INTERNATIONAL PAPER CO /NEW/
EXHIBIT 10.11
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10-11.txt
<DESCRIPTION>EXHIBIT 10.11
<TEXT>


<PAGE>

                                                                  Exhibit 10.11

                             5-YEAR CREDIT AGREEMENT
                           Dated as of March 31, 1999

           as amended by Amendment No. 1, dated as of January 4, 2000;
           as amended by Amendment No. 2, dated as of March 29, 2000;
          as amended by Amendment No. 3, dated as of June 6, 2000; and
            as amended by Amendment No. 4, dated as of March 8, 2002

                    INTERNATIONAL PAPER COMPANY, as Borrower,

                                       and

                  JPMORGAN CHASE BANK, as Administrative Agent




<PAGE>

                                                                  COMPOSITE COPY

================================================================================

                             5-YEAR CREDIT AGREEMENT

                                   dated as of

                                 March 31, 1999
                                     between

                           INTERNATIONAL PAPER COMPANY

                            The LENDERS Party Hereto

                                 CITIBANK, N.A.,
                                 BANK OF AMERICA
                                       and
                                DEUTSCHE BANK AG,
                            as Co-Syndication Agents

                             CHASE SECURITIES INC.,
                        as Lead Arranger and Book Manager

                                       and

                              JP MORGAN CHASE BANK,
                             as Administrative Agent

           as amended by Amendment No. 1, dated as of January 4, 2000;
           as amended by Amendment No. 2, dated as of March 29, 2000;
          as amended by Amendment No. 3 dated as of June 6, 2000; and
            as amended by Amendment No. 4 dated as of March 8, 2002

                                  $750,000,000

================================================================================




<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>                                                                            <C>
ARTICLE I        DEFINITIONS

   SECTION 1.01. Defined Terms..................................................1
   SECTION 1.02. Classification of Loans and Borrowings........................16
   SECTION 1.03. Terms Generally...............................................16
   SECTION 1.04. Accounting Terms and Determinations...........................17
   SECTION 1.05. Currencies; Currency Equivalents..............................18

ARTICLE II       THE CREDITS

   SECTION 2.01. The Commitments; Borrowings by Approved Borrowers.............18
   SECTION 2.02. Loans and Borrowings..........................................19
   SECTION 2.03. Requests for Syndicated Borrowings............................20
   SECTION 2.04. Competitive Bid Procedure.....................................20
   SECTION 2.05. Funding of Borrowings.........................................23
   SECTION 2.06. Interest Elections............................................24
   SECTION 2.07. Changes of Commitments........................................25
   SECTION 2.08. Repayment of Loans; Evidence of Debt..........................28
   SECTION 2.09. Prepayment of Loans...........................................29
   SECTION 2.10. Fees..........................................................31
   SECTION 2.1l. Interest......................................................31
   SECTION 2.12. Alternate Rate of Interest....................................31
   SECTION 2.13. Increased Costs...............................................33
   SECTION 2.14. Break Funding Payments........................................34
   SECTION 2.15. U.S. Taxes....................................................35
   SECTION 2.16. Foreign Taxes.................................................36
   SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-offs...37
   SECTION 2.18. Mitigation Obligations; Replacement of Lenders................39

ARTICLE III      REPRESENTATIONS AND WARRANTIES

   SECTION 3.01. Corporate Existence...........................................40
   SECTION 3.02. Financial Condition...........................................40
   SECTION 3.03. Litigation....................................................41
   SECTION 3.04. No Breach.....................................................41
   SECTION 3.05. Corporate Action of the Company...............................41
   SECTION 3.06. Approvals.....................................................41
   SECTION 3.07. Use of Loans..................................................41
   SECTION 3.08. ERISA.........................................................41
   SECTION 3.09. Taxes.........................................................42
   SECTION 3.10. Investment Company Act........................................42
   SECTION 3.1l. Public Utility Holding Company Act............................42
   SECTION 3.12. Credit Agreements.............................................42
</TABLE>


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<PAGE>

<TABLE>
<S>                                                                            <C>
   SECTION 3.13. Hazardous Materials and Environmental Matters.................42
   SECTION 3.14. Full Disclosure...............................................43
   SECTION 3.15. Existence of Approved Borrowers...............................43
   SECTION 3.16. No Breach.....................................................44
   SECTION 3.17. Corporate Action..............................................44
   SECTION 3.18. Approvals.....................................................44
   SECTION 3.19. Taxes on Payments of Approved Borrowers.......................44

ARTICLE IV       GUARANTEE

   SECTION 4.01. Guarantee.....................................................44
   SECTION 4.02. Obligations Unconditional.....................................45
   SECTION 4.03. Reinstatement.................................................45
   SECTION 4.04. Subrogation...................................................46
   SECTION 4.05. Remedies......................................................46
   SECTION 4.06. Continuing Guarantee..........................................46

ARTICLE V        CONDITIONS

   SECTION 5.01. Effective Date................................................46
   SECTION 5.02. Initial Loan to any Approved Borrower.........................48
   SECTION 5.03. Each Credit Event.............................................48

ARTICLE VI       COVENANTS OF THE COMPANY

   SECTION 6.01. Financial Statements..........................................49
   SECTION 6.02. Litigation....................................................51
   SECTION 6.03. Corporate Existence, Etc......................................51
   SECTION 6.04. Insurance.....................................................52
   SECTION 6.05. Use of Proceeds...............................................52
   SECTION 6.06. Prohibition of Fundamental Changes............................52
   SECTION 6.07. Limitation on Liens...........................................55
   SECTION 6.08. Total Debt to Total Capital Ratio.............................55
   SECTION 6.09. Minimum Consolidated Net Worth................................55

ARTICLE VII      EVENTS OF DEFAULT.............................................55

ARTICLE VIII     THE ADMINISTRATIVE AGENT......................................58

ARTICLE IX       MISCELLANEOUS

   SECTION 9.01. Notices.......................................................60
   SECTION 9.02. Waivers; Amendments...........................................60
   SECTION 9.03. Expenses; Indemnity; Damage Waiver............................61
   SECTION 9.04. Successors and Assigns........................................62
</TABLE>


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<PAGE>

<TABLE>
<S>                                                                            <C>
   SECTION 9.05. Survival......................................................65
   SECTION 9.06. Counterparts; Integration; Effectiveness......................66
   SECTION 9.07. Severability..................................................66
   SECTION 9.08. Right of Setoff...............................................66
   SECTION 9.09. Governing Law; Jurisdiction; Etc..............................66
   SECTION 9.10. Judgment Currency.............................................67
   SECTION 9.1l. Waiver Of Jury Trial..........................................67
   SECTION 9.12. Headings......................................................68
   SECTION 9.13. Treatment of Certain Information; Confidentiality.............68
   SECTION 9.14. European Monetary Union.......................................69
   SECTION 9.15. Judgement Currency............................................71

