contemplated in Section 1, the Assignee shall pay to the Assignor on the
                ---------
Effective Date in immediately available funds an amount equal to $____________,
representing the Assignee's Percentage Share of the principal amount of all
Loans previously made to the Company by the Assignor under the Credit Agreement
and outstanding on the Effective Date.

          (b)  The [Assignor/Assignee] further agrees to pay to the Agent the
processing fee referred to in the amount specified in Section 11.08(b) of the
                                                      ----------------
Credit Agreement.

     3.        Reallocation of Payments. The Assignor shall notify the Agent and
the Company to make all payments with respect to the Commitments and Loans
assigned hereunder after the Effective Date directly to the Assignee, as its
interest may appear. The Assignor and the Assignee agree and acknowledge that
all payments of interest, commitment fees, utilization fees, facility fees, and
utilization fees accrued up to, but not including, the Effective Date are the
property of the Assignor, and not the Assignee. The Assignee shall, upon receipt
b y the Assignee of any interest, commitment fees, utilization fees, or facility
fees remit to the Assignor all of such interest, commitment fees, utilization
fees, and facility fees accrued up to, but not including, the Effective Date.
The Assignor shall, upon receipt by the Assignor of any interest, commitment
fees, utilization fees and facility fees remit to the Assignee all of such
interest, commitment fees, utilization fees, and facility fees accrued for any
period from and after the Effective Date. The Assignor shall promptly notify the
Assignee of any notices received by the Assignor in connection with the Credit
Agreement affecting or relating to the rights and obligations assigned
hereunder.

                                       2
<PAGE>

     4.        Independent Credit Decision. The Assignee (a) acknowledges that
it has received a copy of the Credit Agreement and the Schedules and Exhibits
thereto, together with copies of the most recent financial statements referred
to in Section 7.09 of the Credit Agreement, and such other documents and
      ------------
information as it has deemed appropriate to make its own credit and legal
analysis and decision to enter into this Agreement; and (b) agrees that it will,
independently and without reliance upon the Assignor, the Agent, or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit and legal decisions in taking or
not taking action under the Credit Agreement.

     5.        Effective Date; Notices. As between the Assignor and the
Assignee, the effective date for this Agreement shall be
_____________________________, ____ (the "Effective Date"); provided that the
                                          --------------
following conditions precedent have been satisfied on or before the Effective
Date:

          (a)  this Agreement shall be executed and delivered by the Assignor
and the Assignee;

          (b)  the consent of the Company and the Agent required for an
effective assignment of the Commitment and outstanding Loans assigned hereunder
by the Assignor to the Assignee under Section 11.08(a) of the Credit Agreement,
                                      ----------------
if any, shall have been duly obtained and shall be in full force and effect as
of the Effective Date;

          (c)  the Assignee shall pay to the Assignor all amounts due to the
Assignor under this Agreement;

          (d)  the Assignee shall have complied with Section 3.04(f) of the
                                                     ---------------
Credit Agreement (if applicable);

          (e)  the processing fee referred to above and in Section 11.08(b) of
                                                           ----------------
the Credit Agreement shall have been paid by [Assignor/Assignee] to the Agent;
and

          (f)  Promptly following the execution of this Agreement, the Assignor
shall deliver to the Company and the Agent for acknowledgment by the Agent, a
Notice of Assignment in the form attached hereto as Attachment A.
                                                    ------------

     6.        Agent.  [Include only if Assignor is Agent:

          (a)  The Assignee hereby appoints and authorizes the Assignor to take
such action as agent on its behalf and to exercise such powers under the Credit
Agreement as are delegated to the Agent by the Lenders pursuant to the terms of
the Credit Agreement.

          (b)  The Assignee shall assume no duties or obligations held by the
Assignor in its capacity as Agent under the Credit Agreement.]

     7.        Withholding Tax. The Assignee agrees to comply with Section
                                                                   -------
3.04(f) of the Credit Agreement (if applicable).
------

                                       3
<PAGE>

     8.        Representations and Warranties.

          (a)  The Assignor represents and warrants that (i) it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any lien, security interest, or other adverse
claim; (ii) it is duly organized and existing and it has the full power and
authority to take, and has taken, all action necessary to execute and deliver
this Agreement and any other documents required or permitted to be executed or
delivered by it in connection with herewith and to fulfill its obligations
hereunder; (iii) no notices to, or consents, authorizations, or approvals of,
any Person are required (other than any already given or obtained) for its due
execution, delivery, and performance of this Agreement, and apart from any
agreements or undertakings or filings required by the Credit Agreement, no
further action by, or notice to, or filing with, any person is required of it
for such execution, delivery, or performance; and (iv) this Agreement has been
duly executed and delivered by it and constitutes the legal, valid, and binding
obligation of the Assignor, enforceable against the Assignor in accordance with
the terms hereof, subject, as to enforcement, to bankruptcy, insolvency,
moratorium, reorganization, and other laws of general application relating to or
affecting creditors' rights and to general equitable principles.

