TEMPLE INLAND INC
CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>d94819ex10-1.txt
<DESCRIPTION>CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.1

                                                                  EXECUTION COPY








                                U.S. $900,000,000


                                CREDIT AGREEMENT

                            Dated as of March 1, 2002



                                      Among

                               TEMPLE-INLAND INC.
                                   as Borrower



                                       and

                                 CITIBANK, N.A.

                  as Administrative Agent and Collateral Agent

                                       and

                            SALOMON SMITH BARNEY INC.

               as Sole Arranger, Bookrunner and Syndication Agent

<PAGE>


                                TABLE OF CONTENTS

<Table>
<S>      <C>            <C>                                                                                    <C>
ARTICLE I

         SECTION 1.01.  Certain Defined Terms                                                                     1

         SECTION 1.02.  Computation of Time Periods                                                              14

         SECTION 1.03.  Accounting Terms                                                                         14

ARTICLE II

         SECTION 2.01.  The Advances                                                                             14

         SECTION 2.02.  Making the Advances                                                                      15

         SECTION 2.03.  Fees                                                                                     15

         SECTION 2.04.  Termination or Reduction of the Commitments                                              16

         SECTION 2.05.  Repayment of Advances                                                                    16

         SECTION 2.06.  Interest on Advances                                                                     16

         SECTION 2.07.  Interest Rate Determination                                                              17

         SECTION 2.08.  Optional Conversion of Advances                                                          17

         SECTION 2.09. Prepayments of Advances                                                                   18

         SECTION 2.10.  Increased Costs                                                                          18

         SECTION 2.11.  Illegality                                                                               18

         SECTION 2.12.  Payments and Computations                                                                19

         SECTION 2.13.  Taxes                                                                                    19

         SECTION 2.14.  Sharing of Payments, Etc.                                                                21

         SECTION 2.15.  Evidence of Debt                                                                         21

         SECTION 2.16.  Use of Proceeds                                                                          21

ARTICLE III

         SECTION 3.01.  Conditions Precedent to Effectiveness of Section 2.01                                    22
</Table>


<PAGE>

<Table>
<S>      <C>            <C>                                                                                    <C>
         SECTION 3.02.  Conditions Precedent to Each Borrowing,                                                  24

         SECTION 3.03.  Determinations Under Section 3.01                                                        25

ARTICLE IV

         SECTION 4.01.  Representations and Warranties of the Borrower                                           25

ARTICLE V

         SECTION 5.01.  Affirmative Covenants                                                                    29

         SECTION 5.02.  Negative Covenants                                                                       33

ARTICLE VI

         SECTION 6.01.  Events of Default                                                                        39

ARTICLE VII

         SECTION 7.01.  Authorization and Action                                                                 41

         SECTION 7.02.  Agent's Reliance, Etc.                                                                   41

         SECTION 7.03.  Citibank and Affiliates                                                                  42

         SECTION 7.04.  Lender Credit Decision                                                                   42

         SECTION 7.05.  Indemnification                                                                          42

         SECTION 7.06.  Successor Agent                                                                          42

ARTICLE VIII

         SECTION 8.01.  Amendments, Etc.                                                                         43

         SECTION 8.02.  Notices, Etc.                                                                            43

         SECTION 8.03.  No Waiver; Remedies                                                                      43

         SECTION 8.04.  Costs and Expenses                                                                       43

         SECTION 8.05.  Right of Set-off                                                                         44

         SECTION 8.06.  Binding Effect                                                                           44

         SECTION 8.07.  Assignments and Participations                                                           45

         SECTION 8.08.  Confidentiality                                                                          46
</Table>



                                       ii

<PAGE>
<Table>
<S>      <C>            <C>                                                                                    <C>
         SECTION 8.09.  Governing Law                                                                            46

         SECTION 8.10.  Execution in Counterparts                                                                46

         SECTION 8.11.  Jurisdiction, Etc.                                                                       47

         SECTION 8.12.  Waiver of Jury Trial                                                                     47
</Table>



Schedules

Schedule I - List of Applicable Lending Offices

Schedule 1.01 - Mortgaged Property

Schedule 4.01(n) - Repaid Indebtedness

Schedule 4.01(r) - Mortgage Filing Offices

Schedule 4.01(s) - Gaylord Indebtedness

Schedule 5.02(a) - Existing Liens

Exhibits

Exhibit A        -   Form of Note

Exhibit B        -   Form of Notice of Borrowing

Exhibit C        -   Form of Assignment and Acceptance

Exhibit D-1      -   Form of Opinion of Counsel for the Borrower

Exhibit D-2     -    Form of Opinion of Special Counsel for the Borrower

Exhibit D-3     -    Form of Opinion of Local Counsel for the Borrower

Exhibit E        -   Form of Guaranty

Exhibit F        -   Form of Pledge Agreement



                                      iii

<PAGE>


                                CREDIT AGREEMENT

                            Dated as of March 1, 2002


                  TEMPLE-INLAND INC., a Delaware corporation (the "Borrower"),
and CITIBANK, N.A. ("Citibank"), as administrative agent (the "Agent") for the
Lenders (as hereinafter defined) and as Collateral Agent (as hereinafter
defined), agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

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

                  "Advance" means an advance by a Lender to the Borrower as part
         of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate
         Advance (each of which shall be a "Type" of Advance).

                  "Affiliate" means, as to any Person, any other Person (other
         than a Subsidiary) which, directly or indirectly, is in control of, is
         controlled by, or is under common control with, such Person. For
         purposes of this definition, "control" of a Person means the power,
         directly or indirectly, either to (a) vote 10% or more of the
         securities having ordinary voting power for the election of directors
         of such Person or (b) direct or cause the direction of the management
         and policies of such Person, whether by contract or otherwise.

                  "Agent's Account" means the account of the Agent maintained by
         the Agent at Citibank at its office at Two Penns Way, Suite 200, New
         Castle, Delaware 19720, Account No. 36852248, Attention: Paul Joseph.

                  "Applicable Lending Office" means, with respect to each
         Lender, such Lender's Domestic Lending Office in the case of a Base
         Rate Advance and such Lender's Eurodollar Lending Office in the case of
         a Eurodollar Rate Advance.

                  "Applicable Margin" means as of any date, a percentage per
         annum determined by reference to the Public Debt Rating in effect on
         such date as set forth below:

<Table>
<Caption>
                      Public Debt Rating         Applicable Margin for          Applicable Margin for
                         S&P/Moody's              Base Rate Advances          Eurodollar Rate Advances
                      ------------------         ---------------------        ------------------------

<S>                                              <C>                          <C>
                  Level 1
                  A- and A3                             0.000%                         0.475%

                  Level 2
                  BBB+ and Baa1                         0.000%                         0.675%

                  Level 3
                  BBB and Baa2                          0.000%                         1.000%

                  Level 4
                  BBB- and Baa3                         0.500%                         1.325%

                  Level 5
                  Lower than Level 4                    0.750%                         1.750%
</Table>


<PAGE>

                  If the Public Debt Ratings established by Moody's and S&P are
         not in the same Level, then the Applicable Margin will be determined by
         reference to the Level containing the lower of the two Public Debt
         Ratings.

                  "Applicable Percentage" means, as of any date, a percentage
         per annum determined by reference to the Public Debt Rating in effect
         on such date as set forth below:

<Table>
<Caption>
                      Public Debt Rating        Applicable Percentage/         Applicable Percentage/
                         S&P/Moody's                 Facility Fee                  Utilization Fee
                      ------------------        ----------------------         ----------------------

<S>                                             <C>                            <C>
                  Level 1
                  A- and A3                             0.150%                         0.250%

                  Level 2
                  BBB+ and Baa1                         0.200%                         0.250%

                  Level 3
                  BBB and Baa2                          0.250%                         0.250%

                  Level 4
                  BBB- and Baa3                         0.300%                         0.375%

                  Level 5
                  Lower than Level 4                    0.375%                         0.375%

</Table>

                  If the Public Debt Ratings established by Moody's and S&P are
         not in the same Level, then the Applicable Percentage will be
         determined by reference to the Level containing the lower of the two
         Public Debt Ratings.

                  "Assignment and Acceptance" means an assignment and acceptance
         entered into by a Lender and an Eligible Assignee, and accepted by the
         Agent, in substantially the form of Exhibit C hereto.

                  "Attributable Debt" means, at the time of determination, the
         present value (discounted at one half (1/2) of the Eurodollar Rate for
         three month deposits on the date of such determination) of the
         obligation of the lessee in respect of a lease entered into in
         connection with any Sale and Leaseback Transaction for net rental
         payments during the remaining term of such lease (including any period
         for which such lease has been extended).

                  "Availability Period" means the period from the Effective Date
         to the earlier of the date that is 120 days after the Effective Date
         and the date of termination of the Commitments.

                  "Base Rate" means a fluctuating interest rate per annum in
         effect from time to time, which rate per annum shall at all times be
         equal to the highest of:

                           (a) the rate of interest announced publicly by
                  Citibank in New York, New York, from time to time, as
                  Citibank's base rate;

                           (b) the sum (adjusted to the nearest 1/4 of 1% or, if
                  there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%)
                  of (i) 1/2 of 1% per annum, plus (ii) the rate obtained by
                  dividing (A) the latest three-week moving average of secondary
                  market morning offering rates in the United States for
                  three-month certificates of deposit of major United States
                  money market banks, such three-week moving average (adjusted
                  to the basis of a year of 360 days) being determined weekly on
                  each Monday (or, if such day is not a Business Day, on the
                  next succeeding Business Day) for the three-week period ending
                  on the previous Friday by Citibank on the basis of such rates
                  reported by certificate of deposit dealers to and published by
                  the Federal Reserve Bank of New York or, if such publication
                  shall be suspended or terminated, on the basis of quotations
                  for such rates received by Citibank from three New York
                  certificate of deposit dealers of recognized



                                       2
<PAGE>

                  standing selected by Citibank, by (B) a percentage equal to
                  100% minus the average of the daily percentages specified
                  during such three-week period by the Board of Governors of the
                  Federal Reserve System (or any successor) for determining the
                  maximum reserve requirement (including, but not limited to,
                  any emergency, supplemental or other marginal reserve
                  requirement) for Citibank with respect to liabilities
                  consisting of or including (among other liabilities)
                  three-month U.S. dollar non-personal time deposits in the
                  United States, plus (iii) the average during such three-week
                  period of the annual assessment rates estimated by Citibank
                  for determining the then current annual assessment payable by
                  Citibank to the Federal Deposit Insurance Corporation (or any
                  successor) for insuring U.S. dollar deposits of Citibank in
                  the United States; and

                           (c) 1/2 of one percent per annum above the Federal
                  Funds Rate.

                  "Base Rate Advance" means a Advance that bears interest as
         provided in Section 2.06(a)(i).

                  "Borrowing" means a borrowing consisting of simultaneous
         Advances of the same Type made by each of the Lenders pursuant to
         Section 2.01.

                  "Business" has the meaning specified in Section 4.01(o).

                  "Business Day" means a day of the year on which banks are not
         required or authorized by law to close in New York City or Chicago,
         Illinois and, if the applicable Business Day relates to any Eurodollar
         Rate Advances, on which dealings are carried on in the London interbank
         market.

                  "Change of Control" means the acquisition by any Person, 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, as amended) of 20% or more
         of the outstanding shares of voting stock of the Borrower.

                  "Code" means the Internal Revenue Code of 1986, as amended
         from time to time, and the Treasury Regulations adopted thereunder.

                  "Collateral" means any and all "Collateral" (or, in the case
         of a Mortgage, any and all "Trust Property"), as defined in any
         applicable Security Document.

                  "Collateral Agent" means Citibank, in its capacity as
         collateral agent under the Security Documents.

                  "Commitment" means as to any Lender (a) the amount set forth
         opposite such Lender's name on the signature pages hereof or (b) if
         such Lender has entered into any Assignment and Acceptance, the amount
         set forth for such Lender in the Register maintained by the Agent
         pursuant to Section 8.07(d), as such amount may be reduced pursuant to
         Section 2.04.

                  "Commitment Letter" means the Commitment Letter dated as of
         September 26, 2001 (as amended) by and among Salomon Smith Barney Inc.,
         Citibank, N.A. and the Borrower.

                  "Commonly Controlled Entity" means an entity, whether or not
         incorporated, which is under common control with the Borrower within
         the meaning of Section 4001 of ERISA or is part of a group which
         includes the Borrower and which is treated as a single employer under
         Section 414 of the Code.

                  "Confidential Information" means information that the Borrower
         furnishes to the Agent or any Lender designated as confidential, but
         does not include any such information that is or becomes generally
         available to the public or that is or becomes available to the Agent or
         such Lender from a source other than the Borrower.



                                       3
<PAGE>

                  "Contingent Obligations" means, as applied to any Person, any
         Contractual Obligation, contingent or otherwise, of that Person with
         respect to any Indebtedness of another or other obligation or liability
         of another, including, without limitation, any such Indebtedness,
         obligation or liability of another directly or indirectly guaranteed,
         endorsed (otherwise than for collection or deposit in the ordinary
         course of business), co-made or discounted or sold with recourse by
         that Person, or in respect of which that Person is otherwise directly
         or indirectly liable, including Contractual Obligations (contingent or
         otherwise) arising through any agreement to purchase, repurchase, or
         otherwise acquire such Indebtedness, obligation or liability or any
         security therefor, or to provide funds for the payment or discharge
         thereof (whether in the form of loans, advances, stock purchases,
         capital contributions or otherwise), or to maintain solvency, assets,
         level of income, or other financial condition, or to make payment other
         than for value received.

                  "Contractual Obligation" means, as applied to any Person, any
         provision of any equity or debt securities issued by that Person, any
         indenture governing such debt securities or any material mortgage, deed
         of trust, security agreement, pledge agreement, guaranty, contract,
         undertaking, agreement or instrument to which that Person is a party or
         by which it or any of its properties is bound, or to which it or any of
         its properties is subject.

                  "Convert", "Conversion" and "Converted" each refers to a
         conversion of Advances of one Type into Advances of the other Type
         pursuant to Section 2.07 or 2.08.

                  "Debt Tender" means, collectively, the tender offers and
         related consent solicitations made by Inland Container for the Target
         Debt pursuant to the Debt Tender Documents as required by the Merger
         Agreement.

                  "Debt Tender Documents" means the Offer to Purchase and
         Consent Solicitation Statement dated January 22, 2002, and the related
         Letter of Transmittal and Consent.

                  "Default" means any Event of Default or any event that would
         constitute an Event of Default but for the requirement that notice be
         given or time elapse or both.

                  "Domestic Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Domestic Lending Office"
         opposite its name on Schedule I hereto or in the Assignment and
         Acceptance pursuant to which it became a Lender, or such other office
         of such Lender as such Lender may from time to time specify to the
         Borrower and the Agent.

                  "EBITDDA" means, for any period, the sum of (a) Net Income,
         plus (b) Net Interest Expense to the extent included in the
         determination of Net Income, plus (c) provision for income taxes of the
         Borrower and its consolidated Subsidiaries, plus (d) all amounts
         treated as expenses for depreciation and the amortization of
         intangibles of any kind to the extent included in the determination of
         Net Income, plus (e) all amounts treated as expenses for the depletion
         of Timber from the Timberlands owned by the Borrower or any of its
         consolidated Subsidiaries to the extent included in the determination
         of Net Income.

                  "Effective Date" has the meaning specified in Section 3.01.

                  "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
         Lender; (c) a commercial bank organized under the laws of the United
         States, or any State thereof, and having total assets in excess of
         $500,000,000; (d) a savings and loan association or savings bank
         organized under the laws of the United States, or any State thereof,
         and having total assets in excess of $500,000,000; (e) a commercial
         bank organized under the laws of any other country that is a member of
         the Organization for Economic Cooperation and Development or has
         concluded special lending arrangements with the International Monetary
         Fund associated with its General Arrangements to Borrow, or a political
         subdivision of any such country, and having total assets in excess of
         $500,000,000, so long as such bank is acting through a branch or agency
         located in the country in which it is organized or another country that
         is described in this clause (e); (f) the central bank of any country
         that is a member of the Organization for Economic



                                       4
<PAGE>

         Cooperation and Development; (g) a finance company, insurance company
         or other financial institution or fund (whether a corporation,
         partnership, trust or other entity) that is engaged in making,
         purchasing or otherwise investing in commercial loans in the ordinary
         course of its business and having total assets in excess of
         $250,000,000; or (h) any other Person approved by the Agent; provided,
         however, that neither the Borrower nor an Affiliate of the Borrower,
         nor an entity controlled by a Person engaged in the forest products
         industry shall qualify as an Eligible Assignee.

                  "Environmental Laws" means any and all foreign, Federal,
         state, local or municipal laws, rules, orders, regulations, statutes,
         ordinances, codes, decrees, requirements of any Governmental Authority
         or other Requirements of Law (including common law) regulating,
         relating to or imposing liability or standards of conduct concerning
         protection of human health or the environment, as now or may at any
         time hereafter be in effect.

                  "Equity Tender" means the tender offer made by Merger Sub for
         all of Gaylord's outstanding capital stock pursuant to the Equity
         Tender Documents as required by the Merger Agreement.

                  "Equity Tender Documents" means the Offer to Purchase relating
         to the Equity Tender filed with the Securities and Exchange Commission
         on January 22, 2002, and the related Letter of Transmittal.

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

                  "ERISA Event" means (a) a Reportable Event with respect to a
         Pension Plan; (b) a withdrawal by the Borrower or any Commonly
         Controlled Entity from a Pension Plan subject to Section 4063 of ERISA
         during a plan year in which it was a substantial employer (as defined
         in Section 4001(a)(2) of ERISA) or a cessation of operations which is
         treated as such a withdrawal under Section 4062(e) of ERISA; (c) a
         complete or partial withdrawal by the Borrower or any Commonly
         Controlled Entity from a Multiemployer Plan or notification that a
         Multiemployer Plan is in Reorganization or Insolvent; (d) the filing of
         a notice of intent to terminate, the treatment of a Plan amendment as a
         termination under Section 4041 or 4041A of ERISA, or the commencement
         of proceedings by the PBGC to terminate a Pension Plan or Multiemployer
         Plan; (e) an event or condition which might reasonably be expected to
         constitute grounds under Section 4042 of ERISA for the termination of,
         or the appointment of a trustee to administer, any Pension Plan or
         Multiemployer Plan; or (f) the imposition of any liability under Title
         IV of ERISA, other than PBGC premiums due but not delinquent under
         Section 4007 of ERISA, upon the Borrower or any Commonly Controlled
         Entity.

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

                  "Eurodollar Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Eurodollar Lending Office"
         opposite its name on Schedule I hereto or the Assignment and Acceptance
         pursuant to which it became a Lender (or, if no such office is
         specified, its Domestic Lending Office), or such other office of such
         Lender as such Lender may from time to time specify to the Borrower and
         the Agent.

                  "Eurodollar Rate" means, for any Interest Period for each
         Eurodollar Rate Advance comprising part of the same Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a) the rate per annum (rounded upward to the nearest whole
         multiple of 1/16 of 1% per annum) appearing on Telerate Markets Page
         3750 (or any successor page) as the London interbank offered rate for
         deposits in U.S. dollars at approximately 11:00 A.M. (London time) two
         Business Days prior to the first day of such Interest Period for a term
         comparable to such Interest Period or, if for any reason such rate is
         not available, the rate per annum (rounded upward to the nearest whole
         multiple of 1/16 of 1% per annum) appearing on the display designated
         on page "LIBO" on the Reuter Monitor Money Rate Services (or any
         successor page) as the London interbank offered rate for deposits in
         U.S. dollars at approximately 11:00



                                       5
<PAGE>

         A.M. (London time) two Business Days prior to the first day of such
         Interest Period for a term comparable to such Interest Period by (b) a
         percentage equal to 100% minus the Eurodollar Rate Reserve Percentage
         for such Interest Period.