SCHEDULE I       Commitments
SCHEDULE II      Material Agreements
SCHEDULE III     Approved Borrowers
SCHEDULE IV      MCR COST

EXHIBIT A        Form of Assignment and Acceptance
EXHIBIT B-l      Form of Opinion of Counsel to the Company
EXHIBIT B-2      Form of Opinion of Counsel to any Approved Borrower
EXHIBIT C        Form of Opinion of Special New York Counsel to Chase
EXHIBIT D-l      Form of Designation Letter
EXHIBIT D-2      Form of Termination Letter
EXHIBIT E        Form of Assumption Agreement
</TABLE>


                                       -3-




<PAGE>

          5-YEAR CREDIT AGREEMENT dated as of March 31, 1999, as amended by
Amendment No. 1, dated as of January 4, 2000, as amended by Amendment No. 2
dated as of March 29, 2000 as amended by Amendment No. 3 dated as of June 6,
2000, and as amended by Amendment No. 4 dated as of March 8, 2000 between
INTERNATIONAL PAPER COMPANY, the LENDERS party hereto, and JP MORGAN CHASE BANK,
as Administrative Agent.

          The Company has requested that the Lenders (as hereinafter defined)
make loans to the Company and to Approved Borrowers (as so defined) in an
aggregate principal amount not exceeding $750,000,000 at any one time
outstanding. The Lenders are prepared to make such loans upon the terms and
conditions hereof, and, accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.01. Defined Terms. As used in this Agreement, the following terms
have the meanings specified below:

          "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans constituting such Borrowing, are denominated in
Dollars and bearing interest at a rate determined by reference to the Alternate
Base Rate.

          "Adjusted Eurocurrency Rate" means, for the Interest Period for any
Eurocurrency Borrowing, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the Eurocurrency Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate for such Interest
Period.

          "Administrative Agent" means Chase, in its capacity as administrative
agent for the Lenders hereunder.

          "Administrative Agent's Account" means, for each Currency, an account
in respect of such Currency designated by the Administrative Agent in a notice
to the Company and the Lenders.

          "Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.

          "Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

          "Agreed Foreign Currency" means, at any time, any of English Pounds
Sterling, Euros, Swedish Kroner, Swiss Francs, Japanese Yen, and, with the
agreement of the Required Lenders, any other Foreign Currency, so long as, in
respect of any such specified Currency or other Foreign Currency, at such time
(a) such Currency is dealt with in the London interbank deposit market, (b) such
Currency is freely transferable and convertible into Dollars in the London
foreign exchange market and (c) no central bank or




<PAGE>

other governmental authorization in the country of issue of such Currency
(including, in the case of the Euro, any authorization by the European Central
Bank) is required to permit use of such Currency by any Lender for making any
Loan hereunder and/or to permit the Company to borrow and repay the principal
thereof and to pay the interest theron, unless such authorization has been
obtained and is in full force and effect.

          "Amendment No. 1" means Amendment No. 1 to this Agreement.

          "Amendment No. 4" means Amendment No. 4 to this Agreement.

          "Alternate Base Rate" means, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate for such day plus 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, as the case may be.

          "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

          "Applicable Rate" means, for any day, with respect to the facility
fees payable hereunder, or with respect to any Syndicated Eurocurrency Loan, as
the case may be, the applicable rate per annum set forth below under the caption
"Facility Fee" or "Eurocurrency Margin", respectively, based upon the long-term
debt ratings by Moody's and S&P, respectively, applicable on such date to the
Index Debt:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
  Long-term debt                                                    Eurocurrency
     rating                          Facility Fee                      Margin
   Moody's/S&P                          5-Year                         5-Year
--------------------------------------------------------------------------------
<S>                                    <C>                            <C>
  A2/A or above                          8 bps                        29.5 bps
--------------------------------------------------------------------------------
      A3/A-                             10 bps                          40 bps
--------------------------------------------------------------------------------
    Baal/BBB+                         12.5 bps                          50 bps
--------------------------------------------------------------------------------
     Baa2/BBB                           15 bps                          60 bps
--------------------------------------------------------------------------------
Baa3/BBB-or lower                       20 bps                          80 bps
--------------------------------------------------------------------------------
</TABLE>

          For purposes of the foregoing, (i) if either Moody's or S&P shall not
have in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition), then such
rating agency shall be deemed to have established a rating in the lowest
category in the schedule above; (ii) if the ratings established or deemed to
have been established by Moody's and S&P for the Index Debt shall fall within
different categories in the schedule above, the Applicable Rate shall be based
on the higher of the two ratings; (iii) if


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<PAGE>

the ratings established or deemed to have been established by Moody's and S&P
for the Index Debt shall be changed (other than as a result of a change in the
rating system of Moody's or S&P), such change shall be effective as of the date
on which it is first announced by the applicable rating agency; and (iv) if any
Event of Default shall have occurred and be continuing, each of Moody's and S&P
shall be deemed to have established a rating in the lowest category in the
schedule above. Each change in the Applicable Rate shall apply during the period
commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change. If the rating
system of Moody's or S&P shall change, or if either such rating agency shall
cease to be in the business of rating corporate debt obligations, the Company
(on its own behalf and on behalf of each Approved Borrower) and the Lenders
shall negotiate in good faith to amend this definition to reflect such changed
rating system or the unavailability of ratings from such rating agency and,
pending the effectiveness of any such amendment, the Applicable Rate shall be
determined by reference to the rating most recently in effect prior to such
change or cessation.

          "Approved Borrower" means (i) each of the entities set forth on
Schedule III hereto and (ii) any Wholly Owned Consolidated Subsidiary of the
Company as to which a Designation Letter has been delivered to the
Administrative Agent and as to which a Termination Letter shall not have been
delivered to the Administrative Agent, which Subsidiary has been approved as a
borrower hereunder by the Administrative Agent, all in accordance with Section
2.01(b).

          "Assuming Lender" shall mean any assignee not previously a Lender that
becomes a Lender hereunder pursuant to Section 2.07(e).

          "Assumption Agreement" shall mean an agreement, in substantially the
form of Exhibit E, pursuant to which an assignee agrees to become an Assuming
Lender hereunder pursuant to Section 2.07(e) and agrees to be bound by all
obligations of a Lender under this Agreement.