          (b)  The Assignor makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties, or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency, or value of the Credit
Agreement or any other instrument or document furnished pursuant thereto.  The
Assignor makes no representation or warranty in connection with, and assumes no
responsibility with respect to, the solvency, financial condition, or statements
of the Company, or the performance or observance by the Company, of any of its
respective obligations under the Credit Agreement or any other instrument or
document furnished in connection therewith.

          (c)  The Assignee represents and warrants that (i) it is duly
organized and existing and it has full power and authority to take, and has
taken, all action necessary to execute and deliver this Agreement and any other
documents required or permitted to be executed or delivered by it in connection
herewith, and to fulfill its obligations hereunder; (ii) no notices to, or
consents, authorizations, or approvals of, any Person are required (other than
any already given or obtained) for its due execution, delivery, and performance
of this Agreement; and apart from any agreements or undertakings or filings
required by the Credit Agreement, no further action by, or notice to, or filing
with, any person is required of it for such execution, delivery, or performance;
(iii) this Agreement has been duly executed and delivered by it and constitutes
the legal, valid, and binding obligation of the Assignee, enforceable against
the Assignee in accordance with the terms hereof, subject, as to enforcement, to
bankruptcy, insolvency, moratorium, reorganization, and other laws of general
application relating to or affecting creditors' rights and to general equitable
principles; and (iv) it is an Eligible Assignee.

     9.        Further Assurances. The Assignor and the Assignee each hereby
agrees to execute and deliver such other instruments, and take such other
action, as either party may reasonably request in connection with the
transactions contemplated by this Agreement, including the delivery of any
notices or other documents or instruments to the Company or the Agent, which may
be required in connection with the assignment and assumption contemplated
hereby.


                                       4
<PAGE>

     10.       Miscellaneous.

          (a)  Any amendment or waiver of any provision of this Agreement shall
be in writing and signed by the parties hereto. No failure or delay by either
party hereto in exercising any right, power, or privilege hereunder shall
operate as a waiver thereof and any waiver of any breach of the provisions of
this Agreement shall be without prejudice to any rights with respect to any
other or further breach thereof.

          (b)  All payments made hereunder shall be made without any set-off or
counterclaim.

          (c)  The Assignor and the Assignee shall each pay its own costs and
expenses incurred in connection with the negotiation, preparation, execution,
and performance of this Agreement.

          (d)  This Agreement may be executed in any number of counterparts and
all of such counterparts taken together shall be deemed to constitute one and
the same instrument.

          (e)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.  The Assignor and the Assignee each
irrevocably submits to the non-exclusive jurisdiction of any New York State or
Federal court sitting in the City of New York over any suit, action or
proceeding arising out of or relating to this Agreement and irrevocably agrees
that all claims in respect of such suit, action or proceeding may be heard and
determined in such New York State or Federal court, and each party to this
Agreement hereby irrevocably waives, to the fullest extent it may effectively do
so, the defense of an inconvenient forum to the maintenance of such suit, Action
or proceeding.

          (f)  THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY,
AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH
THIS AGREEMENT, THE CREDIT AGREEMENT, ANY RELATED DOCUMENTS AND AGREEMENTS, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, OR OTHER STATEMENTS (WHETHER VERBAL OR
WRITTEN).

     [Other provisions to be added as may be negotiated between the Assignor and
the Assignee, provided that such provisions are not inconsistent with the Credit
Agreement.]

                                       5
<PAGE>

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


                                    [ASSIGNOR]

Address:                            By: ____________________________
[Address of Assignor]                      ____________________(print name)
                                    Title: _________________________

                                    [ASSIGNEE]

Address:                            By: ____________________________
[Address of Assignee]                      ____________________(print name)
                                    Title: _________________________


                                       6
<PAGE>

                                                Attachment A to Exhibit 11.08(b)

                                             Assignment and Assumption Agreement
                         FORM OF NOTICE OF ASSIGNMENT

                       (Capital Markets Bridge Facility)

To:  Georgia-Pacific Corporation
     133 Peachtree Street, N.E.
     Atlanta, Georgia 30303
     Attention:  Treasurer's Department