                  "Eurodollar Rate Advance" means an Advance that bears interest
         as provided in Section 2.06(a)(ii).

                  "Eurodollar Rate Reserve Percentage" for any Interest Period
         for all Eurodollar Rate Advances comprising part of the same Borrowing
         means the reserve percentage applicable two Business Days before the
         first day of such Interest Period under regulations issued from time to
         time by the Board of Governors of the Federal Reserve System (or any
         successor) for determining the maximum reserve requirement (including,
         without limitation, any emergency, supplemental or other marginal
         reserve requirement) for a member bank of the Federal Reserve System in
         New York City with respect to liabilities or assets consisting of or
         including Eurocurrency Liabilities (or with respect to any other
         category of liabilities that includes deposits by reference to which
         the interest rate on Eurodollar Rate Advances is determined) having a
         term equal to such Interest Period.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Federal Funds Rate" means, for any period, a fluctuating
         interest rate per annum equal for each day during such period to the
         weighted average of the rates on overnight Federal funds transactions
         with members of the Federal Reserve System arranged by Federal funds
         brokers, as published for such day (or, if such day is not a Business
         Day, for the next preceding Business Day) by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any day that is a
         Business Day, the average of the quotations for such day on such
         transactions received by the Agent from three Federal funds brokers of
         recognized standing selected by it.

                  "Fee Letter" means the Fee Letter dated as of September 26,
         2001 by and among Salomon Smith Barney Inc., Citibank, N.A. and the
         Borrower.

                  "Financial Services Subsidiary" means any of the Borrower's
         Subsidiaries principally engaged in banking (including mortgage
         banking), equipment leasing, real estate development, insurance or
         similar businesses.

                  "Fiscal Quarter" means each fiscal quarter of the Borrower
         determined in accordance with its Fiscal Year.

                  "Fiscal Year" means each fiscal year of the Borrower, being
         the 52-53 week year ending on the Saturday closest to each December 31.

                  "Funded Indebtedness" means, as calculated on a consolidated
         basis for the Borrower and its Subsidiaries based on the Parent Company
         Financial Statements as of any date of determination, the total amount
         of all interest-bearing Indebtedness (including all issued and undrawn
         letters of credit) of the Borrower and its Subsidiaries (including all
         Contingent Obligations of the Borrower and its Subsidiaries in respect
         of interest-bearing Indebtedness of Financial Services Subsidiaries or
         in respect of obligations of any joint venture).

                  "GAAP" means generally accepted accounting principles in the
         United States of America in effect from time to time and as applied in
         the Parent Company Financial Statements.

                  "Gaylord" means Gaylord Container Corporation, a Delaware
         corporation.



                                       6
<PAGE>

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

                  "Gross Interest Expense" means, as calculated for any period
         on a consolidated basis for the Borrower and its Subsidiaries based on
         the Parent Company Financial Statements as of any date of
         determination, interest expense for such period (including all
         commissions discounts, fees and other charges under letters of credit
         and similar instruments) classified and accounted for in accordance
         with GAAP.

                  "Guaranty" means the Guaranty, substantially in the form of
         Exhibit E hereto, made by TIFPC in favor of the Collateral Agent for
         the benefit of the Secured Parties.

                  "Hedge Agreements" means all interest rate or currency swaps,
         caps or collar agreements, foreign exchange agreements, commodity
         contracts or similar arrangements entered into by the Borrower or its
         Subsidiaries providing for protection against fluctuations in interest
         rates, currency exchange rates, commodity prices or the exchange of
         nominal interest obligations, either generally or under specific
         contingencies.

                  "Indebtedness" means, as to any Person, (a) all indebtedness
         of such Person for borrowed money, including, without limitation, all
         amounts outstanding under this Agreement and any of the other Loan
         Documents, (b) all capital leases of such Person (but excluding any
         operating leases), (c) to the extent of the outstanding Indebtedness
         thereunder, all obligations of such Person that are evidenced by a
         promissory note or other instrument representing an extension of credit
         to such Person, whether or not for borrowed money, (d) all obligations
         of such Person for the deferred purchase price of Property or services
         (other than trade or other accounts payable in the ordinary course of
         business in accordance with customary industry terms), (e) all
         obligations of such Person of the nature described in clauses (a), (b),
         (c) or (d), above, and not otherwise included therein that are secured
         by a Lien on assets of such Person, whether or not that Person has
         assumed such obligation or whether or not such obligation is
         non-recourse to the credit of such Person, but only to the extent of
         the fair market value of the assets so subject to the Lien, (f) all
         obligations of such Person arising under acceptance facilities or under
         facilities for the discount of accounts receivable of such Person, (g)
         all obligations of such Person to reimburse the issuer of any letter of
         credit issued for the account of such Person, whether drawn or undrawn
         (excluding, however, such obligations if the letters of credit support
         other Indebtedness of such Person), (h) all Contingent Obligations of
         such Person and (i) for the purposes of Section 6.01(e) only, all
         obligations of such Person actually due in respect of Hedge Agreements
         without regard to the notional amount of such agreement.

                  "Information Memorandum" means the information memorandum to
         be prepared after the Effective Date by the Agent and the Borrower and
         used by the Agent in connection with the syndication of the
         Commitments.

                  "Inland Container" means Inland Container Corporation I, a
         Delaware corporation.

                  "Inland Investments" means Inland Investments LLC, a Delaware
         limited liability company.

                  "Inland Paperboard" means Inland Paperboard and Packaging,
         Inc., a Delaware corporation.

                  "Insolvency" means, with respect to any Multiemployer Plan,
         the condition that such Plan is insolvent within the meaning of Section
         4245 of ERISA.

                  "Insolvent" means pertaining to a condition of Insolvency.



                                       7
<PAGE>

                  "Interest Coverage Ratio" means, as calculated quarterly for
         the Borrower, on a consolidated basis, as of the last day of each
         Fiscal Quarter on a rolling four (4) Fiscal Quarter basis, the ratio of
         (a) EBITDDA to (b) Net Interest Expense.

                  "Interest Period" means, for each Eurodollar Rate Advance
         comprising part of the same Borrowing, the period commencing on the
         date of such Advance or the date of the Conversion of any Base Rate
         Advance into such Eurodollar Rate Advance and ending on the last day of
         the period selected by the Borrower pursuant to the provisions below
         and, thereafter, with respect to Eurodollar Rate Advances, each
         subsequent period commencing on the last day of the immediately
         preceding Interest Period and ending on the last day of the period
         selected by the Borrower pursuant to the provisions below. The duration
         of each such Interest Period shall be (a) in the case of any Borrowing
         made prior to February 28, 2002, and subject to clause (iii) of this
         definition, one week or (b) in the case of any Borrowing, one, two,
         three or six months, and subject to clause (iii) of this definition,
         nine months, as the Borrower may, upon notice received by the Agent not
         later than 11:00 A.M. (New York City time) on the third Business Day
         prior to the first day of such Interest Period, select; provided,
         however, that:

                           (i) the Borrower may not select any Interest Period
                  with respect to any Eurodollar Rate Advance that ends after
                  the Maturity Date;

                           (ii) Interest Periods commencing on the same date for
                  Eurodollar Rate Advances comprising part of the Borrowing
                  shall be of the same duration;

                           (iii) in the case of any such Borrowing, the Borrower
                  shall not be entitled to select an Interest Period having
                  duration of one week or nine months, as applicable, unless, by
                  2:00 P.M. (New York City time) on the third Business Day prior
                  to the first day of such Interest Period, each Lender notifies
                  the Agent that such Lender will be providing funding for such
                  Borrowing with such Interest Period (the failure of any Lender
                  to so respond by such time being deemed for all purposes of
                  this Agreement as an objection by such Lender to the requested
                  duration of such Interest Period); provided that, if any or
                  all of the Lenders object to the requested duration of such
                  Interest Period, the duration of the Interest Period for such
                  Borrowing shall be one, two, three or six months, as specified
                  by the Borrower requesting such Borrowing in the applicable
                  Notice of Borrowing as the desired alternative to an Interest
                  Period of one week or nine months, as applicable;

                           (iv) whenever the last day of any Interest Period
                  would otherwise occur on a day other than a Business Day, the
                  last day of such Interest Period shall be extended to occur on
                  the next succeeding Business Day, provided, however, that, if
                  such extension would cause the last day of such Interest
                  Period to occur in the next following calendar month, the last
                  day of such Interest Period shall occur on the next preceding
                  Business Day; and

                           (v) whenever the first day of any Interest Period
                  occurs on a day of an initial calendar month for which there
                  is no numerically corresponding day in the calendar month that
                  succeeds such initial calendar month by the number of months
                  equal to the number of months in such Interest Period, such
                  Interest Period shall end on the last Business Day of such
                  succeeding calendar month.

                  "IRS" the Internal Revenue Service, and any Governmental
         Authority succeeding to any of its principal functions under the Code.

                  "Lenders" means Citibank and each Person that shall become a
         party hereto pursuant to Section 8.07.

                  "Leverage Ratio" means, as calculated at any date of
         determination, the ratio of (a) Funded Indebtedness to (b) Total
         Capitalization.



                                       8
<PAGE>

                  "Lien" means any mortgage, deed of trust, pledge,
         hypothecation, assignment for security, security interest, encumbrance,
         levy, lien or charge of any kind, whether voluntarily incurred or
         arising by operation of law or otherwise, against any Property,
         including any agreement to grant any of the foregoing, any conditional
         sale or other title retention agreement or any lease in the nature of a
         security interest

                  "Loan Documents" means, collectively, this Agreement, the
         Security Documents and any Notes.

                  "Loan Parties" means the Borrower and the Subsidiary Loan
         Parties.

                  "Margin Stock" means "margin stock" as defined in Regulation U
         adopted by the Federal Reserve Board (12 C.F.R. Part 221).

                  "Margin Regulations" means, collectively, Regulations T, U and
         X adopted by the Federal Reserve Board (12 C.F.R. Parts 220, 221 and
         224, respectively).

                  "Material Adverse Change" means any set of circumstances or
         events which (a) has or could reasonably be expected to have any
         material adverse effect whatsoever upon the validity or enforceability
         of any Loan Document, (b) is or could reasonably be expected to be
         material and adverse to the business, condition (financial or
         otherwise), properties, performance, prospects or operations of the
         Borrower or the Borrower and its Subsidiaries, taken as a whole, (c)
         impairs materially or could reasonably be expected to impair materially
         the ability of any of the Borrower or its Subsidiaries to pay or
         perform its obligations under any of the Loan Documents to which it is
         a party or to avoid an Event of Default or (d) impairs materially or
         could reasonably be expected to impair materially the ability of the
         Agent or any Lender to enforce any of its legal remedies pursuant to
         the Loan Documents.

                  "Material Equity Issuance" means one or more issuances after
         the Effective Date by the Borrower and/or the Subsidiaries of equity or
         equity-like securities of the Borrower or such Subsidiary having terms
         reasonably acceptable to the Required Lenders, yielding aggregate Net
         Cash Proceeds of not less than $500,000,000.

                  "Material Subsidiary" means any Subsidiary of the Borrower (a)
         the assets of which exceed ten percent (10.0%) of the total assets of
         the Borrower and its consolidated Subsidiaries (determined based on
         their net book value) or (b) the Net Income of which exceeds ten
         percent (10.0%) of Net Income of the Borrower and its consolidated
         Subsidiaries (determined for the next preceding Fiscal Year) and in any
         event shall include Merger Sub, Inland Investments, Gaylord, TIFPC,
         Inland Paperboard, Inland Container, Temple-Inland Financial Services
         Inc., Guaranty Bank, Guaranty Holdings Inc. I, MBHC Inc. and Guaranty
         Residential Lending, Inc.

                  "Materials of Environmental Concern" means any gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         defined or regulated as such in or under any Environmental Law,
         including, without limitation, asbestos, polychlorinated biphenyls and
         urea-formaldehyde insulation.

                  "Maturity Date" means February 28, 2003.

                  "Merger" means the merger of Merger Sub with and into Gaylord,
         in accordance with the Merger Agreement, pursuant to which Gaylord will
         be the surviving corporation.

                  "Merger Agreement" means the Agreement and Plan of Merger
         dated as of January 21, 2002, by and among the Borrower, Merger Sub and
         Gaylord.

                  "Merger Sub" means Temple-Inland Acquisition Corporation, a
         Delaware corporation.

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



                                       9
<PAGE>

                  "Mortgage" means a mortgage, deed of trust, assignment of
         leases and rents, leasehold mortgage or other security document
         granting a Lien on any Mortgaged Property to secure the Obligations.
         Each Mortgage shall be satisfactory in form and substance to the
         Collateral Agent.

                  "Mortgaged Property" means each parcel of real property and
         the improvements thereto owned or leased by a Subsidiary Loan Party and
         identified on Schedule 1.01.

                  "Multiemployer Plan" means a Plan which is a multiemployer
         plan as defined in Section 4001(a)(3) of ERISA.

                  "Net Cash Proceeds" means, with respect to any event (a) the
         cash proceeds received in respect of such event including (i) any cash
         received in respect of any non-cash proceeds, but only as and when
         received, (ii) in the case of a casualty, insurance proceeds and (iii)
         in the case of a condemnation or similar event, condemnation awards and
         similar cash payments, net of (b) the sum of (i) all reasonable
         commissions, fees and out-of-pocket expenses paid by the Borrower and
         the Subsidiaries to third parties (other than Affiliates) in connection
         with such event, (ii) in the case of a sale, transfer or other
         disposition of an asset (including pursuant to a sale and leaseback
         transaction or a casualty or other damage or condemnation or similar
         proceeding), the amount of all payments required to be made by the
         Borrower and the Subsidiaries as a result of such event to repay
         Indebtedness (other than Indebtedness created under this Agreement)
         secured by such asset or otherwise subject to mandatory prepayment as a
         result of such event and (iii) the amount of all taxes paid (or
         reasonably estimated to be payable) by the Borrower and the
         Subsidiaries, and the amount of any reserves established by the
         Borrower and the Subsidiaries to fund (A) retained liabilities relating
         to the assets sold or (B) contingent liabilities reasonably estimated
         to be payable, in each case during the year that such event occurred or
         the next succeeding year and that are directly attributable to such
         event (as determined reasonably and in good faith by the chief
         financial officer of the Borrower).

                  "Net Income" means, as calculated for any period on a
         consolidated basis for the Borrower and its Subsidiaries based on the
         Parent Company Financial Statements for any period, the net income (or
         loss) for such period taken as a single accounting period and
         determined in accordance with GAAP.

                  "Net Interest Expense" means, as calculated for any period on
         a consolidated basis for the Borrower and its Subsidiaries based on the
         Parent Company Financial Statements for such period (a) Gross Interest
         Expense for such period, less (b) interest income for such period
         determined in accordance with GAAP.

                  "Note" means a promissory note of the Borrower payable to the
         order of any Lender, delivered pursuant to a request made under Section
         2.15 in substantially the form of Exhibit A hereto, evidencing the
         aggregate indebtedness of the Borrower to such Lender resulting from
         the Advances made by such Lender.

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

                  "Obligations" has the meaning assigned to such term in the
         Pledge Agreement.

                  "Parent Company Financial Statements" means the financial
         statements of the Borrower and its Subsidiaries that account for the
         Financial Services Subsidiaries using the equity method of accounting.

                  "PBGC" means the Pension Benefit Guaranty Corporation
         established pursuant to Subtitle A of Title IV of ERISA.

                  "Pension Plan" means a pension plan (as defined in Section
         3(2) of ERISA) subject to Title IV of ERISA which the Borrower or a
         Commonly Controlled Entity sponsors, maintains or to which it makes, is
         making or is obligated to make contributions, or in the case of
         multiple employer plan (as described in



                                       10
<PAGE>

         Section 4064(a) of ERISA) has made contributions at any time during the
         immediately preceding five (5) plan years.

                  "Permitted Business" means, with respect to a Financial
         Services Subsidiary, any business of such Financial Services Subsidiary
         existing on the date of this Agreement and any business that is
         reasonably related, ancillary or complementary to any business of such
         Financial Services Subsidiary existing on the date of this Agreement.

                  "Person" means an individual, partnership, corporation,
         business trust, joint stock company, trust, unincorporated association,
         joint venture, Governmental Authority or other entity of whatever
         nature.

                  "Plan" means, at a particular time, any employee benefit plan
         which is covered by ERISA and in respect of which the Borrower or a
         Commonly Controlled Entity is (or, if such plan were terminated at such
         time, would under Section 4069 of ERISA be deemed to be) an "employer"
         as defined in Section 3(5) of ERISA.

                  "Pledge Agreement" means the Pledge Agreement, substantially
         in the form of Exhibit F hereto, among the Subsidiary Loan Parties
         party thereto and the Collateral Agent for the benefit of the Secured
         Parties.

                  "Prepayment Event" means:

                           (a) any sale, transfer or other disposition
                  (including pursuant to a sale and leaseback transaction) of
                  any property or asset of the Borrower or any Subsidiary, other
                  than (i) sales of inventory or used or surplus equipment in
                  the ordinary course of business; (ii) sales, transfers and
                  dispositions to the Borrower or a Subsidiary; (iii) in the
                  case of a Financial Services Subsidiary, any sale, transfer or
                  other disposition of less than substantially all the assets of
                  such Financial Services Subsidiary, provided that, in the case
                  of any such sale, transfer or other disposition outside the
                  ordinary course of business, the Agent shall have received
                  from the Borrower (x) a certificate of a Responsible Officer
                  of such Financial Services Subsidiary at the time of such
                  event certifying that such Financial Services Subsidiary
                  intends to use the Net Cash Proceeds of such event to acquire
                  assets to be used in a Permitted Business within 270 days of
                  receipt of such Net Cash Proceeds and (y) a certificate of a
                  Responsible Officer of the Borrower at the time of such event
                  certifying that no Default has occurred and is continuing,
                  provided, further, that (A) in the case of any such sale,
                  transfer or other disposition outside the ordinary course of
                  business, to the extent the Net Cash Proceeds therefrom are
                  not so used at the end of such 270-day period, such event
                  shall be deemed a Prepayment Event with Net Cash Proceeds
                  equal to the Net Cash Proceeds so remaining unused and (B)
                  notwithstanding anything in this Agreement to the contrary, in
                  no event shall this paragraph (a) impose any obligation on a
                  Financial Services Subsidiary if satisfying such obligation
                  would cause such Financial Services Subsidiary to be in
                  violation of any material Requirement of Law; and (iv) other
                  dispositions resulting in aggregate Net Cash Proceeds not
                  exceeding $10,000,000 during the term of this Agreement; or

                           (b) any casualty or other insured damage to, or any
                  taking under power of eminent domain or by condemnation or
                  similar proceeding of, any property or asset of the Borrower
                  or any Subsidiary, but only to the extent that the Net Cash
                  Proceeds therefrom have not been applied (or committed to be
                  applied pursuant to a binding agreement) to repair, restore or
                  replace such property or asset within 270 days after such
                  event; or

                           (c) the issuance by the Borrower or any Subsidiary of
                  any equity or equity-like securities, or the receipt by the
                  Borrower or any Subsidiary of any capital contribution, other
                  than (i) any such issuance of equity securities to, or receipt
                  of any such capital contribution from, the Borrower or a
                  Subsidiary and (ii) in the case of a Financial Services
                  Subsidiary, the issuance of preferred equity securities; or



                                       11
<PAGE>

                           (d) the incurrence by the Borrower or any Subsidiary
                  of any Indebtedness, other than Indebtedness that is permitted
                  under Section 5.02(k) (excluding Indebtedness permitted under
                  clause (ii) or clause (xii) of Section 5.02(k) in an aggregate
                  principal amount in excess of $10,000,000).