          "Aussedat Rey" means Aussedat Rey S.A., a French corporation.

          "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Commitment Termination Date
and the date of termination of the Commitments.

          "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

          "Borrowers" means the Company and each Approved Borrower.

          "Borrowing" means (a) all ABR Loans made, converted or continued on
the same date or (b) all Syndicated Eurocurrency Loans or Competitive Loans of
the same Class, Type and Currency that have the same Interest Period (or any
single Competitive Loan that does not have the same Interest Period as any other
Competitive Loan of the same Type and Currency). For purposes hereof, the date
of a Syndicated Borrowing comprising one or more Loans that have been converted
or continued shall be the effective date of the most recent conversion or
continuation of such Loan or Loans.


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<PAGE>

          "Borrowing Request" means a request by a Borrower for a Syndicated
Borrowing in accordance with Section 2.03.

          "Business Day" means any day (a) that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed, (b) if such day relates to a Competitive Bid Request or
Competitive Bid for a Competitive Eurocurrency Loan (other than any such Loan
denominated in Euros), or to a borrowing of, a payment or prepayment of
principal of or interest on, a continuation or conversion of or into, or the
Interest Period for, a Eurocurrency Borrowing (other than any such Borrowing
denominated in Euros), or to a notice by the Company with respect to any such
borrowing, payment, prepayment, continuation, conversion, or Interest Period,
that is also (i) a day (other than a Saturday or Sunday) on which commercial
banks are open for general business in London and (ii) if the applicable
Currency is an Agreed Foreign Currency (other than Euros) that is also a day on
which commercial banks are open for general business in the Principal Financial
Center for such currency and (c) if such day relates to a Competitive Bid
Request or Competitive Bid for a Competitive Eurocurrency Loan denominated in
Euros, or to a borrowing or continuation of, a payment or prepayment of
principal of or interest on, or the Interest Period for, any Borrowing
denominated in Euros, or to a notice by the Company with respect to any such
borrowing, continuation, payment, prepayment or Interest Period, that is also a
Target Operating Day.

          "Capital Lease Obligations" means, as to any Person, the obligations
of such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) real and/or personal property which obligations are
required to be classified and accounted for as a capital lease on a balance
sheet of such Person under GAAP (including Statement of Financial Accounting
Standards No. 13 of the Financial Accounting Standards Board) and, for purposes
of this Agreement, the amount of such obligations shall be the capitalized
amount thereof, determined in accordance with GAAP (including such Statement No.
13).

          "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.13(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

          "Chase" means JPMorgan Chase Bank.

          "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans constituting such Borrowing, are Syndicated
Loans or Competitive Loans.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time.


                                       4




<PAGE>

          "Commitment" means, with respect to each Lender, the commitment of
such Lender to make Syndicated Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant
to Section 2.07(b), 2.07(e) or pursuant to assignments by or to such Lender
pursuant to Section 9.04. The initial amount of each Lender's Commitment is set
forth on Schedule I, or in the Assumption Agreement or confirmation entered into
pursuant to Section 2.07(e), or in the Assignment and Acceptance pursuant to
which such Lender shall have assumed its Commitment, as applicable. The initial
aggregate amount of the Lenders' Commitments is $750,000,000.

          "Commitment Termination Date" means March 30, 2004.

          "Company" means International Paper Company, a New York corporation.

          "Competitive", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans constituting such Borrowing, are made
pursuant to Section 2.04.

          "Competitive Bid" means an offer by a Lender to make a Competitive
Loan in accordance with Section 2.04.

          "Competitive Bid Rate" means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

          "Competitive Bid Request" means a request by a Borrower for
Competitive Bids in accordance with Section 2.04.

          "Consolidated Net Worth" means, as at any time, the sum of the
following for the Company and its Consolidated Subsidiaries determined on a
consolidated basis (without duplication) in accordance with GAAP:

               (a)  the amount of capital stock; plus

               (b)  the amount of surplus and retained earnings (or in the case
                    of a surplus or retained earnings deficit, minus the amount
                    of such deficit) minus;

               (c)  the cost of treasury shares

provided, however, the foregoing calculation shall not take into account any
impairment of goodwill arising under FASB 142.

          "Consolidated Subsidiary" means, as to any Person, each Subsidiary of
such Person (whether now existing or hereafter created or acquired) the
financial statements of which shall be (or should have been) consolidated with
the financial statements of such Person in accordance with GAAP.


                                       5




<PAGE>

          "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

          "Currency" means Dollars or any Foreign Currency.

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

          "Designation Letter" has the meaning assigned to such term in Section
2.01(b).

          "Dollar Equivalent" means, with respect to any Borrowing denominated
in any Foreign Currency, the amount of Dollars that would be required to
purchase the amount of the Foreign Currency of such Borrowing on the date two
Business Days prior to the date of such Borrowing (or, in the case of any
determination made under Section 2.09(b) or redenomination under the last
sentence of Section 2.17(a), on the date of determination or redenomination
therein referred to), based upon the spot selling rate at which the
Administrative Agent offers to sell such Foreign Currency for Dollars in the
London foreign exchange market at approximately 11.00 a.m., London time, for
delivery two Business Days later.

          "Dollars" or "$" refers to lawful money of the United States of
America.

          "Effective Date" means the date on which the conditions specified in
Section 5.01 are satisfied (or waived in accordance with Section 9.02).

          "Environmental Laws" means any and all Federal, state, local and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances or wastes into the
environment including ambient air, surface water, ground water, or land, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport, or handling of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances or wastes.

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

          "ERISA Affiliate" means any corporation or trade or business which is
a member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as the Company or is under common control (within
the meaning of Section 414(c) of the Code) with the Company.

          "Eurocurrency", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans constituting such Borrowing, are
bearing interest at a rate determined by reference to (a) in the case of a
Syndicated Loan or Borrowing, the Adjusted


                                       6




<PAGE>

Eurocurrency Rate, or (b) in the case of a Competitive Loan or Borrowing, the
Eurocurrency Rate.

          "Eurocurrency Rate" means, for the Interest Period for any
Eurocurrency Borrowing denominated in any Currency, the rate appearing on the
Screen at the Specified Time on the Quotation Date for such Currency, as IBOR
for deposits denominated in such Currency with a maturity comparable to such
Interest Period. In the event that such rate is not available on the Screen at
such Specified Time for any reason, then, unless the last sentence of Section
9.14(e) is applicable, the Eurocurrency Rate for such Interest Period shall be
the rate at which deposits in such Currency in the amount of $5,000,000 (or its
equivalent in the applicable Foreign Currency) and for a maturity comparable to
such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at the Specified Time on the Quotation Date; provided that the
Eurocurrency Rate for any Eurocurrency Borrowing for any Interest Period
denominated in Sterling shall be increased by the MCR Cost.