To:  Bank of America, N.A., as Agent
     Credit Products - Forest Products - SF #9973
     Mail Code:  CA5-705-12-01
     555 California St., 12th Fl.
     San Francisco, CA 94104
     Attention:  Mike Balok, Managing Director



                 Re:  Georgia-Pacific Corporation Credit Agreement,

                      dated as of November 3, 2000


Ladies and Gentlemen:

     We refer to Section 11.08(b) of the Credit Agreement among GEORGIA-PACIFIC
                 ----------------
CORPORATION, a Georgia corporation (the "Company"), the Lenders party thereto,
BANK OF AMERICA, N.A., as administrative agent (the "Agent"), and the Co-
Syndication Agents, Book Managers and Lead Arrangers party thereto.  Unless
otherwise defined herein or the context otherwise requires, terms used herein
have the meanings provided in the Credit Agreement.

     This Notice of Assignment is delivered to you pursuant to Section 11.08(b)
                                                               ----------------
of the Credit Agreement and also constitutes notice to each of you, pursuant to
Section 11.08(b)(i) of the Credit Agreement, of the assignment to ____________
-------------------
(the "Assignee") of [____%] of the Commitment and the Loans of _______________
      --------
(the "Assignor") outstanding under the Credit Agreement on the date hereof,
      --------
which assignment was undertaken pursuant to an Assignment and Assumption
Agreement, duly executed and delivered by the Assignor and the Assignee on
_____________, _____. After giving effect to the foregoing assignment, the
Assignor's and the Assignee's Commitments for the purposes of the Credit
Agreement are set forth opposite such Person's name on the signature pages
hereof.


                                       7
<PAGE>

     [If applicable:  The Assignee hereby represents and warrants to the Agent
that it has obtained from the Company the prior consent to the assignment
required pursuant to Section 11.08(a).]  The Assignee hereby acknowledges and
                     ----------------
confirms that it has received a copy of the Credit Agreement and the Schedules
and Exhibits thereto, together with copies of the documents which were required
to be delivered under the Credit Agreement as a condition to the initial
Borrowing thereunder.  The Assignee further confirms and agrees that in becoming
a Lender and in extending its Commitment and making its Loans under the Credit
Agreement, such actions have and will be made without recourse to, or
representation or warranty by, the Agent.

     Except as otherwise provided in the Credit Agreement, effective as of the
date contemplated by Section 11.08(b)(iii) of the Credit Agreement for the
                     ---------------------
effectiveness of the assignment which is the subject of this Notice of
Assignment (the "Effective Date"):
                 --------------

          (a)  the Assignee

               (i)  shall be deemed automatically to have become a party to the
          Credit Agreement, have all the rights and obligations of a "Lender"
                                                                      ------
          under the Credit Agreement and the other Loan Documents as if it were
          an original signatory thereto to the extent specified in the second
          paragraph hereof; and

               (ii) agrees to be bound by the terms and conditions set forth in
          the Credit Agreement and the other Loan Documents as if it were an
          original signatory thereto; and

          (b)  the Assignor shall be released from its obligations under the
     Credit Agreement and the other Loan Documents to the extent specified in
     the second paragraph hereof.

     The Assignor and the Assignee hereby agree that the [Assignor] [Assignee]
will pay to the Agent the processing fee referred to in Section 11.08(b)(ii) of
                                                        --------------------
the Credit Agreement upon the delivery hereof.

     The Assignee hereby advises each of you of the following administrative
details with respect to the assigned Loans and Commitments and requests the
Agent to acknowledge receipt of this document:

          (A)  Address for Notices:

               Institution Name:
               Attention:

               Domestic Lending Office:
               Telephone:
               Facsimile:



               Eurodollar Lending Office:

               Telephone:
               Facsimile:


          (B)  Payment Instructions:

                                       8
<PAGE>

     The Assignee agrees to furnish to the Agent and the Company on or before
the Effective Date the tax form[s] required by Section 3.04(f) (if so required)
                                               ---------------
of the Credit Agreement.

     This Notice of Assignment may be executed by the Assignor and the Assignee
in separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute one
and the same notice and agreement.


Commitment:                             [ASSIGNOR]
----------

                                        By: __________________________
$__________________                     Title: _______________________



Commitment:                         [ASSIGNEE]
----------

                                        By: __________________________
$__________________                     Title: _______________________


                                       9
<PAGE>

ACCEPTED AND ACKNOWLEDGED
this _____ day of__________, ____

BANK OF AMERICA, N.A.,
as Agent


By: __________________________
Title: _______________________


GEORGIA-PACIFIC CORPORATION


By: __________________________
Title: _______________________



                                      10
</TEXT>
</DOCUMENT>