                  "Principal Manufacturing Facility" means a linerboard,
         corrugating medium, paperboard, paper or pulp mill or other paper
         converting plant of the Borrower or any of its Subsidiaries that is
         located within the United States of America, other than any such mill
         or plant or portion thereof (a) that is financed by obligations issued
         by a state, a territory or a possession of the United Sates 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) of the
         Code (or any successor to such provision) as in effect at the time of
         issuance of such obligations or (b) that, in the opinion of the board
         of directors of the Borrower, is not of material importance to the
         total business conducted by the Borrower or its Subsidiaries as an
         entirety.

                  "Properties" has the meaning specified in Section 4.01(o).

                  "Public Debt Rating" means, as of any date, the lowest rating
         that has been most recently announced by either S&P or Moody's, as the
         case may be, for any class of non-credit enhanced long-term senior
         unsecured debt issued by the Borrower. For purposes of the foregoing,
         (a) if only one of S&P and Moody's shall have in effect a Public Debt
         Rating, the Applicable Margin and the Applicable Percentage shall be
         determined by reference to the available rating; (b) if neither S&P nor
         Moody's shall have in effect a Public Debt Rating, the Applicable
         Margin and the Applicable Percentage will be set in accordance with
         Level 5 under the definition of "Applicable Margin" or "Applicable
         Percentage", as the case may be; (c) if any rating established by S&P
         or Moody's shall be changed, such change shall be effective as of the
         date on which such change is first announced publicly by the rating
         agency making such change; and (d) if S&P or Moody's shall change the
         basis on which ratings are established, each reference to the Public
         Debt Rating announced by S&P or Moody's, as the case may be, shall
         refer to the then equivalent rating by S&P or Moody's, as the case may
         be.

                  "Reorganization" means, with respect to any Multiemployer
         Plan, the condition that such plan is in reorganization within the
         meaning of Section 4241 of ERISA.

                  "Reportable Event" means any of the events set forth in
         Section 4043(b) of ERISA, other than those events as to which the
         thirty day notice period is waived under subsections .27, .28, .29,
         .30, .31, .34 or .35 of PBGC Reg. Section 4043.

                  "Register" has the meaning specified in Section 8.07(d).

                  "Required Lenders" means at any time Lenders owed more than
         50% of the then aggregate unpaid principal amount of the Advances owing
         to Lenders, or, if no such principal amount is then outstanding,
         Lenders having more than 50% of the Commitments.

                  "Requirement of Law" means, as to any Person, the Certificate
         of Incorporation and By-Laws or other organizational or governing
         documents of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court or other Governmental
         Authority, in each case 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 the chief executive officer, the
         president or any vice president of the Borrower or, with respect to
         financial matters, the chief financial officer, chief accounting
         officer or treasurer of the Borrower.

                  "Restricted Indebtedness" means Indebtedness of the Borrower
         or any Subsidiary, the payment, prepayment, redemption, repurchase or
         defeasance of which is restricted under Section 5.02(l).



                                       12
<PAGE>

                  "Restricted Payment" means (a) any dividend or other
         distribution (whether in cash, securities or other property) with
         respect to any shares of any capital stock of the Borrower or any
         Subsidiary, (b) any payment (whether in cash, securities or other
         property), including any sinking fund or similar deposit, on account of
         the purchase, redemption, retirement, acquisition, cancelation or
         termination of any such shares of capital stock of the Borrower or any
         Subsidiary or any option, warrant or other right to acquire any such
         shares of capital stock of the Borrower or any Subsidiary.

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

                  "Sale and Leaseback Transactions" means any arrangement with
         any Person providing for the leasing to the Borrower or a Subsidiary of
         any Property or assets (except, in the case of any Timberlands or any
         Principal Manufacturing Facility, for temporary leases for a term of
         not more than three (3) years), which Property or asset has been owned
         and, in the case of any Principal Manufacturing Facility, has been
         placed in commercial operation for more than 180 days by the Borrower
         or such Subsidiary and has been or is to be sold or transferred by the
         Borrower or such Subsidiary to such Person.

                  "Secured Parties" has the meaning assigned to such term in the
         Pledge Agreement.

                  "Security Documents" means the Pledge Agreement, the Mortgages
         and the Guaranty.

                  "Subsidiary" means, as to any Person, a corporation,
         partnership or other entity of which shares of stock or other ownership
         interests having ordinary voting power (other than stock or such other
         ownership interests having such power only by reason of the happening
         of a contingency) to elect a majority of the board of directors or
         other managers of such corporation, partnership or other entity are at
         the time owned, or the management of which is otherwise controlled,
         directly or indirectly through one or more intermediaries, or both, by
         such Person. Unless otherwise qualified, all references to a
         "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
         Subsidiary or Subsidiaries of the Borrower. For purposes of the
         representations and warranties made hereunder on the Effective Date,
         the conditions precedent set forth in Section 3.01 and compliance with
         the terms and conditions hereof on the Effective Date, the
         "Subsidiaries" shall be determined after giving effect to the Merger
         unless the context expressly requires otherwise.

                  "Subsidiary Loan Party" means each of Merger Sub, Inland
         Investments, Inland Container and TIFPC.

                  "Substantial Portion" means, with respect to the Property and
         assets of the Borrower and its Subsidiaries, Property and assets which
         (a) represents more than twenty percent (20.0%) of the consolidated
         assets of the Borrower and its Subsidiaries as would be shown in the
         Parent Company Financial Statements as at the beginning of the
         twelve-month period ending with the month in which such determination
         is made or (b) is responsible for more than twenty percent (20.0%) of
         the consolidated net sales or consolidated net income, in either case
         of the Borrower and its Subsidiaries as reflected in the financial
         statement referred to in clause (a) above.

                  "Synthetic Purchase Agreement" means any swap, derivative or
         other agreement or combination of agreements pursuant to which the
         Borrower or a Subsidiary is or may become obligated to make (a) any
         payment in connection with a purchase by a third party from a Person
         other than the Borrower or a Subsidiary of any shares of capital stock
         or Restricted Indebtedness or (b) any payment (other than on account of
         a permitted purchase by it of any shares of capital stock or any
         Restricted Indebtedness) the amount of which is determined by reference
         to the price or value at any time of any shares of capital stock or
         Restricted Indebtedness; provided that no phantom stock or similar plan
         providing for payments only to current or former directors, officers,
         consultants, advisors or employees of the Borrower or the Subsidiaries
         (or to their heirs or estates) shall be deemed to be a Synthetic
         Purchase Agreement.



                                       13
<PAGE>

                  "Tangible Net Assets" means, at any time, and determined in
         accordance with GAAP, the aggregate amount of assets (less applicable
         reserves and other properly deductible items) after deducting therefrom
         (a) all current liabilities and (b) all goodwill, trade names,
         trademarks, patents, unamortized debt discount and expense (to the
         extent included in said aggregate amount of assets) and other like
         intangibles, all as set forth on the most recent Parent Company
         Financial Statements.

                  "Target Debt" means Gaylord's outstanding 9-3/8% Senior Notes
         due 2007, 9-3/4% Senior Notes due 2007 and 9-7/8% Senior Subordinated
         Notes due 2008.

                  "TIFC" means Temple-Inland Funding Corporation, a Nevada
         corporation.

                  "TIFPC" means Temple-Inland Forest Products Corporation, a
         Delaware corporation.

                  "Timber" means all trees or timber to be cut from land that is
         owned or leased by the Borrower or its Subsidiaries, whether severed or
         unsevered and including standing and down timber, stumps and cut timber
         remaining on such land or otherwise, and logs, wood chips and other
         forest products, whether now located on or hereafter planted or growing
         in or on the such land or otherwise or now or hereafter removed from
         such land or otherwise for sale or other disposition.

                  "Timberlands" means, at any time, Property in the United
         States that (a) contains standing Timber that is, or upon completion of
         a growth cycle then in process is expected to become, of a commercial
         quantity and of merchantable quality and (b) is suitable and
         principally used for Timber production.

                  "Total Capitalization" means the sum of Funded Indebtedness
         plus the total shareholders' equity (including capital stock,
         additional paid-in capital and retained earnings after deducting
         treasury stock) of the Borrower and its consolidated Subsidiaries,
         determined in accordance with GAAP.

                  "Unfunded Pension Liability" means the excess of a Plan's
         benefit liabilities under Section 4001(a)(16) of ERISA over the current
         value of that Plan's assets, determined in accordance with the
         assumptions used for funding the Pension Plan pursuant to Section 412
         of the Code for the applicable plan year.

                  "Wholly-Owned Subsidiary" means with respect to any Person (a)
         any Subsidiary all of the outstanding voting securities of which shall
         at the time be owned or controlled, directly or indirectly, by such
         Person or one or more Wholly-Owned Subsidiaries of such Person, or by
         such Person and one or more Wholly-Owned Subsidiaries of such Person or
         (b) any firm, joint venture, partnership, limited liability company,
         association, enterprise, trust or other entity or organization one
         hundred percent (100.0%) of the ownership interests having ordinary
         voting power of which shall at the time be so owned or controlled.

                  SECTION 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 mean "to but excluding".

                  SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with GAAP.

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION 2.01. The Advances. Each Lender severally agrees, on
the terms and conditions hereinafter set forth, to make Advances to the Borrower
from time to time during the Availability Period in an amount not exceeding such
Lender's remaining Commitment; provided that the Borrower shall not be permitted
to make more than seven Borrowings. Such Borrowings shall consist of Advances of
the same Type made on the same



                                       14
<PAGE>

day by the Lenders ratably according to their respective Commitments. Amounts
borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed.

                  SECTION 2.02. Making the Advances. (a) Each Borrowing shall be
made on notice, given not later than (x) 11:00 A.M. (New York City time) on the
third Business Day prior to the date of the proposed Borrowing in the case of a
Borrowing consisting of Eurodollar Rate Advances or (y) 11:00 A.M. (New York
City time) on the first Business Day prior to the date of the proposed Borrowing
in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to
the Agent, which shall give to each Lender prompt notice thereof by telecopier
or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by
telephone, confirmed immediately in writing, or telecopier or telex in
substantially the form of Exhibit B hereto, specifying therein the requested (i)
date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii)
aggregate amount of such Borrowing, and (iv) in the case of a Borrowing
consisting of Eurodollar Rate Advances, initial Interest Period for each such
Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date
of such Borrowing make available for the account of its Applicable Lending
Office to the Agent at the Agent's Account, in same day funds, such Lender's
ratable portion of such Borrowing. Upon fulfillment of the applicable conditions
set forth in Article III and after the Agent's receipt of such funds, the Agent
will make such funds available to the Borrower at such bank account as the
Borrower shall have advised to the Agent in writing.

                  (b) Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for
any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000
or if the obligation of the Lenders to make Eurodollar Rate Advances shall then
be suspended pursuant to Section 2.07 or 2.11 and (ii) the Eurodollar Rate
Advances may not be outstanding as part of more than seven separate Borrowings.

                  (c) Each Notice of Borrowing shall be irrevocable and binding
on the Borrower. In the case of any Borrowing that the related Notice of
Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower
shall indemnify each Lender against any loss, cost or expense incurred by such
Lender as a result of any failure to fulfill on or before the date specified in
such Notice of Borrowing for such Borrowing the applicable conditions set forth
in Article III, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Borrowing when such Advance,
as a result of such failure, is not made on such date.

                  (d) Unless the Agent shall have received notice from a Lender
prior to the date of any Borrowing that such Lender will not make available to
the Agent such Lender's ratable portion of such Borrowing, the Agent may assume
that such Lender has made such portion available to the Agent on the date of
such Borrowing in accordance with subsection (a) of this Section 2.02 and the
Agent may, in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount. If and to the extent that such Lender shall
not have so made such ratable portion available to the Agent, such Lender and
the Borrower severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Agent, at (i) in the case of the Borrower, the interest rate
applicable at the time to Advances comprising such Borrowing and (ii) in the
case of such Lender, the Federal Funds Rate. If such Lender shall repay to the
Agent such corresponding amount, such amount so repaid shall constitute such
Lender's Advance as part of such Borrowing for purposes of this Agreement.

                  (e) The failure of any Lender to make the Advance to be made
by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Advance on the date of such Borrowing,
but no Lender shall be responsible for the failure of any other Lender to make
the Advance to be made by such other Lender on the date of any Borrowing.

                  SECTION 2.03. Fees. (a) Facility Fee. The Borrower agrees to
pay to the Agent for the account of each Lender a facility fee on the aggregate
amount of such Lender's Commitment (whether used or unused) from the Effective
Date to the Maturity Date at a rate per annum equal to the Applicable Percentage
in effect from time to time, payable in arrears on the last day of March, June,
September and December of each year and on the Maturity Date.



                                       15
<PAGE>

                  (b) The Borrower agrees to pay the Agent for the account of
each Lender a utilization fee on the aggregate outstanding face amount of each
Borrowing, which fee shall accrue during any period that the aggregate
outstanding face amount of Borrowings is equal to or in excess of $300,000,000
at a rate per annum equal to the Applicable Percentage in effect from time to
time, payable in arrears on the last day of March, June, September and December
of each year and on the date such Borrowing is repaid or prepaid in full.

                  (c) Agent's Fees. The Borrower shall pay to the Agent for its
own account such fees as may from time to time be agreed between the Borrower
and the Agent.

                  SECTION 2.04. Termination or Reduction of the Commitments. (a)
Optional. The Borrower shall have the right, upon at least three Business Days'
notice to the Agent, to terminate in whole or permanently reduce ratably in part
the unused portions of the respective Commitments of the Lenders, provided that
each partial reduction shall be in the aggregate amount of $10,000,000 or an
integral multiple of $1,000,000 in excess thereof.

                  (b) Mandatory. (i) Upon the making of the Advances during the
         Availability Period, the Commitments of the Lenders shall be
         automatically and permanently reduced on a pro rata basis by an amount
         equal to the amount of each Advance. The Commitments of the Lenders
         shall be automatically reduced in an amount equal to the unused portion
         thereof on the date that is 120 days after the Effective Date.

                  (ii) Immediately after receipt by the Borrower or any
         Subsidiary of any Net Cash Proceeds in respect of a Prepayment Event,
         the Commitments of the Lenders shall be automatically and permanently
         reduced in an amount equal to the excess, if any, of such Net Cash
         Proceeds over the outstanding principal amount of Advances prepaid with
         such Net Cash Proceeds pursuant to Section 2.09(b) and the
         reimbursement of Lenders in connection with such prepayment pursuant to
         Section 8.04(c), if any.

                  SECTION 2.05. Repayment of Advances. On the Maturity Date, the
Borrower shall repay to the Agent for the ratable account of the Lenders the
aggregate principal amount of the Advances outstanding on such date.

                  SECTION 2.06. Interest on Advances. (a) Scheduled Interest.
The Borrower shall pay interest on the unpaid principal amount of each Advance
owing to each Lender from the date of such Advance until such principal amount
shall be paid in full, at the following rates per annum:

                  (i) Base Rate Advances. During such periods as such Advance is
         a Base Rate Advance, a rate per annum equal at all times to the sum of
         (x) the Base Rate in effect from time to time plus (y) the Applicable
         Margin in effect from time to time, payable in arrears quarterly on the
         last day of each March, June, September and December during such
         periods and on the date such Base Rate Advance shall be Converted or
         paid in full.

                  (ii) Eurodollar Rate Advances. During such periods as such
         Advance is a Eurodollar Rate Advance, a rate per annum equal at all
         times during each Interest Period for such Advance to the sum of (x)
         the Eurodollar Rate for such Interest Period for such Advance plus (y)
         the Applicable Margin in effect from time to time, payable in arrears
         on the last day of such Interest Period and, if such Interest Period
         has a duration of more than three months, on each day that occurs
         during such Interest Period every three months from the first day of
         such Interest Period and on the date such Eurodollar Rate Advance shall
         be Converted or paid in full.

                  (b) Default Interest. Upon the occurrence and during the
continuance of an Event of Default, the Agent may, and upon the request of the
Required Lenders shall, require the Borrower to pay interest ("Default
Interest") on (i) the unpaid principal amount of each Advance owing to each
Lender, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii)
above, at a rate per annum equal at all times to 2% per annum above the rate per
annum required to be paid on such Advance pursuant to clause (a)(i) or (a)(ii)
above and (ii) to the fullest extent permitted by law, the amount of any
interest or other amount payable hereunder that is not paid when due, from the
date such amount shall be due until such amount shall be paid in full, payable
in arrears on the date such amount



                                       16
<PAGE>

shall be paid in full and on demand, at a rate per annum equal at all times to
2% per annum above the rate per annum required to be paid on Base Rate Advances
pursuant to clause (a)(i) above, provided, however, that following acceleration
of the Advances pursuant to Section 6.01, Default Interest shall accrue and be
payable hereunder whether or not previously required by the Agent.

                  SECTION 2.07. Interest Rate Determination. (a) If, with
respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent
that the Eurodollar Rate for any Interest Period for such Advances will not
adequately reflect the cost to such Required Lenders of making, funding or
maintaining their respective Eurodollar Rate Advances for such Interest Period,
the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i)
each Eurodollar Rate Advance will automatically, on the last day of the then
existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the
obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist.

                  (b) If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Agent will forthwith so notify the Borrower and the Lenders and such Advances
will automatically, on the last day of the then existing Interest Period
therefor, Convert into Base Rate Advances.

                  (c) On the date on which the aggregate unpaid principal amount
of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by
payment or prepayment or otherwise, to less than $10,000,000, such Advances
shall automatically Convert into Base Rate Advances.

                  (d) Upon the occurrence and during the continuance of any
Event of Default, (i) each Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a Base Rate
Advance and (ii) the obligation of the Lenders to make, or to Convert Advances
into, Eurodollar Rate Advances shall be suspended.

                  (e) If both Telerate Markets Page 3750 and the display
designated on page "LIBO" on the Reuter Monitor Money Rates Service are
unavailable,

                  (i) the Agent shall forthwith notify the Borrower and the
         Lenders that the interest rate cannot be determined for such Eurodollar
         Rate Advances,

                  (ii) with respect to Eurodollar Rate Advances, each such
         Advance will automatically, on the last day of the then existing
         Interest Period therefor, Convert into a Base Rate Advance (or if such
         Advance is then a Base Rate Advance, will continue as a Base Rate
         Advance), and

                  (iii) the obligation of the Lenders to make Eurodollar Rate
         Advances or to Convert Advances into Eurodollar Rate Advances shall be
         suspended until the Agent shall notify the Borrower and the Lenders
         that the circumstances causing such suspension no longer exist.

                  SECTION 2.08. Optional Conversion of Advances. The Borrower
may on any Business Day, upon notice given to the Agent not later than 11:00
A.M. (New York City time) on the third Business Day prior to the date of the
proposed Conversion and subject to the provisions of Sections 2.07 and 2.11,
Convert all Advances of one Type comprising the same Borrowing into Advances of
the other Type; provided, however, that any Conversion of Eurodollar Rate
Advances into Base Rate Advances shall be made only on the last day of an
Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate
Advances into Eurodollar Rate Advances shall be in an amount not less than the
minimum amount specified in Section 2.02(b) and no Conversion of any Advances
shall result in more separate Borrowings than permitted under Section 2.02(b).
Each such notice of a Conversion shall, within the restrictions specified above,
specify (i) the date of such Conversion, (ii) the Advances to be Converted, and
(iii) if such Conversion is into Eurodollar Rate Advances, the duration of the
initial Interest Period for each such Advance. Each notice of Conversion shall
be irrevocable and binding on the Borrower.



                                       17
<PAGE>

                  SECTION 2.09. Prepayments of Advances. (a) The Borrower may,
upon notice at least three Business Days' prior to the date of such prepayment,
in the case of Eurodollar Rate Advances, and not later than 11:00 A.M. (New York
City time) on the date of such prepayment, in the case of Base Rate Advances,
deliver to the Agent written notice stating the proposed date and aggregate
principal amount of the prepayment, and, if such notice is given, the Borrower
shall prepay the outstanding principal amount of the Advances comprising part of
the same Borrowing in whole or ratably in part, together with accrued interest
to the date of such prepayment on the principal amount prepaid; provided,
however, that (x) each partial prepayment shall be in an aggregate principal
amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof
and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the
Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant
to Section 8.04(c).