          "Eur-IBOR" means for Euros, the rate at which deposits denominated in
Euros are offered to leading banks in the Brussels interbank market.

          "Euros" has the meaning assigned to such term in Section 9.14(a).

          "Event of Default" has the meaning assigned to such term in Article
VII.

          "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of any Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which such Borrower is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Company under
Section 2.18(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
or is attributable to such Foreign Lender's failure or inability to comply with
Section 2.15(e), except to the extent that such Foreign Lender's assignor (if
any) was entitled, at the time of assignment, to receive additional amounts from
such Borrower with respect to such withholding tax pursuant to Section 2.15(a).

          "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published for such date (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 (rounded upwards, if necessary, to the next 1/100 of
1%) of the quotations for such day for such transactions received


                                       7




<PAGE>

by JP Morgan from three Federal funds brokers of recognized standing selected by
it.

          "Fixed Rate" means, with respect to any Competitive Loan (other than a
Competitive Eurocurrency Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid.

          "Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
Rate.

          "Foreign Currency" means at any time any Currency other than Dollars.

          "Foreign Currency Equivalent" means, with respect to any amount in
Dollars, the amount of any Foreign Currency that could be purchased with such
amount of Dollars using the reciprocal of the foreign exchange rate(s) specified
in the definition of the term "Dollar Equivalent", as determined by the
Administrative Agent.

          "Foreign Jurisdiction" means any jurisdiction other than the United
States of America, a State thereof, the District of Columbia or any political
subdivision of any of the foregoing.

          "Foreign Lender" means any Lender that is organized under the laws of
a Foreign Jurisdiction.

          "Foreign Taxes" shall mean, with respect to any Approved Borrower
organized under a Foreign Jurisdiction, all present and future income, stamp,
registration and other taxes and levies, imposts, deductions, charges,
compulsory loans and withholdings whatsoever, and all interest, penalties or
similar amounts with respect thereto, now or hereafter imposed, assessed, levied
or collected by such Foreign Jurisdiction, or any political subdivision or
taxing authority thereof or therein, or by any federal or other association of
or with which such Foreign Jurisdiction may be a member or associated, on or in
respect of this Agreement, the Loans made to such Approved Borrower, the
recording, registration, notarization or other formalization of any thereof, the
enforcement thereof or the introduction thereof in any judicial proceedings, or
on or in respect of any payments of principal, interest, premiums, charges, fees
or other amounts made on, under or in respect of any thereof, excluding, however
income taxes imposed upon the overall net income of any Lender organized under
the laws of such Foreign Jurisdiction and having an Applicable Lending Office in
such Foreign Jurisdiction.

          "GAAP" means generally accepted accounting principles applied on a
basis consistent with those which, in accordance with Section 1.04, are to be
used in making the calculations for purposes of determining compliance with the
terms of this Agreement.

          "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.


                                       8




<PAGE>

          "Guarantee" means a guarantee, an endorsement, a contingent agreement
to purchase or to furnish funds for the payment or maintenance of, or otherwise
to be or become contingently liable under or with respect to, the Indebtedness,
other obligations, net worth, working capital or earnings of any Person, or a
guarantee of the payment of dividends or other distributions upon the stock of
any corporation, or an agreement to purchase, sell or lease (as lessee or
lessor) property, products, materials, supplies or services primarily for the
purpose of enabling a debtor to make payment of his, her or its obligations or
an agreement to assure a creditor against loss, and including causing a bank to
open a letter of credit for the benefit of another Person, but excluding
endorsements for collection or deposit in the ordinary course of business. The
terms "Guarantee" and "Guaranteed" used as a verb shall have a correlative
meaning.

          "Guarantor" means the Company in its capacity as the guarantor under
Article IV.

          "IBOR" means (a) for all Currencies other than Euros, LIBOR and (b)
for Euros, Eur-IBOR.

          "Increasing Lender" has the meaning assigned to such term in Section
2.07(e)(i).

          "Indebtedness" means, as to any Person: (a) indebtedness created,
issued or incurred by such Person for borrowed money (whether by loan or the
issuance and sale of debt securities); (b) obligations of such Person to pay the
deferred purchase or acquisition price of property or services, other than trade
accounts payable (other than for borrowed money) arising, and accrued expenses
incurred, in the ordinary course of business so long as such trade accounts
payable are payable within 90 days of the date the respective goods are
delivered or the respective services are rendered; (c) indebtedness of others
secured by a Lien on the property of such Person, whether or not the respective
indebtedness so secured has been assumed by such Person; (d) obligations of such
Person in respect of letters of credit or similar instruments issued or accepted
by banks and other financial institutions for the account of such Person; (e)
Capital Lease Obligations of such Person; and (f) Indebtedness of others
Guaranteed by such Person.

          "Indemnified Taxes" means Taxes other than Excluded Taxes.

          "Index Debt" means senior, unsecured, long-term indebtedness for
borrowed money of the Company that is not guaranteed by any other Person or
subject to any other credit enhancement.

          "Interest Election Request" means a request by a Borrower to convert
or continue a Syndicated Borrowing in accordance with Section 2.06.

          "Interest Payment Date" means (a) with respect to any ABR Loan, each
Quarterly Date, (b) with respect to any Eurocurrency Loan, the last day of each
Interest Period therefor and, in the case of any Interest Period for a
Eurocurrency Loan that is more than three months long, each day prior to the
last day of such Interest Period that occurs at intervals of three months after
the first day of such Interest Period and (c) with respect to any Fixed Rate
Loan, the last day of the Interest Period therefor and, in the case of any
Interest Period for a Fixed Rate Loan that is more than 90 days long (unless
otherwise specified in the


                                       9




<PAGE>

applicable Competitive Bid Request), each day prior to the last day of such
Interest Period that occurs at intervals of 90 days after the first day of such
Interest Period, and any other dates that are specified in the applicable
Competitive Bid Request as Interest Payment Dates with respect to such Loan.

          "Interest Period" means:

               (a)  for any Borrowing (other than an ABR Borrowing), the
                    Interest Period of the Loan or Loans constituting such
                    Borrowing;

               (b)  for any Syndicated Eurocurrency Loan, the period commencing
                    on the date of such Loan and ending on the numerically
                    corresponding day in the calendar month that is one, two,
                    three or six months thereafter or, with respect to such
                    portion of any syndicated Eurocurrency Loan denominated in a
                    Foreign Currency that is scheduled to be repaid on the
                    Commitment Termination Date, a period of less than one
                    therein), in an aggregate principal amount not exceeding
                    $750,000,000. Terms defined in the 5-Year Credit Agreement
                    are used hereiBorrowing Request or Interest Election
                    Request;

               (c)  for any Competitive Eurocurrency Loan, the period commencing
                    on the date of such Loan and ending on the numerically
                    corresponding day in the calendar month that is one, two,
                    three or six months thereafter (provided that in no event
                    shall any such Interest Period end after the Commitment
                    Termination Date) or, with respect to such portion of any
                    Competitive Eurocurrency Loan denominated in a Foreign
                    Currency that is scheduled to be repaid on the Commitment
                    Termination Date, a period of less than one month's duration
                    commencing on the date of such Loan and ending on the
                    Commitment Termination Date, as specified in the applicable
                    Competitive Bid Request; and

               (d)  for any Fixed Rate Loan, the period (which shall not be less
                    than 30 days or more than 360 days) commencing on the date
                    of such Loan and ending on the date specified in the
                    applicable Competitive Bid Request (provided that in no
                    event shall any Interest Period for a Fixed Rate Loan end
                    after the Commitment Termination Date);

provided, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurocurrency Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurocurrency Borrowing (other than an Interest
Period pertaining to a Eurocurrency Borrowing denominated in a


                                       10




<PAGE>

Foreign Currency that ends on the Commitment Termination Date that is permitted
to be less than one month's duration as provided in this definition) that
commences on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the last calendar month of such
Interest Period) shall end on the last Business Day of the last calendar month
of such Interest Period. For purposes hereof, the date of a Loan initially shall
be the date on which such Loan is made and, in the case of a Syndicated Loan,
thereafter shall be the effective date of the most recent conversion or
continuation of such Loan.

          "IPISA" means International Paper Investments S.A., a French
corporation.

          "JP Morgan" means JP Morgan Chase Bank (formerly known as The Chase
Manhattan Bank).

          "Kwidzyn" means International Paper Kwidzyn S.A., a Polish joint stock
company.

          "Kwidzyn Entity" means (i) Kwidzyn, (ii) Kwidzyn France, as long as it
holds no assets other than (A) interests in Kwidzyn, (B) cash and cash
equivalents and (C) "political risk" insurance policies with respect to Kwidzyn,
and (iii) International Paper Investments (Poland), Inc., a Delaware
corporation, as long as it holds no assets other than (A) interests in and
contracts with Kwidzyn, (B) unless Kwidzyn France is not then a Kwidzyn Entity,
interests in Kwidzyn France and (C) cash and cash equivalents.

          "Kwidzyn France" means Celouse et Papiers de Pologne, S.A., a French
corporation.

          "Lenders" means the Persons listed on Schedule I and any other Person
that shall have become a party hereto pursuant to an Assignment and Acceptance,
other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Acceptance.

          "LIBOR" means for all currencies other than Euros, the rate at which
deposits denominated in such Currency are offered to leading banks in the London
interbank market.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For purposes of this


                                       11




<PAGE>

Agreement, the Company or any of its Subsidiaries shall be deemed to own subject
to a Lien any asset which it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement relating to such asset.

          "Local Time" means, with respect to any Loan denominated in or any
payment to be made in any Currency, the local time in the Principal Financial
Center for the Currency in which such Loan is denominated or such payment is to
be made.

          "Loans" means the loans made by the Lenders to the Borrowers pursuant
to this Agreement.

          "Margin" means, with respect to any Competitive Loan bearing interest
at a rate based on the Eurocurrency Rate, the marginal rate of interest, if any,
to be added to or subtracted from the Eurocurrency Rate to determine the rate of
interest applicable to such Loan, as specified by the Lender making such Loan in
its related Competitive Bid.

          "Material Adverse Effect" means a material adverse change in, or
material adverse effect on, the business, results of operations or financial
condition of the Company and its Subsidiaries, taken as a whole.

          "Material Subsidiary" means any Subsidiary of the Company that (a) is
an Approved Borrower or (b) has total assets equal to 5% or more of Consolidated
Net Worth.

          "Margin Stock" means margin stock within the meaning of Regulations U
and X.

          "Material Subsidiary" means, at any time, any Subsidiary of the
Company that (a) is an Approved Borrower or (b) has total assets (as shown on
the most recent balance sheet of such Subsidiary prepared in accordance with
generally accepted account principles) of $150,000,000 or more.

          "MCR Cost" means, with respect to any Lender, the cost imputed to such
Lender of compliance with the Mandatory Cost Rate requirements of the Bank of
England during the relevant period, detemined in accordance with Schedule IV.

          "Merger Agreement" means the Merger Agreement dated as of November 24,
1998 between UCC, the Company and Maple Acquisition, Inc., a Delaware
corporation and Wholly Owned Subsidiary of the Company.

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

          "Multiemployer Plan" means a multiemployer plan defined as such in
Section 3(37) of ERISA to which contributions have been made by the Company or
any ERISA Affiliate and which is covered by Title IV of ERISA.

          "1995 Credit Agreement" means the Credit Agreement dated as of January
24, 1995 among the Company, each of the banks that is a signatory thereto,
Chase, as Administrative Agent, and Morgan Guaranty Trust Company of New York,
as Documentation Agent.


                                       12




<PAGE>

          "Obligors" means the Borrowers and the Guarantor.

          "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement.

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

          "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

          "Plan" means any employee benefit or other plan established or
maintained by the Company or any ERISA Affiliate and which is covered by Title
IV of ERISA, other than a Multiemployer Plan.

          "Prime Rate" means the rate of interest per annum publicly announced
from time to time by Chase as its prime rate in effect at its principal office
in New York City; each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective.

          "Principal Financial Centre" means, in the case of any Currency, the
principal financial centre where such Currency is cleared and settled, as
determined by the Administrative Agent.

          "Project Indebtedness" means (i) Indebtedness of any Kwidzyn Entity or
(ii) Indebtedness of the Company, IPISA or Aussedat Rey that constitutes
Indebtedness of such Person due solely to the pledge, on a non-recourse basis,
by such Person of Indebtedness or capital stock of any Kwidzyn Entity held by
such Person to secure Indebtedness of any Kwidzyn Entity to any other Person or
Persons or (iii) Indebtedness of the Company or any Subsidiary incurred to
finance the acquisition, construction or development of Project Assets (as
defined in Section 6.07(i)); provided in the case of this clause (iii) that (x)
such Indebtedness is nonrecourse to any other assets and (y) the aggregate
principal amount of such Indebtedness may at no time exceed $200,000,000.