                  (b) In the event and on each occasion that any Net Cash
Proceeds are received by or on behalf of the Borrower or any Subsidiary in
respect of any Prepayment Event, the Borrower shall, immediately after such Net
Cash Proceeds are received, prepay the outstanding principal amount of the
Advances ratably in part, together with accrued interest to the date of such
prepayment on the principal amount prepaid, in an aggregate amount equal to such
Net Cash Proceeds; provided that in the event of any such prepayment of a
Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 8.04(c).

                  SECTION 2.10. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request 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 Eurodollar Rate Advances (excluding for purposes
of this Section 2.10 any such increased costs resulting from (i) Taxes or Other
Taxes (as to which Section 2.13 shall govern) and (ii) changes in the basis of
taxation of overall net income or overall gross income by the United States or
by the foreign jurisdiction or state under the laws of which such Lender is
organized or has its Applicable Lending Office or any political subdivision
thereof), then the Borrower shall from time to time, upon demand by such Lender
(with a copy of such demand to the Agent), pay to the Agent for the account of
such Lender additional amounts sufficient to compensate such Lender for such
increased cost, provided, however, that if a Lender fails to deliver a demand
for any additional compensation to which it is entitled under this Section
2.10(a) within 180 days after such Lender becomes entitled thereto, such Lender
shall only be entitled to additional compensation for any such amounts incurred
prior to the date of such demand that accrued from and after the date that is
180 days prior to the date such Lender delivers such demand and for all such
additional compensation that shall accrue on and after the date of such demand.
A certificate as to the amount of such increased cost, submitted to the Borrower
and the Agent by such Lender, shall be conclusive and binding for all purposes,
absent manifest error.

                  (b) If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's commitment
to lend hereunder and other commitments of this type, then, upon demand by such
Lender (with a copy of such demand to the Agent), the Borrower shall pay to the
Agent for the account of such Lender, from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender or such
corporation in the light of such circumstances, to the extent that such Lender
reasonably determines such increase in capital to be allocable to the existence
of such Lender's commitment to lend hereunder, provided, however, that if a
Lender fails to deliver a demand for any additional compensation to which it is
entitled under this Section 2.10(b) within 180 days after such Lender becomes
entitled thereto, such Lender shall only be entitled to additional compensation
for any such amounts incurred prior to the date of such demand that accrued from
and after the date that is 180 days prior to the date such Lender delivers such
demand and for all such additional compensation that shall accrue on and after
the date of such demand. A certificate as to such amounts submitted to the
Borrower and the Agent by such Lender shall be conclusive and binding for all
purposes, absent manifest error.

                  SECTION 2.11. Illegality. Notwithstanding any other provision
of this Agreement, if any Lender shall notify the Agent that the introduction of
or any change in or in the interpretation of any law or regulation makes it
unlawful, or any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurodollar Lending Office to perform its
obligations hereunder to make Eurodollar Rate Advances or to fund or



                                       18
<PAGE>

maintain Eurodollar Rate Advances hereunder, (a) each Eurodollar Rate Advance
will automatically, upon such demand, Convert into a Base Rate Advance and (b)
the obligation of the Lenders to make Eurodollar Rate Advances or to Convert
Advances into Eurodollar Rate Advances shall be suspended until the Agent shall
notify the Borrower and the Lenders that the circumstances causing such
suspension no longer exist.

                  SECTION 2.12. Payments and Computations. (a) The Borrower
shall make each payment hereunder, irrespective of any right of counterclaim or
set-off, not later than 11:00 A.M. (New York City time) on the day when due in
U.S. dollars to the Agent at the Agent's Account in same day funds. The Agent
will promptly thereafter cause to be distributed like funds relating to the
payment of principal or interest ratably (other than amounts payable pursuant to
Section 2.10, 2.13 or 8.04(c)) to the Lenders for the account of their
respective Applicable Lending Offices, and like funds relating to the payment of
any other amount payable to any Lender to such Lender for the account of its
Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 8.07(c), from and after the effective date specified in such Assignment
and Acceptance, the Agent shall make all payments hereunder and under any other
Loan Document in respect of the interest assigned thereby to the Lender assignee
thereunder, and the parties to such Assignment and Acceptance shall make all
appropriate adjustments in such payments for periods prior to such effective
date directly between themselves.

                  (b) The Borrower hereby authorizes each Lender, if and to the
extent payment owed to such Lender is not made when due hereunder or under any
other Loan Document held by such Lender, to charge from time to time against any
or all of the Borrower's accounts with such Lender any amount so due.

                  (c) All computations of interest based on the Base Rate shall
be made by the Agent on the basis of a year of 365 or 366 days, as the case may
be, and all computations of interest based on the Eurodollar Rate or the Federal
Funds Rate shall be made by the Agent on the basis of a year of 360 days, in
each case for the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest is payable. Each
determination by the Agent of an interest rate hereunder shall be conclusive and
binding for all purposes, absent manifest error.

                  (d) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest; provided, however,
that, if such extension would cause payment of interest on or principal of
Eurodollar Rate Advances to be made in the next following calendar month, such
payment shall be made on the next preceding Business Day.

                  (e) Unless the Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Lenders hereunder
that the Borrower will not make such payment in full, the Agent may assume that
the Borrower 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 Borrower shall not have so made such payment in full to
the Agent, each Lender shall repay to the Agent forthwith on demand such amount
distributed to such Lender together with interest thereon, for each day from the
date such amount is distributed to such Lender until the date such Lender repays
such amount to the Agent, at the Federal Funds Rate.

                  SECTION 2.13. Taxes. (a) Any and all payments by the Borrower
to or for the account of any Lender or the Agent hereunder or under any other
Loan Document or any other documents to be delivered hereunder shall be made, in
accordance with Section 2.12 or the applicable provisions of such other
documents, free and clear of and without deduction for any and all present or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender and the
Agent, taxes imposed on its overall net income, and franchise taxes imposed on
it in lieu of net income taxes, by the jurisdiction under the laws of which such
Lender or the Agent (as the case may be) is organized or any political
subdivision thereof and, in the case of each Lender, taxes imposed on its
overall net income, and franchise taxes imposed on it in lieu of net income
taxes, by the jurisdiction of such Lender's Applicable Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities in respect of payments
hereunder or under the Notes being hereinafter referred to as "Taxes"). If the
Borrower shall be required



                                       19
<PAGE>

by law to deduct any Taxes from or in respect of any sum payable hereunder or
under any other Loan Document or any other documents to be delivered hereunder
to any Lender or the Agent, (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 2.13) 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 Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
law.

                  (b) In addition, the Borrower shall pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or under any other
Loan Document or any other documents to be delivered hereunder or from the
execution, delivery or registration of, performing under, or otherwise with
respect to, this Agreement or the other Loan Documents or any other documents to
be delivered hereunder (hereinafter referred to as "Other Taxes").

                  (c) The Borrower shall indemnify each Lender and the Agent for
and hold it harmless against the full amount of Taxes or Other Taxes (including,
without limitation, taxes of any kind imposed or asserted by any jurisdiction on
amounts payable under this Section 2.13) imposed on or paid by such Lender or
the Agent (as the case may be) and any liability (including penalties, interest
and expenses) arising therefrom or with respect thereto. 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, provided that the Borrower shall not be
liable to any Lender for any such incremental taxes, interest or penalties that
could have been avoided had such Lender provided prompt and timely notice to the
Borrower of such Taxes or Other Taxes.

                  (d) Within 30 days after the date of any payment of Taxes, the
Borrower shall furnish to the Agent, at its address referred to in Section 8.02,
the original or a certified copy of a receipt evidencing such payment to the
extent such a receipt is issued therefor, or other written proof of payment
thereof that is reasonably satisfactory to the Agent. In the case of any payment
hereunder or under the Notes or any other documents to be delivered hereunder by
or on behalf of the Borrower through an account or branch outside the United
States or by or on behalf of the Borrower by a payor that is not a United States
person, if the Borrower determines that no Taxes are payable in respect thereof,
the Borrower shall furnish, or shall cause such payor to furnish, to the Agent,
at such address, an opinion of counsel acceptable to the Agent stating that such
payment is exempt from Taxes. For purposes of this subsection (d) and subsection
(e), the terms "United States" and "United States person" shall have the
meanings specified in Section 7701 of the Internal Revenue Code.

                  (e) Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of Citibank and on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender in the case of each other
Lender, and from time to time thereafter as reasonably requested in writing by
the Borrower (but only so long as such Lender remains lawfully able to do so),
shall provide each of the Agent and the Borrower with two original Internal
Revenue Service forms W-8BEN or W-8ECI, as appropriate, or any successor or
other form prescribed by the Internal Revenue Service, certifying that such
Lender is exempt from or entitled to a reduced rate of United States withholding
tax on payments pursuant to this Agreement or the Notes. If the form provided by
a Lender at the time such Lender first becomes a party to this Agreement
indicates a United States interest withholding tax rate in excess of zero,
withholding tax at such rate shall be considered excluded from Taxes unless and
until such Lender provides the appropriate forms certifying that a lesser rate
applies, whereupon withholding tax at such lesser rate only shall be considered
excluded from Taxes for periods governed by such form; provided, however, that,
if at the date of the Assignment and Acceptance pursuant to which a Lender
assignee becomes a party to this Agreement, the Lender assignor was entitled to
payments under subsection (a) in respect of United States withholding tax with
respect to interest paid at such date, then, to such extent, the term Taxes
shall include (in addition to withholding taxes that may be imposed in the
future or other amounts otherwise includable in Taxes) United States withholding
tax, if any, applicable with respect to the Lender assignee on such date. If any
form or document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service form W-8BEN
or W-8ECI, that the Lender reasonably considers to be confidential, the Lender
shall give notice thereof to the Borrower and shall not be obligated to include
in such form or document such confidential information.



                                       20
<PAGE>

                  (f) For any period with respect to which a Lender has failed
to provide the Borrower with the appropriate form, certificate or other document
described in Section 2.13(e) (other than if such failure is due to a change in
law, or in the interpretation or application thereof, occurring subsequent to
the date on which a form, certificate or other document originally was required
to be provided, or if such form, certificate or other document otherwise is not
required under subsection (e) above), such Lender shall not be entitled to
indemnification under Section 2.13(a) or (c) with respect to Taxes imposed by
the United States by reason of such failure; provided, however, that should a
Lender become subject to Taxes because of its failure to deliver a form,
certificate or other document required hereunder, the Borrower shall take such
steps as the Lender shall reasonably request to assist the Lender to recover
such Taxes.

                  SECTION 2.14. Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Advances owing to it (other
than pursuant to Section 2.10, 2.13 or 8.04(c)) in excess of its ratable share
of payments on account of the Advances obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participations in the
Advances owing to them as shall be necessary to cause such purchasing Lender to
share the excess payment ratably with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Lender's ratable share
(according to the proportion of (i) the amount of such 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 Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.14
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 Borrower in the amount of such
participation.

                  SECTION 2.15. Evidence of Debt. (a) Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Advance owing to
such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder in respect of
Advances. The Borrower agrees that upon notice by any Lender to the Borrower
(with a copy of such notice to the Agent) to the effect that a Note is required
or appropriate in order for such Lender to evidence (whether for purposes of
pledge, enforcement or otherwise) the Advances owing to, or to be made by, such
Lender, the Borrower shall promptly execute and deliver to such Lender a Note
payable to the order of such Lender in a principal amount up to the Commitment
of such Lender.

                  (b) The Register maintained by the Agent pursuant to Section
8.07(d) shall include a control account, and a subsidiary account for each
Lender, in which accounts (taken together) shall be recorded (i) the date and
amount of each Borrowing made hereunder, the Type of Advances comprising such
Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the
terms of each Assignment and Acceptance delivered to and accepted by it, (iii)
the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iv) the amount of any
sum received by the Agent from the Borrower hereunder and each Lender's share
thereof.

                  (c) Entries made in good faith by the Agent in the Register
pursuant to subsection (b) above, and by each Lender in its account or accounts
pursuant to subsection (a) above, shall be prima facie evidence of the amount of
principal and interest due and payable or to become due and payable from the
Borrower to, in the case of the Register, each Lender and, in the case of such
account or accounts, such Lender, under this Agreement, absent manifest error;
provided, however, that the failure of the Agent or such Lender to make an
entry, or any finding that an entry is incorrect, in the Register or such
account or accounts shall not limit or otherwise affect the obligations of the
Borrower under this Agreement.

                  SECTION 2.16. Use of Proceeds. The proceeds of the Advances
shall be available (and the Borrower agrees that it shall use such proceeds)
solely (a) to pay the cash consideration payable in the Equity Tender, (b) to
pay the cash consideration payable in the Debt Tender, (c) to repay certain of
Gaylord's existing bank debt and other existing debt and (d) to pay fees and
expenses in connection with the foregoing.



                                       21
<PAGE>

                  SECTION 2.17. Lending Office Designation. Each Lender agrees
that if it makes any demand for payment under Section 2.10, 2.11 or 2.13(a), or
if any adoption or change of the type described in Section 2.07(b) shall occur
with respect to it, it will use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions and so long as such efforts would
not be disadvantageous to it, as determined in its sole discretion) to designate
a different lending office if the making of such a designation would reduce or
obviate the need for the Borrower to make payments under Section 2.10. 2.11 or
2.13(a), or would eliminate or reduce the effect of any adoption or change
described in Section 2.07(b); provided, that such designation is made on terms
that, in the sole judgment of such Lender, cause such Lender and its lending
office(s) to suffer no economic, legal or regulatory disadvantage, and provided,
further, that nothing in this Section 2.17 shall affect or postpone any of the
obligations of any Borrower or the rights of any Lender pursuant to Section
2.10. 2.11 or 2.13(a).

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                  SECTION 3.01. Conditions Precedent to Effectiveness of Section
2.01. Section 2.01 of this Agreement shall become effective on and as of the
first date (the "Effective Date") on which the following conditions precedent
have been satisfied:

                  (a) The Agent (or its counsel) shall have received from each
         party hereto either (i) a counterpart of this Agreement signed on
         behalf of such party or (ii) written evidence satisfactory to the Agent
         (which may include telecopy transmission of a signed signature page of
         this Agreement) that such party has signed a counterpart of this
         Agreement.

                  (b) All conditions to the purchase of the Target Debt in the
         Debt Tender shall have been satisfied or waived, and the Target Debt
         tendered pursuant to the Debt Tender shall have been accepted for
         payment in accordance with the terms of the Debt Tender Documents
         without giving effect to any waiver or amendment thereof not approved
         by the Required Lenders, and, in any event, Inland Container and Inland
         Investments shall have received consents from the holders of a
         sufficient amount of the Target Debt pursuant to the Debt Tender to
         amend the Target Debt covenants in the indentures relating to the
         Target Debt as contemplated in the Debt Tender Documents.

                  (c) Gaylord's Board of Directors shall have recommended that
         the Gaylord stockholders tender their shares pursuant to the Equity
         Tender and, if applicable, vote in favor of the Merger, and all
         conditions to the purchase of the capital stock of Gaylord in the
         Equity Tender shall have been satisfied or waived, and the shares
         tendered pursuant to the Equity Tender shall have been accepted for
         payment in accordance with the terms of the Equity Tender Documents
         without giving effect to any waiver or amendment thereof not approved
         by the Required Lenders, and, in any event, Merger Sub and Inland
         Investments shall have accepted for payment no less than 2/3 of the
         outstanding capital stock of Gaylord.

                  (d) There shall have occurred no Material Adverse Change since
         December 29, 2001.

                  (e) There shall have occurred no material adverse change in
         the business, condition (financial or otherwise), properties,
         performance, prospects or operations of Gaylord and its subsidiaries,
         taken as a whole, since September 30, 2001.

                  (f) There shall exist no action, suit, investigation,
         litigation or proceeding affecting the Borrower or any of its
         Subsidiaries pending or threatened before any court, governmental
         agency or arbitrator that (i) could be reasonably likely to result in a
         Material Adverse Change, (ii) purports to affect the legality, validity
         or enforceability of any Loan Document or the consummation of any of
         the Debt Tender, the Equity Tender, the Merger or the other
         transactions contemplated hereby, (iii) could be reasonably likely to
         restrain, prevent or impose burdensome conditions on any of the Equity
         Tender, the Debt Tender, the Merger or the other transactions
         contemplated hereby, (iv) could be reasonably likely to prohibit, or
         impose any material limitations on, the Borrower's, Inland Investment's
         or Merger Sub's



                                       22
<PAGE>

         ownership or operation (or that of any of their respective subsidiaries
         or affiliates) of all or a material portion of their or Gaylord's
         business or assets, or to compel the Borrower, Inland Investment or
         Merger Sub or their respective subsidiaries and affiliates to dispose
         of or hold separate any material portion of the business or assets of
         Gaylord or the Borrower and their respective subsidiaries, in each case
         taken as a whole, (v) could be reasonably likely to obtain from
         Gaylord, the Borrower or any of their respective subsidiaries any
         damages that are material in relation to the Borrower and its
         Subsidiaries, taken as a whole, (vi) could be reasonably likely to
         impose material limitations on the ability of Merger Sub or Inland
         Investments, or to render Merger Sub or Inland Investments unable, to
         accept for payment or pay for the shares of capital stock of Gaylord
         tendered pursuant to the Equity Tender, (vii) could be reasonably
         likely to impose material limitations on the ability of Inland
         Container or Inland Investments, or to render Inland Container or
         Inland Investments unable, to accept for payment or pay for the Target
         Debt tendered pursuant to the Debt Tender or (viii) could be reasonably
         likely to impose material limitations on the ability of the Borrower,
         Inland Investments or Merger Sub to (A) exercise effectively full
         rights of ownership of capital stock of Gaylord purchased by it,
         including, without limitation, the right to vote such capital stock on
         all matters properly presented to Gaylord's stockholders or (B)
         exercise full rights of ownership of the instruments representing the
         Target Debt.

                   (g) All material governmental and third party consents
         necessary in connection with the Equity Tender, the Debt Tender, the
         Merger and the other transactions contemplated hereby shall have been
         obtained (without the imposition of any material conditions that are
         not acceptable to the Lenders) and shall remain in effect, and no law
         or regulation shall be applicable that results in any of the
         consequences referred to in clauses (i) through (viii) of paragraph (h)
         above. All applicable waiting periods shall have expired, and there
         shall be no governmental or judicial action, actual or threatened, that
         has a reasonable likelihood of resulting in any of the consequences
         referred to in clauses (i) through (viii) of paragraph (h) above.

                  (h) The Borrower shall have notified the Agent, on behalf of
         each Lender, in writing as to the proposed Effective Date.

                  (i) The Borrower shall have paid all accrued fees and expenses
         of the Agent and the Lenders (including the accrued fees and expenses
         of counsel to the Agent).

                  (j) On the Effective Date, the following statements shall be
         true and the Agent shall have received for the account of each Lender a
         certificate signed by a duly authorized officer of the Borrower, dated
         the Effective Date, stating that:

                           (i) the representations and warranties contained in
                  Section 4.01 are correct on and as of the Effective Date, and

                           (ii) no event has occurred and is continuing that
                  constitutes a Default.