          "Quarterly Dates" means the last Business Day of March, June,
September and December in each year, the first of which shall be the first such
day after the date hereof.

          "Quotation Date" means, for the Interest Period for any Eurocurrency
Borrowing denominated in any Currency the date two Business Days prior to the
commencement of such Interest Period, provided that if market practice differs
in the relevant interbank market for any Foreign Currency, the "Quotation Date"
for such Foreign Currency shall be determined by the Administrative Agent in
accordance with market practice in the relevant interbank market (and if
quotations would normally be


                                       13




<PAGE>

given by leading banks in the relevant interbank market on more than one day,
the "Quotation Date" shall be the last of such days).

          "Register" has the meaning set forth in Section 9.04.

          "Regulations D, U and X" means, respectively, Regulations D, U and X
of the Board of Governors of the Federal Reserve System (or any successor), as
the same may be amended or supplemented from time to time.

          "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

          "Required Lenders" means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time (provided
that, for all purposes after the Loans become due and payable pursuant to
Article VII or the Commitments expire or terminate, the outstanding Competitive
Loans of the Lenders shall be included in their respective Revolving Credit
Exposures in determining the Required Lenders).

          "Revolving Credit Exposure" means, with respect to any Lender at any
time, the aggregate outstanding principal amount of such Lender's Syndicated
Loans at such time.

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

          "Screen" means, for any Currency, the relevant display page for IBOR
for such Currency (as determined by the Administrative Agent) on the Telerate
Service; provided that, if the Administrative Agent determines that there is no
such relevant display page for IBOR for such Currency, "Screen" shall mean the
relevant display page for IBOR for such Currency (as determined by the
Administrative Agent) on the Reuter Monitor Money Rates Service. As of the
date of Amendment No. 1, the relevant display page for IBOR for all Currencies
other than Euros is Page 3750, and the relevant display page for IBOR for Euros
is Page 248.

          "Specified Time" means, for the Interest Period for any Eurocurrency
Borrowing denominated in any Currency, (a) for all Currencies other than English
Pounds Sterling or Euros, approximately 11:00 a.m., London time, on the relevant
Quotation Date, (b) for English Pounds Sterling, approximately 11:00 a.m.,
London time, on the relevant Quotation Date and (c) for Euros, approximately
11:00 a.m., Brussels time, on the relevant Quotation Date.

          "Statutory Reserve Rate" means, for the Interest Period for any
Eurocurrency Borrowing, a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the
arithmetic mean, taken over each day in such Interest Period, of the aggregate
of the maximum reserve percentages (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal established by the Board to
which the Administrative Agent is subject for eurocurrency funding


                                       14




<PAGE>

(currently referred to as "Eurocurrency liabilities" in Regulation D of the
Board). Such reserve percentages shall include those imposed pursuant to such
Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

          "Subsidiary" means, as to any Person, (a) any corporation of which at
least a majority of the outstanding shares of stock whose class or classes have
by the terms thereof ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether or not at the time stock
of any other class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time
directly or indirectly owned or controlled by such Person or one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person and (b) any partnership or other entity in which such Person and/or
one or more Subsidiaries of such Person shall have an ownership or controlling
interest (whether in the form of voting or participation in profits or capital
contribution) of more than 50%. "Wholly Owned Subsidiary" means any Subsidiary
of which all of such shares or ownership interests, other than (in the case of a
corporation) directors' qualifying shares, are so owned or controlled.

          "Syndicated Loan" means a Loan made pursuant to Section 2.01.

          "Tangible Assets" means, at any time, Total Assets minus the sum of
the items identified in clause (c) of the definition in this Section 1.01 of the
term "Tangible Net Worth".

          "Tangible Net Worth" means, as at any time, the sum of the following
for the Company and its Consolidated Subsidiaries determined on a consolidated
basis (without duplication) in accordance with GAAP:

               (a)  the amount of capital stock; plus

               (b)  the amount of surplus and retained earnings (or, in the case
                    of a surplus or retained earnings deficit, minus the amount
                    of such deficit); minus

               (c)  the sum of the following: cost of treasury shares and the
                    book value of all assets of the Company and its Consolidated
                    Subsidiaries which should be classified as intangibles
                    (without duplication of deductions in respect of items
                    already deducted in arriving at surplus and retained
                    earnings) but in any event including goodwill, research and
                    development costs, trademarks, trade names, copyrights,
                    patents and franchises, unamortized debt discount and
                    expense, and any write-up in the book value of assets
                    resulting from a revaluation thereof subsequent to September
                    30, 2001 (other than any write-up, at the time of its
                    acquisition,


                                       15




<PAGE>

                    in the book value of any asset acquired subsequent to
                    September 30, 2001).

          "Target Operating Day" has the meaning assigned to such term in
Section 9.14(a).

          "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

          "Termination Letter" has the meaning assigned to such term in Section
2.01(b).

          "364-Day Credit Agreement" means the 364-Day Credit Agreement dated as
of March 8, 2002 between the Company, the lenders named therein and Citibank
N.A., as Administrative Agent.

          "Total Assets" means, at any time, the total assets of the Company and
its Consolidated Subsidiaries at such time determined on a consolidated basis
(without duplication) in accordance with GAAP.

          "Total Capital" means, at any date, Consolidated Net Worth plus Total
Debt plus (i) the amount of the minority interest in Carter Holt Harvey, Ltd.
and (ii) the amount of the minority interest represented by the Tax Deductible
Convertible Preferred issued by International Paper Capital Trust, each
determined as of such date.

          "Total Debt" means, at any time, the aggregate outstanding principal
amount of all Indebtedness of the Company and its Consolidated Subsidiaries at
such time determined on a consolidated basis (without duplication) in accordance
with GAAP.

          "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans constituting such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate
Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a
Fixed Rate.

          "UCC" means Union Camp Corporation, a Virginia corporation.

     SECTION 1.02. Classification of Loans and Borrowings. For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a "Syndicated
Loan"), by Type (e.g., a "Eurocurrency Loan") or by Class and Type (e.g., a
"Syndicated Eurocurrency Loan"). Borrowings also may be classified and referred
to by Class (e.g., a "Syndicated Borrowing"), by Type (e.g., a "Eurocurrency
Borrowing") or by Class and Type (e.g., a "Syndicated Eurocurrency Borrowing").
Loans and Borrowings may also be identified by Currency.

     SECTION 1.03. Terms Generally. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require,


                                       16




<PAGE>

any pronoun shall include the corresponding masculine, feminine and neuter
forms. The words "include", "includes" and "including" shall be deemed to be
followed by the phrase "without limitation". The word "will" shall be construed
to have the same meaning and effect as the word "shall". Unless the context
requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

     SECTION 1.04. Accounting Terms and Determinations.