                   (k) The Agent shall have received on or before the Effective
         Date the following, each dated such day, in form and substance
         satisfactory to the Agent and (except for the Notes) in sufficient
         copies for each Lender:

                           (i) the Notes to the order of each Lender to the
                  extent requested by such Lender pursuant to Section 2.15;

                           (ii) certified copies of the resolutions of the Board
                  of Directors of each of the Borrower and the Subsidiary Loan
                  Parties approving the Loan Documents to which it is a party,
                  and of all documents evidencing other necessary corporate
                  action and governmental approvals, if any, with respect to the
                  Loan Documents;



                                       23
<PAGE>

                           (iii) certificates of the Secretary or an Assistant
                  Secretary of each of the Borrower and the Subsidiary Loan
                  Parties certifying the names and true signatures of the
                  respective officers of each of the Borrower and the Subsidiary
                  Loan Parties, in each case authorized to sign the Loan
                  Documents and the other documents to be delivered hereunder to
                  which it is a party;

                           (iv) a favorable opinion of Grant Adamson, Senior
                  Counsel for the Borrower, substantially in the form of Exhibit
                  D-1 hereto and as to such other matters as any Lender through
                  the Agent may reasonably request;

                           (v) a favorable opinion of Skadden, Arps, Slate,
                  Meagher & Flom LLP, special counsel for the Borrower,
                  substantially in the form of Exhibit D-2 hereto and as to such
                  other matters as any Lender through the Agent may request;

                           (vi) a favorable opinion of local counsel in each
                  jurisdiction where a Mortgaged Property is located,
                  substantially in the form of Exhibit D-3 hereto; and

                           (vii) a favorable opinion of Cravath, Swaine & Moore,
                  counsel for the Agent, in form and substance satisfactory to
                  the Agent.

                  (l) The Agent shall have received (i) counterparts of the
         Pledge Agreement signed on behalf of Merger Sub, Inland Investments and
         Inland Container and (ii) all documents and instruments, including
         Uniform Commercial Code financing statements, required by law or
         reasonably requested by the Agent to be filed, registered or recorded
         to create or perfect the Liens intended to be created under the Pledge
         Agreement.

                  (m) The Agent shall have received counterparts of the Guaranty
         signed on behalf of TIFPC.

                  (n) The Agent shall have received (i) counterparts of a
         Mortgage with respect to each Mortgaged Property signed on behalf of
         the record owner of such Mortgaged Property and (ii) such site maps as
         may be required pursuant to such Mortgages or as the Collateral Agent
         or the Required Lenders may reasonably request.

                  (o) There shall have occurred no change, and there shall
         exist no circumstance or condition, in the loan syndication, financial,
         banking or capital markets generally that, in the judgment of the
         Agent, would materially impair the syndication of the Commitments.

                  (p) The Public Debt Ratings established by Moody's and S&P
         shall be no lower than Baa3 and BBB-, respectively.

                  SECTION 3.02. Conditions Precedent to Each Borrowing. The
obligation of each Lender to make an Advance on the occasion of each Borrowing
shall be subject to the conditions precedent that the Effective Date shall have
occurred and on the date of such Borrowing (a) the following statements shall be
true (and each of the giving of the applicable Notice of Borrowing and the
acceptance by the Borrower of the proceeds of such Borrowing shall constitute a
representation and warranty by the Borrower that on the date of such Borrowing
such statements are true):

                  (i) the representations and warranties contained in Section
         4.01 are correct on and as of such date, before and after giving effect
         to such Borrowing and to the application of the proceeds therefrom, as
         though made on and as of such date, except for representations and
         warranties expressly made as of an earlier date, which shall be correct
         on and as of such earlier date, and

                  (ii) no event has occurred and is continuing, or would result
         from such Borrowing or from the application of the proceeds therefrom,
         that constitutes a Default;



                                       24
<PAGE>

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.

                  SECTION 3.03. Determinations Under Section 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, 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 this Agreement
shall have received notice from such Lender prior to the date that the Borrower,
by notice to the Lenders, designates as the proposed Effective Date, specifying
its objection thereto. The Agent shall promptly notify the Lenders of the
occurrence of the Effective Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:

                  (a) Financial Condition. The consolidated balance sheet of the
         Borrower and its consolidated Subsidiaries as at December 29, 2001 and
         the related consolidated statements of income and of cash flows for the
         Fiscal Year ending on such date, reported on by Ernst & Young LLP,
         copies of which have heretofore been furnished to each Lender, present
         fairly the consolidated financial condition of the Borrower and its
         consolidated Subsidiaries as at such date, and the consolidated results
         of their operations and their consolidated cash flows for the Fiscal
         Year then ended. All such financial statements, including the related
         schedules and notes thereto, have been prepared in accordance with GAAP
         applied consistently throughout the periods involved (except as
         approved by such accountants or Responsible Officer, as the case may
         be, and as disclosed therein). Neither the Borrower nor any of its
         consolidated Subsidiaries had, at the date of the most recent balance
         sheet referred to above, any material guarantee obligation, contingent
         liability or liability for taxes, or any long-term lease or unusual
         forward or long-term commitment, including, without limitation, any
         interest rate or foreign currency swap or exchange transaction, which
         is not reflected in the foregoing statements or disclosed in the notes
         thereto. During the period from December 29, 2001 to and including the
         date hereof, there has been no sale, transfer or other disposition by
         the Borrower or any of its consolidated Subsidiaries of any material
         part of its business or property and no purchase or other acquisition
         of any business or property (including any capital stock of any other
         Person) material in relation to the consolidated financial condition of
         the Borrower and its consolidated Subsidiaries at the Effective Date.

                  (b) No Change. From December 29, 2001 to the date hereof there
         has been no development or event which constitutes or could reasonably
         be expected to constitute a Material Adverse Change.

                  (c) Corporate Existence; Compliance with Law. Each of the
         Borrower and its Material Subsidiaries (i) is duly organized, validly
         existing and in good standing under the laws of the jurisdiction of its
         organization, (ii) has the corporate power and authority, and the legal
         right, to own and operate its property, to lease the property it
         operates as lessee and to conduct the business in which it is currently
         engaged, (iii) is duly qualified as a foreign corporation and in good
         standing under the laws of each jurisdiction where its ownership, lease
         or operation of property or the conduct of its business requires such
         qualification, except for such jurisdictions in which the failure to be
         qualified would not cause a Material Adverse Change and (iv) is in
         compliance with all Requirements of Law except to the extent that the
         failure to comply therewith could not, in the aggregate, reasonably be
         expected to result in a Material Adverse Change.

                  (d) Corporate Power; Authorization; Enforceable Obligations.
         The Equity Tender, the Debt Tender, the Merger and the other
         transactions contemplated hereby to be entered into by the Borrower and
         its Subsidiaries, as the case may be, are within such entity's
         corporate powers and have been duly authorized by all necessary
         corporate and, if required, stockholder action. Each Loan Party has the



                                       25
<PAGE>

         corporate power and authority, and the legal right, to make, deliver
         and perform the Loan Documents to which it is a party (and, in the case
         of the Borrower, to borrow hereunder) and has taken all necessary
         corporate action to authorize the execution, delivery and performance
         of the Loan Documents to which it is a party (and, in the case of the
         Borrower, to authorize the borrowings on the terms and conditions of
         this Agreement and any Notes). No consent or authorization of, filing
         with, notice to or other act by or in respect of, any Governmental
         Authority or any other Person is required in connection with the Equity
         Tender, the Debt Tender, the Merger, the borrowings hereunder or with
         the execution, delivery, performance, validity or enforceability of the
         Loan Documents, except such as have been obtained or made and are in
         full force and effect and except filings necessary to perfect Liens
         created under the Loan Documents. This Agreement has been duly executed
         and delivered on behalf of the Borrower, and each other Loan Document
         to which any Loan Party is to be a party, when executed and delivered
         by such Loan Party, will be duly executed and delivered on behalf of
         such Loan Party. This Agreement constitutes, and each other Loan
         Document when executed and delivered will constitute, a legal, valid
         and binding obligation of each of the Loan Parties party thereto
         enforceable against such Loan Party in accordance with its terms,
         subject to the effects of bankruptcy, insolvency, fraudulent
         conveyance, reorganization, moratorium and other similar laws relating
         to or affecting creditors' rights generally, general equitable
         principles (whether considered in a proceeding in equity or at law) and
         an implied covenant of good faith and fair dealing.

                  (e) No Legal Bar. The execution, delivery and performance of
         the Equity Tender Documents, the Debt Tender Documents, the Merger
         Agreement, the Loan Documents, including the borrowings hereunder and
         the use of the proceeds thereof, will not violate any Requirement of
         Law or Contractual Obligation of the Borrower or of any of its
         Subsidiaries and will not result in, or require, the creation or
         imposition of any Lien on any of its or their respective properties or
         revenues pursuant to any such Requirement of Law or Contractual
         Obligation. No Requirement of Law or Contractual Obligation applicable
         to the Borrower or any of its Subsidiaries could reasonably be expected
         to result in a Material Adverse Change.

                  (f) No Material Litigation. No litigation, investigation or
         proceeding of or before any arbitrator or Governmental Authority is
         pending or, to the knowledge of the Borrower, threatened by or against
         the Borrower or any of its Subsidiaries or against any of its or their
         respective properties or revenues (i) with respect to any of the Loan
         Documents or any of the transactions contemplated hereby or thereby,
         including the Equity Tender, the Debt Tender and the Merger, or (ii)
         that could reasonably be expected to result in a Material Adverse
         Change.

                  (g) No Default. Neither the Borrower nor any of its
         Subsidiaries is in default under or with respect to any of its
         Contractual Obligations in any respect which could reasonably be
         expected to have a Material Adverse Change. No Default has occurred and
         is continuing.

                  (h) Ownership of Property; Liens. (i) Each of the Borrower and
         its Subsidiaries has good record and marketable title in fee simple to,
         or a valid leasehold interest in, all its real property (including its
         Mortgaged Property), and good title to, or a valid leasehold interest
         in, all its other property, and none of such property is subject to any
         Lien except as permitted by Section 5.02(a).

                           (ii) As of the Effective Date, neither the Borrower
                  nor any of its Subsidiaries has received notice of, or has
                  knowledge of, any pending or contemplated condemnation
                  proceeding affecting any Mortgaged Property or any sale or
                  disposition thereof in lieu of condemnation. Neither any
                  Mortgaged Property nor any interest therein is subject to any
                  right of first refusal, option or other contractual right to
                  purchase such Mortgaged Property or interest therein.

                  (i) Intellectual Property. The Borrower and each of its
         Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
         copyrights, technology, know-how and processes (collectively, the
         "Intellectual Property") necessary for the conduct of its business as
         currently conducted except for those the failure to own or license
         which could not reasonably be expected to result in a Material Adverse
         Change. No claim has been asserted and is pending by any Person
         challenging or questioning the use of any such Intellectual Property or
         the validity or effectiveness of any such Intellectual Property, the
         loss of which



                                       26
<PAGE>

         would reasonably be expected to result in a Material Adverse Change,
         nor does the Borrower know of any valid basis for any such claim. The
         use of such Intellectual Property by the Borrower and its Subsidiaries
         does not infringe on the rights of any Person, except for such claims
         and infringements that, in the aggregate, could not reasonably be
         expected to result in a Material Adverse Change.

                  (j) Taxes. Each of the Borrower and its Subsidiaries has filed
         or caused to be filed all tax returns which, to the knowledge of the
         Borrower, are required to be filed and has paid all taxes shown to be
         due and payable on said returns or on any assessments made against it
         or any of its property and all other taxes, fees or other charges
         imposed on it or any of its property by any Governmental Authority
         (other than any the amount or validity of which are currently being
         contested in good faith by appropriate proceedings and with respect to
         which reserves in conformity with GAAP have been provided on the books
         of the Borrower or its Subsidiaries, as the case may be); no tax Lien
         has been filed, and, to the knowledge of the Borrower, no claim is
         being asserted, with respect to any such tax, fee or other charge.

                  (k) Federal Regulations. (i) None of the Borrower and the
         Subsidiaries is engaged principally, or as one of its important
         activities, in the business of extending credit for the purpose of
         purchasing or carrying Margin Stock.

                           (ii) No part of the proceeds of any Advances will be
                  used for any purposes that violate the provisions of the
                  Regulations of the Federal Reserve Board. If requested by any
                  Lender or the Agent, the Borrower will furnish to the Agent
                  and each Lender a statement to the foregoing effect in
                  conformity with the requirements of FR Form G-1 or FR Form
                  U-1, as the case may be.

                  (l) ERISA. (i) Each Plan is in compliance in all material
         respects with the applicable provisions of ERISA, the Code and other
         federal or state law. Each Plan that is intended to qualify under
         Section 401(a) of the Code has received a favorable determination
         letter from the IRS and to the best knowledge of the Borrower, nothing
         has occurred that would cause the loss of such qualification. The
         Borrower and each Commonly Controlled Entity have made all required
         contributions to any Plan subject to Section 412 of the Code, and no
         application for a funding waiver or an extension of any amortization
         period pursuant to Section 412 of the Code has been made with respect
         to any Plan.

                           (ii) There are no pending or, to the best knowledge
                  of the Borrower, threatened claims, actions or lawsuits, or
                  actions by any Governmental Authority, with respect to any
                  Plan that has resulted or could reasonably be expected to
                  cause or result in a Material Adverse Change. There has been
                  no prohibited transaction or violation of the fiduciary
                  responsibility rules with respect to any Plan that has
                  resulted or could reasonably be expected to cause or result in
                  a Material Adverse Change.

                           (iii) (A) No ERISA Event has occurred or is
                  reasonably expected to occur that resulted or is reasonably
                  expected to result in a material liability of the Borrower or
                  any Commonly Controlled Entity; (B) no Pension Plan has any
                  Unfunded Pension Liability in an amount material to the
                  Borrower; (C) neither the Borrower nor any Commonly Controlled
                  Entity has incurred, or reasonably expects to incur, any
                  liability under Title IV of ERISA with respect to any Pension
                  Plan (other than premiums due and not delinquent under Section
                  4007 of ERISA); (D) neither the Borrower nor any Commonly
                  Controlled Entity has incurred, or reasonably expects to
                  incur, any liability (and no event has occurred which, with
                  the giving of notice under Section 4219 of ERISA, would result
                  in such liability) under Section 4201 or 4243 of ERISA with
                  respect to a Multiemployer Plan in an amount material to the
                  Borrower; (E) neither the Borrower nor any Commonly Controlled
                  Entity has engaged in a transaction that could be subject to
                  Section 4069 or 4212(c) of ERISA; and (F) no "prohibited
                  transaction" (as defined in Section 406 of ERISA and Section
                  4975 of the Code) that has resulted or could, with reasonable
                  likelihood, cause or result in a Material Adverse Change has
                  occurred with respect to any Plan.

                  (m) Investment Company Act; Other Regulations. The Borrower is
         not an "investment company", or a company "controlled" by an
         "investment company", within the meaning of the Investment



                                       27
<PAGE>

         Company Act of 1940, as amended. The Borrower is not subject to
         regulation under any Federal or State statute or regulation (other than
         Regulation X of the Federal Reserve Board) that limits its ability to
         incur Indebtedness.

                  (n) Purpose of Advances. The proceeds of the Advances shall be
         used by the Borrower solely (i) to pay the cash consideration payable
         in the Equity Tender, (ii) to pay the cash consideration payable in the
         Debt Tender, (iii) to pay the cash consideration payable in the Merger
         (including any payments in respect of appraisal rights pursuant to
         Section 262 of the Delaware General Corporation Law), (iv) to repay
         Gaylord's existing bank debt and other existing debt, in each case set
         forth on Schedule 4.01(n) and (v) to pay fees and expenses in
         connection with the foregoing.

                  (o) Environmental Matters. Other than exceptions to any of the
         following that could not, individually or in the aggregate, reasonably
         be expected to give rise to a Material Adverse Change:

                           (i) The facilities and properties owned, leased or
                  operated by the Borrower or any of its Subsidiaries (the
                  "Properties") and all operations at the Properties are in
                  compliance, and have in the last 5 years been in compliance,
                  in all material respects with all applicable Environmental
                  Laws, and there is no contamination at, under or about the
                  Properties or violation of any applicable Environmental Law
                  with respect to the Properties or the business operated by the
                  Borrower or any of its Subsidiaries (the "Business") which
                  could materially interfere with the continued operation of the
                  Properties.

                           (ii) Neither the Borrower nor any of its Subsidiaries
                  has received any notice of violation, alleged violation,
                  non-compliance, liability or potential liability regarding
                  environmental matters or compliance with applicable
                  Environmental Laws with regard to any of the Properties or the
                  Business, nor does the Borrower have knowledge or reason to
                  believe that any such notice will be received or is being
                  threatened.

                           (iii) Materials of Environmental Concern have not
                  been transported or disposed of from the Properties in
                  violation of, or in a manner or to a location which could
                  reasonably be expected to give rise to liability under, any
                  applicable Environmental Law, nor have any Materials of
                  Environmental Concern been generated, treated, stored or
                  disposed of at, on or under any of the Properties in violation
                  of, or in a manner that could reasonably be expected to give
                  rise to liability under, any applicable Environmental Law.

                           (iv) No judicial proceeding or governmental or
                  administrative action is pending or, to the knowledge of the
                  Borrower, threatened, under any Environmental Law to which the
                  Borrower or any Subsidiary is or will be named as a party with
                  respect to the Properties or the Business, nor are there any
                  consent decrees or other decrees, consent orders,
                  administrative orders or other orders, or other administrative
                  or judicial requirements outstanding under any Environmental
                  Law with respect to the Properties or the Business.

                           (v) There has been no release or threat of release of
                  Materials of Environmental Concern at or from the Properties,
                  or arising from or related to the operations of the Borrower
                  or any Subsidiary in connection with the Properties or
                  otherwise in connection with the Business, in violation of or
                  in amounts or in a manner that could reasonably give rise to
                  liability under Environmental Laws.

                  (p) Labor Matters. Except as, in the aggregate, could not
         reasonably be expected to result in a Material Adverse Change: (i)
         there are (A) no strikes against the Borrower or any of its
         Subsidiaries pending or, to the knowledge of the Borrower, threatened
         or (B) no other labor disputes, to the knowledge of the Borrower,
         pending or threatened against the Borrower or its Subsidiaries; (ii)
         hours worked by and payment made to employees of the Borrower and its
         Subsidiaries have not been in violation of the Fair Labor Standards Act
         or any other applicable Requirement of Law dealing with such matters;
         and (iii) all payments due from the Borrower or any of its Subsidiaries
         on account of employee health and welfare insurance have been paid or
         accrued as a liability on the books of the Borrower or the relevant
         Subsidiary.



                                       28
<PAGE>

                  (q) Accuracy of Information, etc. No statement or information
         contained in this Agreement, or any other document, certificate or
         statement furnished by or on behalf of the Borrower or any Subsidiary
         to the Agent or the Lenders, or any of them, by or on behalf of the
         Borrower or any Subsidiary for use in connection with the transactions
         contemplated by this Agreement, including preparation of the
         Information Memorandum, contained as of the date such statement,
         information, document or certificate was so furnished, any untrue
         statement of a material fact or omitted to state a material fact
         necessary to make the statements contained herein or therein not
         misleading. There is no fact known to the Borrower that could
         reasonably be expected to result in a Material Adverse Change that has
         not been expressly disclosed herein or in any other documents,
         certificates and statements furnished to the Agent and the Lenders for
         use in connection with the transactions contemplated hereby, including
         preparation of the Information Memorandum.

                  (r) Security Documents. (i) The Pledge Agreement is effective
         to create in favor of the Collateral Agent, for the ratable benefit of
         the Secured Parties, a legal, valid and enforceable security interest
         in the Collateral (as defined in the Pledge Agreement) and, when such
         Collateral is delivered to the Collateral Agent, the Pledge Agreement
         shall constitute a fully perfected first priority Lien on, and security
         interest in, all right, title and interest of each pledgor thereunder
         in such Collateral, in each case prior and superior in right to any
         other Person.

                           (ii) The Mortgages are effective to create, subject
                  to the Permitted Encumbrances (as defined in the Mortgages),
                  in favor of the Collateral Agent, for the ratable benefit of
                  the Secured Parties, a legal, valid and enforceable Lien on
                  all of the Subsidiary Loan Parties' right, title and interest
                  in and to the Mortgaged Properties thereunder and the proceeds
                  thereof, and when the Mortgages are filed in the offices
                  specified on Schedule 4.01(r), the Mortgages shall constitute
                  a Lien on, and security interest in, all right, title and
                  interest of the Subsidiary Loan Parties in such Mortgaged
                  Properties and the proceeds thereof, in each case prior and
                  superior in right to any other Person, other than with respect
                  to the rights of Persons pursuant to Liens expressly permitted
                  by Section 5.02(a).

                  (s) Indebtedness. After giving effect to the Debt Tender, the
         Equity Tender, the Merger and the other transactions contemplated
         hereby, the Borrower and the Subsidiaries have outstanding no
         Indebtedness or preferred stock other than (i) the Indebtedness created
         under the Loan Documents, (ii) Indebtedness of the Borrower and its
         Subsidiaries (x) incurred prior to giving effect to the Debt Tender,
         the Equity Tender, the Merger and the other transactions contemplated
         hereby and (y) disclosed in public filings and (iii) Indebtedness of
         Gaylord set forth on Schedule 4.01(s).

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

                  SECTION 5.01. Affirmative Covenants. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder:

                  (a) Financial Statements. The Borrower shall furnish to the
         Agent and each Lender:

                           (i) as soon as available, but in any event within 120
                  days after the end of each fiscal year of the Borrower, a copy
                  of the consolidated balance sheet of the Borrower and its
                  consolidated Subsidiaries as at the end of such year and the
                  related consolidated statements of income and retained
                  earnings and of cash flows for such year, setting forth in
                  each case in comparative form the figures for the previous
                  year, reported on without a "going concern" or like
                  qualification or exception, or qualification arising out of
                  the scope of the audit, by Ernst & Young LLP or other
                  independent certified public accountants of nationally
                  recognized standing; provided



                                       29
<PAGE>

                  that furnishing a copy of the Borrower's Annual Report on Form
                  10-K and Annual Report to Stockholders will satisfy the
                  requirements of this Section (a)(i); and

                           (ii) as soon as available, but in any event not later
                  than 60 days after the end of each of the first three
                  quarterly periods of each fiscal year of the Borrower, the
                  unaudited consolidated balance sheet of the Borrower and its
                  consolidated Subsidiaries as at the end of such quarter and
                  the related unaudited consolidated statements of income and
                  retained earnings and of cash flows of the Borrower and its
                  consolidated Subsidiaries for such quarter and the portion of
                  the fiscal year through the end of such quarter, setting forth
                  in each case in comparative form the figures for the previous
                  year, certified by a Responsible Officer as being fairly
                  stated in all material respects (subject to normal year-end
                  audit adjustments); provided that furnishing a copy of the
                  Borrower's Quarterly Report on Form 10-Q will satisfy the
                  requirements of this Section 5.01(a)(ii);

                  all such financial statements shall be prepared in reasonable
                  detail and in accordance with GAAP applied consistently
                  throughout the periods reflected therein and with prior
                  periods (except as approved by such accountants or officer, as
                  the case may be, and disclosed therein).

                  (b) Certificates; Other Information. The Borrower shall
         furnish to the Agent and each Lender:

                           (i) concurrently with the delivery of the financial
                  statements referred to in Sections 5.01(a)(i) and (ii), a
                  certificate of a Responsible Officer stating that, to the best
                  of such Responsible Officer's knowledge, during such period
                  the Borrower has observed or performed all of its covenants
                  and other agreements (and setting forth calculations showing
                  financial covenant compliance), and satisfied every condition,
                  contained in this Agreement and the other Loan Documents to be
                  observed, performed or satisfied by it, and that such
                  Responsible Officer has obtained no knowledge of any Default
                  except as specified in such certificate;

                           (ii) within five days after the same are sent, copies
                  of all financial statements and reports which the Borrower
                  sends to its stockholders, and within five days after the same
                  are filed, copies of all financial statements and reports
                  which the Borrower may make to, or file with, the Securities
                  and Exchange Commission or any successor or analogous
                  Governmental Authority; provided that the Borrower shall not
                  be required to deliver (A) filings for which confidential
                  treatment has been requested, (B) Registration Statements on
                  Form S-8, (C) Annual Reports on Form 11-K or (D) preliminary
                  prospectuses and the registration statements of which they are
                  a part; and

                           (iii) promptly, such additional financial and other
                  information as any Lender may from time to time reasonably
                  request.

                  (c) Payment of Obligations. The Borrower shall, and shall
         cause its Material Subsidiaries to, pay, discharge or otherwise satisfy
         at or before maturity or before they become delinquent, as the case may
         be, all its obligations of whatever nature, except where the amount or
         validity thereof is currently being contested in good faith by
         appropriate proceedings and reserves in conformity with GAAP with
         respect thereto have been provided on the books of the Borrower or its
         Subsidiaries, as the case may be.

                  (d) Conduct of Business and Maintenance of Existence. The
         Borrower shall, and shall cause its Material Subsidiaries to, continue
         to engage in business of the same general type as now conducted by it
         and preserve, renew and keep in full force and effect its corporate
         existence and take all reasonable action to maintain all rights,
         privileges and franchises necessary or desirable in the normal conduct
         of its business except as otherwise permitted pursuant to Section
         5.02(c); comply with all Contractual Obligations and Requirements of
         Law except to the extent that failure to comply therewith could not, in
         the aggregate, reasonably be expected to result in a Material Adverse
         Change.



                                       30
<PAGE>

                  (e) Maintenance of Property; Insurance. The Borrower shall,
         and shall cause its Material Subsidiaries to, keep all property useful
         and necessary in its business in good working order and condition;
         maintain through self-insurance or with financially sound and reputable
         insurance companies insurance on all its property in at least such
         amounts and against at least such risks as are usually insured against
         in the same general area by companies engaged in the same or a similar
         business; and furnish to the Agent, upon written request, full
         information as to the insurance carried.

                  (f) Books and Records. The Borrower shall, and shall cause its
         Material Subsidiaries to, keep proper books of records and account in
         which entries in conformity with GAAP and all Requirements of Law shall
         be made of all dealings and transactions in relation to its business
         and activities.

                  (g) Notices. The Borrower shall promptly give notice to the
         Agent and each Lender of:

                           (i) the occurrence of any Default;

                           (ii) any (A) default or event of default under any
                  Contractual Obligation of the Borrower or any of its
                  Subsidiaries or (B) litigation, investigation or proceeding
                  which may exist at any time between the Borrower or any of its
                  Subsidiaries and any Governmental Authority, which in either
                  case, if not cured or if adversely determined, as the case may
                  be, could reasonably be expected to have a Material Adverse
                  Effect;

                           (iii) the institution (or overt threat to institute)
                  of any litigation or investigation by any Person, including
                  any Governmental Authority, that exposes, in the Borrower's
                  reasonable and good faith judgment, the Borrower or its
                  Material Subsidiaries to liability in an amount aggregating
                  $10,000,000 or more (exclusive of claims to the extent covered
                  by insurance policies unless the insurers of such claims have
                  disclaimed such coverage or reserved the right to disclaim
                  such coverage on such claims and exclusive of claims to the
                  extent covered by the indemnity of a financially responsible
                  indemnitor in favor of the Borrower or its Material
                  Subsidiaries unless the indemnitor has disclaimed or reserved
                  the right to disclaim such coverage thereof) or any adverse
                  determination in any litigation involving a potential
                  liability of the Borrower or its Material Subsidiaries equal
                  to or greater than $10,000,000.

                           (iv) the following events, as soon as possible and in
                  any event within 30 days after the Borrower knows or has
                  reason to know thereof: (A) an ERISA Event that has resulted
                  or is reasonably expected to result in a material liability of
                  the Borrower or any Common Controlled Entity; (B) an increase
                  in the Unfunded Pension Liability of any Pension Plan in an
                  amount that would be material to the Borrower; (C) the
                  adoption of any amendment to a Plan subject to Section 412 of
                  the Code, if such amendment results in an increase in
                  contributions or Unfunded Pension Liability in an amount that
                  would be material to the Borrower; (D) a "prohibited
                  transaction" (as defined in Section 406 of ERISA and Section
                  4975 of the Code) that would result in any material liability
                  to the Borrower or any Commonly Controlled Entity; or (E) any
                  challenge by the IRS to the tax qualification of any Pension
                  Plan under Section 401 or 501 of the Code the adverse
                  determination of which would cause material liability to the
                  Borrower.

                           (v) any development or event which has resulted in or
                  could reasonably be expected to result in a violation of a
                  covenant contained herein.

         Each notice pursuant to this Section shall be accompanied by a
         statement of a Responsible Officer setting forth details of the
         occurrence referred to therein and stating what action the Borrower
         proposes to take with respect thereto.

                  (h) Environmental Laws. The Borrower shall, and shall cause
         its Material Subsidiaries to:

                           (i) Comply in all material respects with, and ensure
                  compliance in all material respects by all tenants and
                  subtenants, if any, with, all applicable Environmental Laws
                  and obtain



                                       31
<PAGE>

                  and comply in all material respects with and maintain, and
                  ensure that all tenants and subtenants obtain and comply in
                  all material respects with and maintain, any and all licenses,
                  approvals, notifications, registrations or permits required by
                  applicable Environmental Laws.

                           (ii) Conduct and complete all investigations,
                  studies, sampling and testing, and all remedial, removal and
                  other actions required under Environmental Laws and promptly
                  comply in all material respects with all material lawful
                  orders and directives of all Governmental Authorities
                  regarding Environmental Laws.

                  (i) Compliance with Laws and Material Contractual Obligations.
         The Borrower shall, and shall cause its Material Subsidiaries to,
         comply with all laws, rules, regulations and orders of any Governmental
         Authority and with all Contractual Obligations applicable to it or its
         property, except where the failure to do so, individually or in the
         aggregate, could not reasonably be expected to result in a Material
         Adverse Change. Notwithstanding the foregoing, the Borrower shall
         comply with Section 3 of the Commitment Letter and Section 2 of the Fee
         Letter.

                  (j) Inspection of Books and Records. (i) At any time during
         which no Default shall be continuing, the Borrower shall permit the
         Agent or the Lenders, or their respective representatives and agents,
         to visit and inspect any of the Properties of the Borrower or any
         Material Subsidiary, to examine all their respective books of account,
         records, reports, and other papers, to make extracts therefrom, and to
         discuss their respective affairs, finances and accounts with their
         respective officers and employees all at such reasonable times as may
         be reasonably requested; provided, however, that no Lender shall be
         entitled to more than one such visit during each calendar year.

                           (ii) At any time during which a Default shall be
                  continuing, the Borrower shall permit the Agent and the
                  Lenders from time to time, or their respective representatives
                  and agents, to visit and inspect any of the Properties of the
                  Borrower or any Subsidiary, to examine all their respective
                  books of account, records, reports and other papers, to make
                  copies and extracts therefrom (so long as, in the reasonable
                  opinion of the Borrower, the information to be copied does not
                  constitute proprietary information of its business operations)
                  and to discuss their respective affairs, finances and accounts
                  with their respective officers, employees and independent
                  public accountants (and by this provision the Borrower
                  authorizes said accountants to discuss the finances and
                  affairs of the Borrower and its Subsidiaries) all at such
                  times and as often as may be requested.

                  (k) Information Regarding Collateral. The Borrower shall
         furnish to the Collateral Agent prompt written notice of any change (i)
         in TIFPC's legal name or in any trade name used to identify it in the
         conduct of its business or in the ownership of its properties, (ii) in
         the location of TIFPC's chief executive office or principal place of
         business, (iii) in any Subsidiary Loan Party's identity or structure or
         (iv) in TIFPC's Federal Taxpayer Identification Number or
         organizational number. The Borrower agrees not to effect or permit any
         change referred to in the preceding sentence unless written notice has
         been delivered to the Collateral Agent, together with all applicable
         information to enable the Collateral Agent to make all filings under
         the Uniform Commercial Code or otherwise that are required in order for
         the Collateral Agent (on behalf of the Secured Parties) to continue at
         all times following such change to have a valid, legal and perfected
         security interest in all the Collateral.

                  (l) Merger. The Borrower shall, and shall cause Merger Sub to,
         effect promptly (using commercially reasonable efforts) the Merger in
         accordance with the terms of the Merger Agreement without giving effect
         to any amendment thereof not approved by the Required Lenders.

                  (m) Post-Closing Obligations. (i) Not later than five Business
         Days after the Effective Date, the Borrower shall deliver to the Agent
         (x) certificates or instruments representing all the outstanding
         capital stock of each of Gaylord and Merger Sub owned directly or
         indirectly by the Borrower and (y) stock powers and instruments of
         transfer, endorsed in blank, with respect to such certificates or other
         instruments.



                                       32
<PAGE>

                           (ii) On the day that the certificates or instruments
                  and stock powers or instruments of transfer described in
                  clause (i) above are delivered to the Agent, the Borrower
                  shall also deliver to the Agent a favorable opinion of
                  Skadden, Arps, Slate, Meagher & Flom LLP, in form and
                  substance satisfactory to the Agent, as to the creation and
                  perfection of the Liens intended to be created under the
                  Pledge Agreement.

                  SECTION 5.02. Negative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder:

                  (a) Limitation on Liens. (i) At any time prior to the
         consummation of a Material Equity Issuance and the application of the
         Net Cash Proceeds thereof as required by the terms of this Agreement,
         the Borrower shall not, nor shall it permit any of its Subsidiaries to,
         issue, assume or guarantee any Indebtedness secured by, or suffer to be
         created or incurred or to exist, any Lien of any kind upon, or pledge
         of, any Property or asset now owned or hereafter acquired by it and
         (ii) at any time thereafter, the Borrower shall not, nor shall it
         permit any of its Material Subsidiaries to, issue, assume or guarantee
         any Indebtedness secured by, or suffer to be created or incurred or to
         exist, any Lien of any kind upon, or pledge of, any Timberlands or any
         Principal Manufacturing Facility or the shares of any Material
         Subsidiary (other than a Subsidiary of a Financial Services
         Subsidiary), now owned or hereafter acquired without in any such case
         effectively providing that the Indebtedness hereunder shall be secured
         equally and ratably with (or prior to) such Indebtedness, except that
         the restrictions set forth in clauses (i) and (ii) of this paragraph
         (a) shall not apply to:

                           (i) Liens created under the Loan Documents;

                           (ii) Liens on any property acquired, constructed or
                  improved by the Borrower or any of its Subsidiaries after the
                  date hereof, which Liens are created within 180 days after
                  such acquisition (or in the case of property constructed or
                  improved, after the completion and commencement of commercial
                  operation of such property, whichever is later) to secure or
                  provide for the payment of the purchase price or cost thereof,
                  or existing Liens on property acquired, provided that such
                  Liens shall not apply to any property theretofore owned by the
                  Borrower or any of its Subsidiaries other than theretofore
                  unimproved real property;

                           (iii) Liens on any property acquired from a
                  corporation that is merged with or into the Borrower or one of
                  its Subsidiaries or Liens outstanding at the time any
                  corporation becomes a Subsidiary of the Borrower after the
                  date hereof;

                           (iv) Liens in favor of the Borrower or any
                  Subsidiary;

                           (v) Liens granted or incurred by any Financial
                  Services Subsidiary;

                           (vi) Mechanics', suppliers', tax and other like Liens
                  arising in the ordinary course of business securing
                  obligations that are not overdue or are being contested in
                  good faith by appropriate legal proceedings diligently
                  conducted, provided that the Person set aside on its books
                  such reserves or other appropriate provisions, if any, as
                  shall be required by GAAP;

                           (vii) Liens existing on the date of this Agreement
                  disclosed on Schedule 5.02(a);

                           (viii) Any Liens arising pursuant to any order of
                  attachment, distraint or similar legal process arising in
                  connection with court proceedings so long as the execution or
                  other enforcement thereof is effectively stayed and the claims
                  secured thereby are being contested in good faith by
                  appropriate proceedings, and adequate provision has been made
                  for the discharge thereof if adversely determined;

                           (ix) Liens securing Indebtedness of the Borrower or
                  its Subsidiaries not otherwise permitted by this Section
                  5.02(a) which does not, in the aggregate, exceed (A) at any
                  time prior to



                                       33
<PAGE>

                  the consummation of a Material Equity Issuance and the
                  application of the Net Cash Proceeds thereof as required by
                  the terms of this Agreement, $25,000,000 and (B) at any time
                  thereafter, when added to the outstanding principal amount of
                  Indebtedness permitted pursuant to Section 5.02(k)(xii), ten
                  percent (10%) of the Tangible Net Assets; and

                           (x) any extension, renewal or replacement (or
                  successive extensions, renewals or replacements), in whole or
                  in part, of any Lien referred to in the foregoing clauses
                  (ii), (iii), (iv), (v), (vi) or (vii), provided that the
                  amount of Indebtedness secured thereby is not increased.

         The Liens described in items (i) through (x) above are collectively
         referred to herein as the "Permitted Liens". The following types of
         transactions shall not be deemed to create Indebtedness secured by a
         Lien: (x) the mortgage, sale or other transfer of Timber in connection
         with an arrangement under which the Borrower or any of its Subsidiaries
         is obligated to cut such Timber or a portion thereof in order to
         provide the mortgagee or transferee with a specified amount of money,
         however determined, and (y) Liens in favor of governmental bodies of
         the United States of America or any state thereof to secure advance,
         progress or other payments pursuant to any contract or statute or to
         secure indebtedness incurred to finance the purchase price or cost of
         constructing or improving the property subject to such Liens.
         Notwithstanding the foregoing, the Borrower shall not, nor shall it
         permit any of its Subsidiaries to, issue, assume or guarantee any
         Indebtedness (other than Indebtedness created under the Loan Documents)
         secured by, or suffer to be created or incurred or to exist, any Lien
         of any kind upon, or pledge of, any Collateral, if such Lien or pledge
         would rank equally and ratably with (or prior to) the Liens created and
         the pledges effected pursuant to the Loan Documents.

                  (b) Disposition of Assets. (i) At any time prior to the
         consummation of a Material Equity Issuance and the application of the
         Net Cash Proceeds thereof as required by the terms of this Agreement,
         the Borrower shall not, nor shall it permit any Subsidiary to, directly
         or indirectly, sell, assign, lease, convey, transfer or otherwise
         dispose of (whether in one or a series of transactions) Property or
         assets that (A) constitute part of the Collateral (other than as
         expressly permitted in the applicable Security Document) or (B) have an
         aggregate fair market value in excess of $50,000,000; provided that
         notwithstanding the foregoing, a Financial Services Subsidiary may
         sell, assign, lease, convey, transfer or otherwise dispose of assets
         constituting, in the aggregate, less than substantially all of the
         assets of such Financial Services Subsidiary.

                           (ii) At any time thereafter, the Borrower shall not,
                  nor shall it permit any Material Subsidiary to, directly or
                  indirectly, sell, assign, lease, convey, transfer or otherwise
                  dispose of (whether in one or a series of transactions)
                  Property or assets that (A) constitute part of the Collateral
                  (other than as expressly permitted in the applicable Security
                  Document) or (B) would constitute a Substantial Portion to any
                  Person other than a Wholly-Owned Subsidiary, or enter into any
                  agreement to do any of the foregoing;

                  provided that any sale, assignment, lease, conveyance,
         transfer or other disposition otherwise permitted hereby shall not be
         permitted unless made for fair value (as certified to the Agent in
         writing by the chief financial officer of the Borrower) and for
         consideration at least 80% of which is cash.

                  Notwithstanding anything in this Agreement or the Security
         Documents to the contrary, the Borrower shall cause TIFPC to (x)
         maintain aggregate fee simple ownership of not less than 375,000 acres
         of Timberlands in Hardin, Newton and San Augustine Counties, Texas and
         (y) limit the volume of Timber harvested and removed from the Mortgaged
         Property so that it does not exceed an aggregate amount of 150,000
         cords during the term of this Agreement.