          (a) Accounting Terms. Except as otherwise expressly provided herein,
all accounting terms used herein shall be interpreted, and all financial
statements and certificates and reports as to financial matters required to be
delivered to the Lenders hereunder shall (unless otherwise disclosed to the
Lenders in writing at the time of delivery thereof in the manner described in
subsection (b) below) be prepared in accordance with generally accepted
accounting principles applied on a basis consistent with that used in the
preparation of the latest financial statements furnished to the Lenders
hereunder (which, until the first financial statements are delivered under
Section 6.01, shall mean the financial statements referred to in Section 3.02).
All calculations made for the purposes of determining compliance with this
Agreement shall (except as otherwise expressly provided herein) be made by
application of generally accepted accounting principles applied on a basis
consistent with that used in the preparation of the latest annual or quarterly
financial statements furnished to the Lenders pursuant to Section 6.01 unless
(i) the Company shall have objected to determining such compliance on such basis
at the time of delivery of such financial statements or (ii) the Required
Lenders shall so object in writing within 30 days after delivery of such
financial statements, in either of which events such calculations shall be made
on a basis consistent with those used in the preparation of the latest financial
statements as to which such objection shall not have been made (which, if
objection is made in respect of the first financial statements delivered under
Section 6.01, shall mean the financial statements referred to in Section 3.02).

          (b) Descriptions of Material Variations. The Company shall deliver to
the Lenders at the same time as the delivery of any annual or quarterly
financial statement under Section 6.01 a description in reasonable detail of any
material variation between the application of accounting principles employed in
the preparation of such statement and the application of accounting principles
employed in the preparation of the next preceding annual or quarterly financial
statements as to which no objection has been made in accordance with the last
sentence of paragraph (a) above and reasonable estimates of the difference
between such statements arising as a consequence thereof.


                                       17




<PAGE>

          (c) Changes of Fiscal Years. To enable the ready and consistent
determination of compliance with the covenants set forth in Article VI, the
Company will not change the last day of its fiscal year from December 31 of each
year, or the last days of the first three fiscal quarters in each of its fiscal
years from March 31, June 30 and September 30 of each year, respectively,
without giving prior notice of such change to each Lender and the Administrative
Agent.

     SECTION 1.05. Currencies; Currency Equivalents. At any time, any reference
in the definition of the term "Agreed Foreign Currency" or in any other
provision of this Agreement to the Currency of any particular nation means the
lawful currency of such nation at such time whether or not the name of such
Currency is the same as it was on the date hereof. Except as provided in Section
2.09(b) and the last sentence of Section 2.17(a), for purposes of determining
(i) whether the amount of any Borrowing, together with all other Borrowings then
outstanding or to be borrowed at the same time as such Borrowing, would exceed
the aggregate amount of the Commitments, (ii) the aggregate unutilized amount of
the Commitments and (iii) the outstanding aggregate principal amount of
Borrowings, the outstanding principal amount of any Borrowing that is
denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent
of the amount of the Foreign Currency of such Borrowing determined as of the
date of such Borrowing (determined in accordance with the last sentence of the
definition of the term "Borrowing"). Wherever in this Agreement in connection
with a Borrowing or Loan an amount, such as a required minimum or multiple
amount, is expressed in Dollars, but such Borrowing or Loan is denominated in a
Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent
of such Dollar amount (rounded to the nearest 1,000 units of such Foreign
Currency).

                                   ARTICLE II

                                   THE CREDITS

     SECTION 2.01. The Commitments; Borrowings by Approved Borrowers.

          (a) The Commitments. Subject to the terms and conditions set forth
herein, each Lender agrees to make Syndicated Loans in Dollars or in any Agreed
Foreign Currency to the Borrowers from time to time during the Availability
Period in an aggregate principal amount that will not result in (a) such
Lender's Revolving Credit Exposure exceeding such Lender's Commitment or (b) the
sum of the total Revolving Credit Exposures plus the aggregate principal amount
of outstanding Competitive Loans exceeding the total Commitments. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrowers may borrow, prepay and reborrow Syndicated Loans.

          (b) Borrowings by Approved Borrowers. The Company may, at any time or
from time to time, designate one or more Wholly Owned Consolidated Subsidiaries
as Borrowers hereunder by furnishing to the Administrative Agent a letter (a
"Designation Letter") in duplicate, substantially in the form of Exhibit D-l,
duly completed and executed by the Company and such Subsidiary. Upon approval by
the Administrative Agent (which approval shall not be unreasonably withheld) of
such Subsidiary as an Approved Borrower, which


                                       18




<PAGE>

approval shall be evidenced by the Administrative Agent signing and returning to
the Company a copy of such Designation Letter, such Subsidiary shall be an
Approved Borrower. So long as all principal and interest on all Loans of any
Approved Borrower and all other amounts payable by such Approved Borrower
hereunder have been paid in full, the Company may terminate its status as an
Approved Borrower hereunder by furnishing to the Administrative Agent a letter
(a "Termination Letter"), substantially in the form of Exhibit D-2, duly
completed and executed by the Company and such Approved Borrower. Any
Termination Letter furnished in accordance with this Section shall be effective
upon receipt by the Administrative Agent. Notwithstanding the foregoing, the
delivery of a Termination Letter with respect to any Approved Borrower shall not
affect any obligation of such Approved Borrower theretofore incurred.

     SECTION 2.02. Loans and Borrowings.

          (a) Obligations of Lenders. Each Syndicated Loan shall be made as part
of a Borrowing consisting of Loans of the same Currency and Type made by the
Lenders ratably in accordance with their respective Commitments. Each
Competitive Loan shall be made in accordance with the procedures set forth in
Section 2.04. The failure of any Lender to make any Loan required to be made by
it shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments and Competitive Bids of the Lenders are several and no
Lender shall be responsible for any other Lender's failure to make Loans as
required.

          (b) Type of Loans. Subject to Section 2.12, (i) each Syndicated
Borrowing shall be constituted entirely of ABR Loans or of Eurocurrency Loans
denominated in a single Currency as the respective Borrower may request in
accordance herewith, and (ii) each Competitive Borrowing shall be constituted
entirely of Eurocurrency Loans or Fixed Rate Loans denominated in a
single Currency as the respective Borrower may request in accordance herewith.
Each ABR Loan shall be denominated in Dollars. Each Lender at its option may
make any Eurocurrency Loan by causing any domestic or foreign branch
or Affiliate of such Lender to make such Loan; provided that any exercise of
such option shall not affect the obligation of the Borrowers to repay such Loan
in accordance with the terms of this Agreement.