                  (c) Consolidation and Mergers. The Borrower shall not, nor
         shall it permit any Material Subsidiary to, consolidate or merge with
         or into any Person, directly or indirectly, whether by operation of law
         or otherwise, or agree to enter into any similar arrangement, except
         that a Subsidiary may merge into the Borrower or a Wholly-Owned
         Subsidiary.



                                       34
<PAGE>

                  (d) Transactions with Affiliates. The Borrower shall not, nor
         shall it permit any of its Material Subsidiaries to, enter, directly or
         indirectly, into or be a party to any arrangement, agreement or
         transaction (including the purchase, sale, lease or exchange of any
         Property or the rendering of any services) with any Affiliate of the
         Borrower, unless and except to the extent that such arrangement,
         agreement or transaction (i) is determined in good faith by the
         Borrower and, if applicable, such Subsidiary to be in the best interest
         of the Borrower and its Subsidiaries taken as a whole, (ii) is an
         arrangement, agreement or transaction of a kind which would be entered
         into by a prudent Person in the position of the Borrower or such
         Subsidiary, taking into account and having due regard for the best
         interest of the Borrower and its Subsidiaries taken as a whole, and
         (iii) is not financially disadvantageous to the Borrower.

                  (e) Use of Proceeds. The Borrower shall use the proceeds of
         the Advances only for the purposes described in Section 4.01(n).

                  (f) Restrictions on Subsidiaries. The Borrower shall not, and
         shall not permit any of its Subsidiaries to, enter into any contract,
         agreement or other arrangement that restricts or limits in any manner,
         or incur or permit to exist any restriction (other than customary
         restrictions imposed by corporate law or customary contractual
         non-assignment provisions) on, the ability of any Subsidiary of the
         Borrower to (i) make distributions on or with respect to its equity
         securities to the Borrower or any other Subsidiary of the Borrower,
         (ii) repay obligations to the Borrower or any other Subsidiary of the
         Borrower or (iii) transfer Property to the Borrower or any other
         Subsidiary of the Borrower (other than such restrictions or limitations
         on such Property transfers imposed pursuant to Permitted Liens and
         other Liens that are not prohibited by Section 5.02(a)); provided that,
         TIFC is permitted to incur any such restriction to the extent required
         in connection with any accounts receivable securitization otherwise
         permitted hereby.

                  (g) Sale and Leaseback Transactions. The Borrower shall not,
         and shall not permit any Subsidiary to, (i) at any time prior to the
         consummation of a Material Equity Issuance and the application of the
         Net Cash Proceeds thereof as required by the terms of this Agreement,
         enter into any Sale and Leaseback Transaction unless the amount of
         Attributable Debt incurred, created or assumed by the Borrower and the
         Subsidiaries in connection with such transaction does not exceed one
         hundred percent (100%) of the fair market value of the applicable
         Property or assets, as the case may be, at the time of such lease, plus
         the cost of repair, alteration or improvement thereof and (ii) at any
         time thereafter, enter into any Sale and Leaseback Transaction with
         respect to any Timberlands or Principal Manufacturing Facility unless
         the amount of Attributable Debt incurred, created or assumed by the
         Borrower and the Subsidiaries in connection with such transaction does
         not exceed one hundred percent (100%) of the fair market value of the
         applicable Timberlands or Principal Manufacturing Facility, as the case
         may be, at the time of such lease, plus the cost of repair, alteration
         or improvement thereof, and in the case of clauses (i) and (ii) of this
         paragraph (g) either:

                           (i) after the consummation of such transaction, and
                  after giving effect thereto, (x) if the consummation of such
                  transaction occurs prior to the consummation of a Material
                  Equity Issuance and the application of the Net Cash Proceeds
                  thereof as required by the terms of this Agreement, the
                  aggregate amount of Attributable Debt in connection with such
                  Sale and Leaseback Transaction and all other Attributable Debt
                  in respect of Sale and Leaseback Transactions of the Borrower
                  and the Subsidiaries at such time (other than Sale and
                  Leaseback Transactions the proceeds of which have been
                  actually applied to the prepayment of Indebtedness in
                  accordance with subsection (ii) hereof) shall not exceed
                  $10,000,000 and (y) at any time thereafter, the sum of:

                                    (A) the aggregate amount of Attributable
                           Debt in connection with such Sale and Leaseback
                           Transaction and all other Attributable Debt in
                           respect of Sale and Leaseback Transactions of the
                           Borrower and the Subsidiaries at such time (other
                           than Sale and Leaseback Transactions the proceeds of
                           which have been actually applied to the prepayment of
                           Indebtedness in accordance with subsection (ii)
                           hereof); plus

                                    (B) the aggregate amount of all Indebtedness
                           secured by Liens permitted in accordance with Section
                           5.02(a)(ix) at such time; plus



                                       35
<PAGE>

                                    (C) the aggregate amount of all Indebtedness
                           of Subsidiaries permitted in accordance with Section
                           5.02(k)(xii) at such time, shall not exceed ten
                           percent (10%) of Tangible Net Assets computed at such
                           time; or

                           (ii) the Borrower shall, and in any such case the
                  Borrower covenants that it will, apply an amount equal to the
                  fair market value of the Property so leased to the repayment,
                  within 180 days of the effective date of any such Sale and
                  Leaseback Transaction, of Advances (in accordance with the
                  provisions of Section 2.05 hereof) or of Funded Indebtedness
                  of the Borrower that ranks on a parity with the Advances.

         Notwithstanding the foregoing, the Borrower shall not, and shall not
         permit any Subsidiary to, enter into any Sale and Leaseback Transaction
         with respect to any Property or assets included in the Collateral.

                  (h) Accounting Changes. The Borrower shall not make any
         significant change in accounting treatment or reporting practices,
         except as required or permitted by GAAP.

                  (i) Minimum Interest Coverage Ratio. The Borrower shall not
         permit the Interest Coverage Ratio, as measured as of the last day of
         each Fiscal Quarter, to be less than 3.00:1.00.

                  (j) Maximum Leverage Ratio. The Borrower shall not permit the
         Leverage Ratio at any time to be greater than 0.60:1.00.

                  (k) Incurrence of Debt. (i) At any time prior to the
         consummation of a Material Equity Issuance and the application of the
         Net Cash Proceeds thereof as required by the terms of this Agreement,
         the Borrower shall not, and shall not permit any Subsidiary to, create,
         incur, assume or suffer to exist (each an "Incurrence") any
         Indebtedness and (ii) at any time thereafter, the Borrower shall not
         permit any Subsidiary to Incur any Indebtedness; provided, however,
         that the restrictions set forth in clauses (i) and (ii) of this
         paragraph (k) shall not apply to any of the following:

                           (i) Indebtedness created under the Loan Documents;

                           (ii) Indebtedness secured by a Lien on assets of the
                  Borrower or such Subsidiary permitted pursuant to Section
                  5.02(a);

                           (iii) Indebtedness of a Person existing at the time
                  such Person is merged into, or consolidated with, the Borrower
                  or a Subsidiary or at the time of a sale, lease, or other
                  disposition of the Properties of such Person (or any division
                  thereof) as an entirety or substantially as an entirety to the
                  Borrower or a Subsidiary; and Indebtedness of a Person
                  existing at the time such Person first becomes a Subsidiary;

                           (iv) Indebtedness existing on the date of this
                  Agreement, including any borrowings under any agreements in
                  effect on the Effective Date in accordance with the terms of
                  such agreements in effect on the Effective Date;

                           (v) Indebtedness owing to, or held by, the Borrower
                  or another Subsidiary;

                           (vi) Indebtedness created in connection with, or with
                  a view to, compliance by the Borrower or such Subsidiary with
                  the requirements of any program adopted by any federal, state,
                  or local Governmental Authority and applicable to the Borrower
                  or such Subsidiary and, in the case of such Indebtedness
                  incurred by a Subsidiary, providing financial or tax benefits
                  to such Subsidiary that are not available directly to the
                  Borrower;

                           (vii) Indebtedness of the Borrower or a Subsidiary
                  incurred to pay all or any part of the purchase price or the
                  cost of construction of Property or equipment acquired by the
                  Borrower or such Subsidiary; provided, however, that such
                  Indebtedness is incurred within one (1) year after



                                       36
<PAGE>

                  acquisition, or completion of construction and full operation,
                  whichever is later; and provided, further, that the aggregate
                  amount of such Indebtedness does not exceed one hundred
                  percent (100%) of the expense incurred to purchase or
                  construct, and to repair, alter, or improve, such real
                  Property, equipment, or fixed assets;

                           (viii) Indebtedness of the Borrower or a Subsidiary
                  incurred to construct additions, substantial repairs or
                  alterations or substantial improvements to Properties of the
                  Borrower or such Subsidiary; provided, however, that the
                  principal amount of such Indebtedness does not exceed the
                  expense incurred to construct such additions, substantial
                  repairs or alterations or substantial improvements; and
                  provided, further, that such Indebtedness is incurred within
                  one (1) year after the completion of construction and full
                  operation;

                           (ix) Indebtedness in respect of obligations issued by
                  a state, a territory or a possession of the United Sates 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) of the Code (or any
                  successor to such provision) as in effect at the time of
                  issuance of such obligations;

                           (x) Indebtedness of any Financial Services
                  Subsidiary;

                           (xi) Any extension, renewal, or replacement (or
                  successive extension, renewal, or replacement), in whole or in
                  part, of any Indebtedness referred to in the foregoing Section
                  5.02(k)(i) through Section 5.02(k)(x), inclusive; provided,
                  however, that the principal amount of Indebtedness so Incurred
                  pursuant to such extension, renewal, or replacement and not
                  otherwise permitted by the foregoing Section 5.02(k)(i)
                  through Section 5.02(k)(x) shall not exceed the sum of:

                                    (A) the principal amount of Indebtedness so
                           extended, renewed, or replaced; plus

                                    (B) any premium or fees payable in
                           connection with such extension, renewal, or
                           replacement; and

                           (xii) Indebtedness not otherwise permitted pursuant
                  to this Section 5.02(k); provided, however, that after the
                  Incurrence of any such Indebtedness, no Default shall have
                  occurred or be continuing, and the sum of:

                                    (A) the aggregate amount of such
                           Indebtedness and all other Indebtedness permitted
                           only pursuant to this Section 5.02(k)(xii); plus

                                    (B) the aggregate amount of all Indebtedness
                           secured by Liens permitted only by virtue of Section
                           5.02(a)(ix) at such time; plus

                                    (C) the aggregate amount of all Attributable
                           Debt in respect of Sale and Leaseback Transactions of
                           the Borrower and the Subsidiaries at such time (other
                           than Sale and Leaseback Transactions, the proceeds of
                           which have been actually applied to the prepayment of
                           Indebtedness in accordance with Section 5.02(g)(ii));

                  shall not exceed (i) at any time prior to the consummation of
                  a Material Equity Issuance and the application of the Net Cash
                  Proceeds thereof as required by the terms of this Agreement,
                  $60,000,000 and (ii) at any time thereafter, ten percent (10%)
                  of Tangible Net Assets computed at such time. Any Person that
                  becomes a Subsidiary after the Effective Date shall be deemed
                  to have incurred, at the time it becomes a Subsidiary, all
                  Indebtedness of such Person outstanding at such time. All
                  Indebtedness of any Person that merges into or consolidates
                  with any Subsidiary after the



                                       37
<PAGE>

                  Effective Date shall be deemed to have been incurred by such
                  Subsidiary at the time of the consummation of such
                  transaction.

                  (l) Restricted Payments; Certain Payments of Indebtedness. (i)
         The Borrower will not, nor will it permit any Subsidiary to, declare or
         make, or agree to pay or make, directly or indirectly, any Restricted
         Payment, except:

                                    (A) the Borrower may declare and pay
                           dividends with respect to its capital stock;

                                    (B) Subsidiaries of the Borrower may make
                           Restricted Payments to the Borrower and to wholly
                           owned Subsidiaries of the Borrower and may declare
                           and pay dividends ratably with respect to their
                           capital stock;

                                     (C) the Borrower may make Restricted
                           Payments pursuant to and in accordance with stock
                           option plans or other benefit plans for directors,
                           officers, consultants, advisors or employees of the
                           Borrower and its Subsidiaries, including the
                           redemption or purchase of shares of common stock of
                           the Borrower held by former employees of the Borrower
                           or any Subsidiary following the termination of their
                           employment in an aggregate amount not exceeding
                           during any fiscal year the amount equal to two times
                           the aggregate amount of Restricted Payments made by
                           the Borrower pursuant to such plans during the last
                           fiscal year ended prior to the Effective Date,
                           provided that exercises of stock options issued
                           pursuant to stock option plans existing on the
                           Effective Date in accordance with the terms of such
                           plans in effect on the Effective Date shall not be
                           included in the calculation of such amount and there
                           shall be no limit on Restricted Payments made in
                           connection with such exercises;

                                    (D) the Borrower and its Subsidiaries may
                           pay the cash consideration payable in the Debt
                           Tender, the cash consideration payable in the Equity
                           Tender and the cash consideration payable in the
                           Merger (including any payments in respect of
                           appraisal rights pursuant to Section 262 of the
                           Delaware General Corporation Law); and

                                    (E) each Financial Services Subsidiary may
                           pay dividends with respect to its preferred stock in
                           an aggregate amount not exceeding the amount of such
                           dividends required to be paid pursuant to the terms
                           of the documents governing such preferred stock.

                           (ii) The Borrower will not, nor will it permit any
                  Subsidiary to, make or agree to pay or make, directly or
                  indirectly, any payment or other distribution (whether in
                  cash, securities or other property) in respect of principal of
                  or interest on any Indebtedness, or any payment or other
                  distribution (whether in cash, securities or other property),
                  including any sinking fund or similar deposit, on account of
                  the purchase, redemption, retirement, acquisition, cancelation
                  or termination of any Indebtedness, except:

                                    (A) payment of Indebtedness created under
                           the Loan Documents;

                                    (B) payment of regularly scheduled interest
                           and principal payments as and when due in respect of
                           any Indebtedness (x) of the Borrower or (y) permitted
                           under Section 5.02(k);

                                    (C) refinancings of Indebtedness of the
                           Borrower and, to the extent permitted by clause (xi)
                           of Section 5.02(k), of any Subsidiary; and

                                    (D) payment of secured Indebtedness that
                           becomes due as a result of the voluntary sale or
                           transfer of the property or assets securing such
                           Indebtedness.



                                       38
<PAGE>

                           (iii) The Borrower will not, nor will it permit any
                  Subsidiary to, enter into or be party to, or make any payment
                  under, any Synthetic Purchase Agreement unless (A) in the case
                  of any Synthetic Purchase Agreement related to any shares of
                  capital stock of the Borrower, the payments required to be
                  made by the Borrower are limited to amounts permitted to be
                  paid under clause (i) of Section 5.02(l), (B) in the case of
                  any Synthetic Purchase Agreement related to any Restricted
                  Indebtedness, the payments required to be made by the Borrower
                  or the Subsidiaries thereunder are limited to the amount
                  permitted under clause (ii) of Section 5.02(l) and (C) in the
                  case of any Synthetic Purchase Agreement, the obligations of
                  the Borrower and the Subsidiaries thereunder are subordinated
                  to the Obligations on terms satisfactory to the Required
                  Lenders.

                  (m) Margin Regulations. Notwithstanding anything to the
         contrary set forth in this Agreement or any other Loan Document, the
         Borrower will not, nor will it permit any Subsidiary to, take or fail
         to take any action, including but not limited to any action with
         respect to the Collateral or the Mortgaged Property, if that would, in
         the reasonable judgment of the Agent, result in a violation of the
         Margin Regulations.

                  (n) Transactions with TIFC. Notwithstanding anything in this
         Credit Agreement to the contrary, neither the Borrower nor any of its
         Subsidiaries shall (i) directly or indirectly, sell, assign, lease,
         convey, transfer or otherwise dispose of (whether in one or a series of
         transactions) Property or assets to TIFC, except that the Borrower or
         its Subsidiaries may sell or contribute all or a portion of its
         accounts receivables to TIFC for consideration that is equivalent to
         the fair market value (taking into account customary discounts
         prevailing in the market for similar transactions) for such assets in
         connection with any accounts receivable securitization that is
         otherwise permitted hereunder, (ii) make loans, investments,
         distributions or contributions to TIFC, except that the Borrower or any
         such Subsidiary may make loans (including performance guaranties),
         contributions or investments to TIFC to the extent required in
         connection with any accounts receivable securitization to which TIFC is
         a party; provided that, the maximum amount of all such accounts
         receivable securitization transactions of TIFC may not exceed at any
         time 10% of the Tangible Net Assets, or (iii) merge or consolidate with
         or into TIFC.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

                  SECTION 6.01. Events of Default. If any of the following
events ("Events of Default") shall occur and be continuing:

                  (a) The Borrower shall fail to pay any principal of any
         Advance when due in accordance with the terms hereof; or the Borrower
         shall fail to pay any interest on any Advance, or any other amount
         payable hereunder, within three days after any such interest or other
         amount becomes due in accordance with the terms hereof (after giving
         effect to any grace period with respect thereto); or

                  (b) Any representation or warranty made or deemed made by the
         Borrower herein or in any Note or which is contained in any
         certificate, document or financial or other statement furnished by it
         at any time under or in connection with this Agreement or any such
         other Loan Document shall prove to have been incorrect in any material
         respect on or as of the date made or deemed made; or

                  (c) The Borrower shall default in the observance or
         performance of any agreement contained in Section 5.01(m), Section 5.02
         or the last sentence of Section 5.01(i); or

                  (d) The Borrower or any Subsidiary shall default in the
         observance or performance of any other agreement contained in this
         Agreement, any Note or any other Loan Document (other than as provided
         in paragraphs (a) through (c) of this section), and such default shall
         continue unremedied for a period of 30 days; or



                                       39
<PAGE>

                  (e) The Borrower or any of its Subsidiaries shall (i) default
         in any payment of principal of or interest of any Indebtedness
         (including any Contingent Obligations, but excluding the Advances) when
         the same shall become due and payable as provided in the instrument or
         agreement under which such Indebtedness was created on the date such
         Indebtedness was created; or (ii) default in the observance or
         performance of any other agreement or condition relating to any such
         Indebtedness or contained in any instrument or agreement evidencing,
         securing or relating thereto, or any other event shall occur or
         condition exist, the effect of which default or other event or
         condition is to cause, or to permit the holder or holders of such
         Indebtedness or beneficiary or beneficiaries (or a trustee or agent on
         behalf of such holder or holders or beneficiary or beneficiaries) to
         cause (with or without the giving of notice, the lapse of time or both
         if required) such Indebtedness to become due prior to its stated
         maturity; provided, however, that no Default or Event of Default shall
         exist under this paragraph unless the aggregate amount of Indebtedness
         in respect of which any default or other event or condition referred to
         in this paragraph shall have occurred shall be equal to at least
         $10,000,000; or

                  (f) (i) The Borrower or any of its Material Subsidiaries shall
         commence any case, proceeding or other action (A) under any existing or
         future law of any jurisdiction, domestic or foreign, relating to
         bankruptcy, insolvency, reorganization or relief of debtors, seeking to
         have an order for relief entered with respect to it, or seeking to
         adjudicate it a bankrupt or insolvent, or seeking reorganization,
         arrangement, adjustment, winding-up, liquidation, dissolution,
         composition or other relief with respect to it or its debts, or (B)
         seeking appointment of a receiver, trustee, custodian, conservator or
         other similar official for it or for all or any substantial part of its
         assets, or the Borrower or any of its Material Subsidiaries shall make
         a general assignment for the benefit of its creditors; or (ii) there
         shall be commenced against the Borrower or any of its Material
         Subsidiaries any case, proceeding or other action of a nature referred
         to in clause (i) above which (A) results in the entry of an order for
         relief or any such adjudication or appointment or (B) remains
         undismissed, undischarged or unbonded for a period of 60 days; or (iii)
         there shall be commenced against the Borrower or any of its Material
         Subsidiaries any case, proceeding or other action seeking issuance of a
         warrant of attachment, execution, distraint or similar process against
         all or any substantial part of its assets which results in the entry of
         an order for any such relief which shall not have been vacated,
         discharged, or stayed or bonded pending appeal within 60 days from the
         entry thereof; or (iv) the Borrower or any of its Material Subsidiaries
         shall take any action in furtherance of, or indicating its consent to,
         approval of, or acquiescence in, any of the acts set forth in clause
         (i), (ii), or (iii) above; or (v) the Borrower or any of its Material
         Subsidiaries shall generally not, or shall be unable to, or shall admit
         in writing its inability to, pay its debts as they become due; or

                  (g) (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan or any Lien in favor of the PBGC or a Plan
         shall arise on the assets of the Borrower or any Commonly Controlled
         Entity, (iii) a Reportable Event shall occur with respect to, or
         proceedings shall commence to have a trustee appointed, or a trustee
         shall be appointed, to administer or to terminate, any Pension Plan,
         which Reportable Event or commencement of proceedings or appointment of
         a trustee is, in the reasonable opinion of the Required Lenders, likely
         to result in the termination of such Plan for purposes of Title IV of
         ERISA, (iv) any Pension Plan shall terminate for purposes of Title IV
         of ERISA, (v) the Borrower or any Commonly Controlled Entity shall, or
         in the reasonable opinion of the Required Lenders is likely to, incur
         any liability in connection with a withdrawal from, or the Insolvency
         or Reorganization of, a Multiemployer Plan or (vi) any ERISA Event or
         other similar event or condition shall occur or exist with respect to a
         Plan; and in each case in clauses (i) through (vi) above, such event or
         condition, together with all other such events or conditions, if any,
         could result in a Material Adverse Change; or

                  (h) One or more judgments or decrees shall be entered against
         the Borrower or any of its Material Subsidiaries involving in the
         aggregate a liability (not paid or fully covered by insurance) of
         $10,000,000 or more, and all such judgments or decrees shall not have
         been vacated, discharged, stayed or bonded pending appeal within 60
         days from the entry thereof;

                  (i) A Change of Control shall occur;



                                       40
<PAGE>

                  (j) Any Security Document, or any material provision of any
         Security Document, shall cease to be in full force or effect (other
         than pursuant to the terms hereof or thereof or as a result of acts or
         omissions of the Agent or any Lender) or any Loan Party shall deny or
         disaffirm in writing such Loan Party's obligations under any Security
         Document; or

                  (k) Any Lien purported to be created under any Security
         Document shall cease to be, or shall be asserted by any Loan Party not
         to be, a valid and perfected Lien on any Collateral, with the priority
         required by the applicable Security Document, except (i) as a result of
         the sale or other disposition of the applicable Collateral in a
         transaction permitted under the Loan Documents or (ii) as a result of
         the Agent's failure to maintain possession of any stock certificates,
         promissory notes, certificates of title or other instruments delivered
         to it under the Pledge Agreement;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
obligation of each Lender to make Advances to be terminated, whereupon the same
shall forthwith terminate, and (ii) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrower; provided, however, that in the
event of an actual or deemed entry of an order for relief with respect to the
Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to
make Advances shall automatically be terminated and (B) the Advances, all such
interest and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Borrower.

                                   ARTICLE VII

                                    THE AGENT

                  SECTION 7.01. Authorization and Action. Each Lender hereby
appoints and authorizes the Agent (it being understood that references in this
Article VII to the Agent shall be deemed to include the Collateral Agent) to
take such action as agent on its behalf and to exercise such powers and
discretion under the Loan Documents as are delegated to the Agent by the terms
hereof and thereof, together with such powers and discretion as are reasonably
incidental thereto. As to any matters not expressly provided for by the Loan
Documents (including, without limitation, enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders, and such instructions shall be binding upon all Lenders
and all holders of Notes; provided, however, that the Agent shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to the applicable Loan Documents or applicable law. The Agent agrees
to give to each Lender prompt notice of each notice given to it by the Borrower
pursuant to the terms of any Loan Document.

                  SECTION 7.02. Agent's Reliance, Etc. Neither the Agent nor any
of its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with any Loan
Document, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may treat
the Lender that made any Advance as the holder of the Indebtedness resulting
therefrom until the Agent receives and accepts an Assignment and Acceptance
entered into by such Lender, as assignor, and an Eligible Assignee, as assignee,
as provided in Section 8.07; (ii) may consult with legal counsel (including
counsel for the Borrower), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (iii) makes no warranty or representation to any Lender
and shall not be responsible to any Lender for any statements, warranties or
representations (whether written or oral) made in or in connection with any Loan
Document; (iv) shall not have any duty to ascertain or to inquire as to the
performance, observance or satisfaction of any of the terms, covenants or
conditions of any Loan Document on the part of the Borrower or the existence at
any time of any Default or to inspect the property (including the books and
records) of the Borrower; (v) shall not be responsible to any Lender for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value
of any Loan Document or any other instrument or document furnished pursuant



                                       41
<PAGE>

hereto or thereto; and (vi) shall incur no liability under or in respect of any
Loan Document by acting upon any notice, consent, certificate or other
instrument or writing (which may be by telecopier, telegram or telex) believed
by it to be genuine and signed or sent by the proper party or parties.

                  SECTION 7.03. Citibank and Affiliates. With respect to its
Commitment, the Advances made by it and the Note issued to it, Citibank shall
have the same rights and powers under the Loan Documents as any other Lender and
may exercise the same as though it were not the Agent; and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated, include Citibank in its
individual capacity. Citibank and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the
Borrower, any of its Subsidiaries and any Person who may do business with or own
securities of the Borrower or any such Subsidiary, all as if Citibank were not
the Agent and without any duty to account therefor to the Lenders. The Agent
shall have no duty to disclose information obtained or received by it or any of
its Affiliates relating to the Borrower or its Subsidiaries to the extent such
information was obtained or received in any capacity other than as Agent.

                  SECTION 7.04. Lender Credit Decision. Each Lender acknowledges
that it has, independently and without reliance upon the Agent or any other
Lender and based on the financial statements referred to in Section 4.01 and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the 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 decisions in taking or
not taking action under this Agreement or any other Loan Document.

                  SECTION 7.05. Indemnification. The Lenders agree to indemnify
the Agent (to the extent not reimbursed by the Borrower), ratably according to
the respective principal amounts of the Advances then owed to each of them (or
if no Advances are at the time outstanding, ratably according to the respective
amounts of their Commitments), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against the Agent in any way relating to or arising
out of any Loan Document or any action taken or omitted by the Agent under any
Loan Document (collectively, the "Indemnified Costs"), provided that no Lender
shall be liable for any portion of the Indemnified Costs resulting from the
Agent's gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender agrees to reimburse the Agent promptly upon demand for
its ratable share of any out-of-pocket expenses (including reasonable counsel
fees) incurred by the Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, any Loan Document, to the extent
that the Agent is not reimbursed for such expenses by the Borrower. In the case
of any investigation, litigation or proceeding giving rise to any Indemnified
Costs, this Section 7.05 applies whether any such investigation, litigation or
proceeding is brought by the Agent, any Lender or a third party.

                  SECTION 7.06. Successor Agent. The Agent may resign at any
time by giving written notice thereof to the Lenders and the Borrower 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. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and
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 thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under the Loan Documents.



                                       42
<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or any other Loan Document, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment, waiver
or consent shall, unless in writing and signed by all the Lenders, do any of the
following: (a) waive any of the conditions specified in Section 3.01, (b)
increase the Commitments of the Lenders, (c) reduce the principal of, or
interest on, the Advances or other amounts payable hereunder, (d) postpone any
date fixed for any payment of principal of, or interest on, the Advances or
other amounts payable hereunder, (e) change the percentage of the Commitments or
of the aggregate unpaid principal amount of the Advances, or the number of
Lenders, that shall be required for the Lenders or any of them to take any
action hereunder, (f) release TIFPC from the Guaranty or limit its liability in
respect of its guarantee under the Guaranty (except as expressly provided in the
Guaranty), (g) release all or substantially all of the Collateral from the Liens
of the Security Documents (except as expressly provided in such Security
Documents) or (h) amend this Section 8.01; and provided further that no
amendment, waiver or consent shall, unless in writing and signed by the Agent in
addition to the Lenders required above to take such action, affect the rights or
duties of the Agent under any Loan Document.

                  SECTION 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed
or delivered, if to the Borrower, at its address at 1300 MoPac Expressway South,
Austin, Texas 78746, Attention: Treasurer, with a copy to 303 South Temple
Drive, Diboll, Texas 75941, Attention: General Counsel; if to Citibank in its
capacity as a Lender, at its Domestic Lending Office specified opposite its name
on Schedule I hereto; if to any other Lender, at its Domestic Lending Office
specified in the Assignment and Acceptance pursuant to which it became a Lender;
and if to the Agent, at its address at Two Penns Way, New Castle, Delaware
19720, Attention: Bank Loan Syndications Department; or, as to the Borrower or
the Agent, at such other address as shall be designated by such party in a
written notice to the other parties and, as to each other party, at such other
address as shall be designated by such party in a written notice to the Borrower
and the Agent. All such notices and communications shall, when mailed,
telecopied, telegraphed or telexed, be effective when deposited in the mails,
telecopied, delivered to the telegraph company or confirmed by telex answerback,
respectively, except that notices and communications to the Agent pursuant to
Article II, III or VII shall not be effective until received by the Agent.
Delivery by telecopier of an executed counterpart of any amendment or waiver of
any provision of this Agreement or the Notes or of any Exhibit hereto to be
executed and delivered hereunder shall be effective as delivery of a manually
executed counterpart thereof.

                  SECTION 8.03. No Waiver; Remedies. No failure on the part of
any Lender or the Agent to exercise, and no delay in exercising, any right
hereunder or under any Loan Document shall operate as a waiver thereof; nor
shall any single or partial exercise of any such right 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.

                  SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to
pay on demand all reasonable costs and expenses of the Agent in connection with
the preparation, execution, delivery, administration, modification and amendment
of this Agreement, the other Loan Documents and the other documents to be
delivered hereunder, including, without limitation, (A) all due diligence,
syndication (including printing, distribution and bank meetings),
transportation, computer, duplication, appraisal, consultant, and audit expenses
and (B) the reasonable fees and expenses of counsel for the Agent with respect
thereto and with respect to advising the Agent as to its rights and
responsibilities under this Agreement and the other Loan Documents. The Borrower
further agrees to pay on demand all costs and expenses of the Agent and the
Lenders, if any (including, without limitation, reasonable counsel fees and
expenses), in connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Agreement, the other Loan Documents and
the other documents to be delivered hereunder, including, without limitation,
reasonable fees and expenses of counsel for the Agent and each Lender in
connection with the enforcement of rights under this Section 8.04(a).

                  (b) The Borrower agrees to indemnify and hold harmless the
Agent and each Lender and each of their Affiliates and their officers,
directors, employees, agents and advisors (each, an "Indemnified Party")



                                       43
<PAGE>

from and against any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel)
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of (including, without
limitation, in connection with any investigation, litigation or proceeding or
preparation of a defense in connection therewith) (i) the Notes, this Agreement,
any of the other Loan Documents, any of the transactions contemplated herein or
the actual or proposed use of the proceeds of the Advances or (ii) the actual or
alleged presence of Hazardous Materials on any property of the Borrower or any
of its Subsidiaries or any Environmental Action relating in any way to the
Borrower or any of its Subsidiaries, except to the extent such claim, damage,
loss, liability or expense resulted from such Indemnified Party's gross
negligence or willful misconduct. In the case of an investigation, litigation or
other proceeding to which the indemnity in this Section 8.04(b) applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by the Borrower, its directors, equityholders or creditors
or an Indemnified Party or any other Person, whether or not any Indemnified
Party is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated. The Borrower also agrees not to assert any
claim for special, indirect, consequential or punitive damages against the
Agent, any Lender, any of their Affiliates, or any of their respective
directors, officers, employees, attorneys and agents, on any theory of
liability, arising out of or otherwise relating to the Notes, this Agreement,
any of the other Loan Documents, any of the transactions contemplated herein or
the actual or proposed use of the proceeds of the Advances.

                  (c) If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance is made by the Borrower to or for the account of a
Lender other than on the last day of the Interest Period for such Advance, as a
result of a payment or Conversion pursuant to Section 2.07(d) or (e), 2.09 or
2.11, acceleration of the maturity of the Notes pursuant to Section 6.01 or for
any other reason, or by an Eligible Assignee to a Lender other than on the last
day of the Interest Period for such Advance upon an assignment of rights and
obligations under this Agreement pursuant to Section 8.07 as a result of a
demand by the Borrower pursuant to Section 8.07(a), the Borrower shall, upon
demand by such Lender (with a copy of such demand to the Agent), pay to the
Agent for the account of such Lender any amounts required to compensate such
Lender for any additional losses, costs or expenses that it may reasonably incur
as a result of such payment or Conversion, including, without limitation, any
loss (including loss of anticipated profits), cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Advance.

                  (d) Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the Borrower
contained in Sections 2.10, 2.13 and 8.04 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the Notes.

                  SECTION 8.05. Right of Set-off. Upon (a) the occurrence and
during the continuance of any Event of Default and (b) the making of the request
or the granting of the consent specified by Section 6.01 to authorize the Agent
to declare the Notes due and payable pursuant to the provisions of Section 6.01,
each Lender and each of its Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by such Lender or such
Affiliate to or for the credit or the account of the Borrower against any and
all of the obligations of the Borrower now or hereafter existing under this
Agreement and the Note held by such Lender, whether or not such Lender shall
have made any demand under this Agreement or such Note and although such
obligations may be unmatured. Each Lender agrees promptly to notify the Borrower
after any such set-off and application, provided that the failure to give such
notice shall not affect the validity of such set-off and application. The rights
of each Lender and its Affiliates under this Section are in addition to other
rights and remedies (including, without limitation, other rights of set-off)
that such Lender and its Affiliates may have.

                  SECTION 8.06. Binding Effect. This Agreement shall become
effective (other than Section 2.01, which shall only become effective upon
satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Borrower and the Agent and thereafter shall be
binding upon and inure to the benefit of the Borrower, the Agent and each Lender
and their respective successors and assigns, except that the Borrower shall not
have the right to assign its rights hereunder or any interest herein without the
prior written consent of the Lenders.



                                       44
<PAGE>

                  SECTION 8.07. Assignments and Participations. (a) Each Lender
may and, if demanded by the Borrower (following a demand by such Lender pursuant
to Section 2.10 or 2.13) upon at least five Business Days' notice to such Lender
and the Agent, will assign to one or more Persons all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a
portion of its Commitment, the Advances owing to it and the Note or Notes held
by it); provided, however, that (i) each such assignment shall be of a constant,
and not a varying, percentage of all rights and obligations under this
Agreement, (ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender or an assignment of all of a
Lender's rights and obligations under this Agreement, the amount of the
Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5,000,000 or an
integral multiple of $1,000,000 in excess thereof, (iii) each such assignment
shall be to an Eligible Assignee, (iv) each such assignment made as a result of
a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by
the Borrower after consultation with the Agent and shall be either an assignment
of all of the rights and obligations of the assigning Lender under this
Agreement or an assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such assignments that
together cover all of the rights and obligations of the assigning Lender under
this Agreement, (v) no Lender shall be obligated to make any such assignment as
a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and
until such Lender shall have received one or more payments from either the
Borrower or one or more Eligible Assignees in an aggregate amount at least equal
to the aggregate outstanding principal amount of the Advances owing to such
Lender, together with accrued interest thereon to the date of payment of such
principal amount and all other amounts payable to such Lender under this
Agreement, and (vi) the parties to each such assignment shall execute and
deliver to the Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Note subject to such assignment and
a processing and recordation fee of $3,500 payable by the parties to each such
assignment, provided, however, that in the case of each assignment made as a
result of a demand by the Borrower, such recordation fee shall be payable by the
Borrower except that no such recordation fee shall be payable in the case of an
assignment made at the request of the Borrower to an Eligible Assignee that is
an existing Lender, and (vii) any Lender may, without the approval of the
Borrower and the Agent, assign all or a portion of its rights to any of its
Affiliates. Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in each Assignment and Acceptance, (x) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights (other than its rights under Section 2.10, 2.13 and 8.04
to the extent any claim thereunder relates to an event arising prior such
assignment) and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining portion
of an assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto).

                  (b) By executing and delivering an Assignment and Acceptance,
the Lender assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Agent, such assigning Lender 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 decisions in taking or not taking action under
this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi)
such assignee appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers and discretion under this Agreement as
are delegated to the Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all of the obligations that
by the terms of this Agreement are required to be performed by it as a Lender.



                                       45
<PAGE>

                  (c) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an assignee representing that it is an Eligible
Assignee, together with any Note or Notes subject to such assignment, the Agent
shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrower.

                  (d) The Agent shall maintain at its address referred to in
Section 8.02 a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Lenders and the
Commitment of, and principal amount of the Advances owing to, each Lender from
time to time (the "Register"). The entries in the Register shall be conclusive
and binding for all purposes, absent manifest error, and the Borrower, the Agent
and the Lenders may treat each Person whose name is recorded in the Register as
a Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

                  (e) Each Lender may sell participations to one or more banks
or other entities (other than the Borrower or any of its Affiliates) in or to
all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment, the Advances owing to it
and any Note or Notes held by it); provided, however, that (i) such Lender's
obligations under this Agreement (including, without limitation, its Commitment
to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender shall remain the holder of any such Note for all
purposes of this Agreement, (iv) the Borrower, the Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement and (v) no participant
under any such participation shall have any right to approve any amendment or
waiver of any provision of this Agreement or any Note, or any consent to any
departure by the Borrower therefrom, except to the extent that such amendment,
waiver or consent would reduce the principal of, or interest on, the Notes or
other amounts payable hereunder, in each case to the extent subject to such
participation, or postpone any date fixed for any payment of principal of, or
interest on, the Notes or other amounts payable hereunder, in each case to the
extent subject to such participation.

                  (f) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; provided that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any Confidential Information relating to the
Borrower received by it from such Lender.

                  (g) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and any Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

                  SECTION 8.08. Confidentiality. Neither the Agent nor any
Lender shall disclose any Confidential Information to any other Person without
the consent of the Borrower, other than (a) to the Agent's or such Lender's
Affiliates and their officers, directors, employees, agents and advisors and, as
contemplated by Section 8.07(f), to actual or prospective assignees and
participants, and then only on a confidential basis, (b) as required by any law,
rule or regulation or judicial process and (c) as requested or required by any
state, federal or foreign authority or examiner regulating banks or banking.

                  SECTION 8.09. Governing Law. This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 8.10. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
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. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.



                                       46
<PAGE>

                  SECTION 8.11. Jurisdiction, Etc. (a) Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the Notes, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that any party may otherwise have to bring any action or proceeding
relating to this Agreement or the Notes in the courts of any jurisdiction.

                  (b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the Notes
in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

                  SECTION 8.12. Waiver of Jury Trial. Each of the Borrower, the
Agent and the Lenders hereby irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the Notes or the
actions of the Agent or any Lender in the negotiation, administration,
performance or enforcement thereof.



                                       47
<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.

                                        TEMPLE-INLAND INC.


                                        By
                                           -----------------------------------
                                            Title:


Commitment                              CITIBANK, N.A.,

$900,000,000                                as Agent


                                        By
                                           -----------------------------------
                                            Title:



                                       48
<PAGE>


                                                                      SCHEDULE I
                                                              TEMPLE-INLAND INC.
                                                                CREDIT AGREEMENT
                                                      APPLICABLE LENDING OFFICES




<Table>
<Caption>
Name of Lender                           Domestic Lending Office                Eurodollar Lending Office
--------------                           -----------------------                -------------------------

<S>                                     <C>                                     <C>
Citibank, N.A.
</Table>



</TEXT>
</DOCUMENT>