          (c) Minimum Amounts; Limitation on Number of Borrowings. At the
commencement of the Interest Period for any Syndicated Borrowing, such
Syndicated Borrowing shall be in an aggregate amount of $15,000,000 or a larger
multiple of $1,000,000; provided that an ABR Borrowing may be in an aggregate
amount that is equal to the entire unused balance of the total Commitments. Each
Competitive Borrowing shall be in an aggregate amount equal to $5,000,000 or a
larger multiple of $1,000,000. Borrowings of more than one Class, Currency and
Type may be outstanding at the same time; provided that there shall not at any
time be more than a total of fifteen Syndicated Eurocurrency Borrowings
outstanding.

          (d) Limitations on Lengths of Interest Periods. Notwithstanding any
other provision of this Agreement, no Borrower shall be entitled to request, or
to elect to convert to or continue as a Syndicated Eurocurrency Borrowing, any
Borrowing if the Interest Period requested therefor would end after the
Commitment Termination Date.


                                       19




<PAGE>

     SECTION 2.03. Requests for Syndicated Borrowings. To request a Syndicated
Borrowing, a Borrower shall notify the Administrative Agent of such request by
telephone (a) in the case of a Syndicated Eurocurrency Borrowing denominated in
Dollars, not later than 11:00 a.m., New York City time, three Business Days
before the date of the proposed Borrowing, (b) in the case of a Syndicated
Eurocurrency Borrowing denominated in a Foreign Currency, not later than
11:00.a.m. London time, three Business Days before the date of the proposed
Borrowing or (c) in the case of an ABR Borrowing, not later than 10:00 a.m., New
York City time, on the date of the proposed Borrowing. Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Borrowing Request
in a form approved by the Administrative Agent and signed by the Company (on its
own behalf or, as applicable, on behalf of an Approved Borrower). Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

               (i) the Borrower and the aggregate amount and Currency of the
          requested Borrowing;

               (ii) the date of such Borrowing, which shall be a Business Day;

               (iii) in the case of a Syndicated Borrowing denominated in
          Dollars, whether such Borrowing is to be an ABR Borrowing or a
          Eurodollar Borrowing;

                    (iv) in the case of a Syndicated Eurocurrency Borrowing, the
          Interest Period therefor, which shall be a period contemplated by the
          definition of the term "Interest Period" and permitted under Section
          2.02(d); and

               (v) the location and number of the account to which funds are to
          be disbursed, which shall comply with the requirements of Section
          2.05.

If no election as to the Type of Syndicated Borrowing is specified, then the
requested Syndicated Borrowing shall be an ABR Borrowing unless an Agreed
Foreign Currency has been specified, in which case the requested Syndicated
Borrowing shall be a Eurocurrency Borrowing denominated in such Agreed Foreign
Currency. If no Interest Period is specified with respect to any requested
Syndicated Eurocurrency Borrowing, (i) if the currency specified for such
Borrowing is dollars (or if no Currency has been so specified), the requested
Borrowing shall be made instead as an ABR Borrowing, and (ii) if the Currency
specified for such Borrowing is an Agreed Foreign Currency, the respective
Borrower shall be deemed to have selected an Interest Period of one month's
duration. If no election as to the Currency of a Syndicated Borrowing is
specified, then the requested Syndicated Borrowing shall be demonstrated in
Dollars. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

     SECTION 2.04. Competitive Bid Procedure.


                                       20




<PAGE>

          (a) Requests for Bids by the Borrowers. Subject to the terms and
conditions set forth herein, from time to time during the Availability Period a
Borrower may request Competitive Bids and may (but shall not have any obligation
to) accept Competitive Bids and borrow Competitive Loans denominated in Dollars
or in any Foreign Currency; provided that the sum of the total Revolving Credit
Exposures plus the aggregate principal amount of outstanding Competitive Loans
at any time shall not exceed the total Commitments. To request Competitive Bids,
a Borrower shall notify the Administrative Agent of such request by telephone,
in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York
City time, four Business Days (or in the case of a Eurocurrency Borrowing
denominated in a Foreign Currency, 11:00 a.m. London time, five business days)
before the date of the proposed Borrowing and, in the case of a Fixed Rate
Borrowing, not later than 10:00 a.m., New York City time (or in the case of
Fixed Rate Borrowing denominated in a Foreign Currency, 10:00 a.m., London
time), two Business Days before the date of the proposed Borrowing; provided
that the Borrowers may in the aggregate submit up to (but not more than) three
Competitive Bid Requests on the same day, and a Competitive Bid Request shall
not be made within five Business Days after the date of any previous Competitive
Bid Request, unless any and all such previous Competitive Bid Requests shall
have been withdrawn or all Competitive Bids received in response thereto
rejected. Each such telephonic Competitive Bid Request shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Competitive Bid Request in a form approved by the Administrative Agent and
signed by the Company (on behalf of itself or, as applicable, an Approved
Borrower). Each such telephonic and written Competitive Bid Request shall
specify the following information in compliance with Section 2.02:

               (i) the Borrower and the aggregate amount and Currency of the
          requested Borrowing;

               (ii) the date of such Borrowing, which shall be a Business Day;

               (iii) whether such Borrowing is to be a Eurocurrency Borrowing or
          a Fixed Rate Borrowing;

               (iv) the Interest Period for such Borrowing, which shall be a
          period contemplated by the definition of the term "Interest Period";
          and

               (v) the location and number of the account to which funds are to
          be disbursed, which shall comply with the requirements of Section
          2.05.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

          (b) Making of Bids by Lenders. Each Lender may (but shall not have any
obligation to) make one or more Competitive Bids in response to a Competitive
Bid Request. Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent by
telecopy, in the case of a Competitive Eurocurrency Borrowing, not later than
9:30 a.m., New York City time, three


                                       21




<PAGE>

Business Days (or, in the case of a Competitive Eurocurrency Borrowing
denominated in a Foreign Currency, 9:30 a.m., London time, four Business Days)
before the proposed date of such Competitive Borrowing, and in the case of a
Fixed Rate Borrowing, not later than 9:30 a.m., New York City time (or in the
case of a Fixed Rate Borrowing denominated in a Foreign Currency, 9:30 a.m.,
London time), on the proposed date of such Competitive Borrowing. Competitive
Bids that do not conform substantially to the form approved by the
Administrative Agent may be rejected by the Administrative Agent, and the
Administrative Agent shall notify the applicable Lender of such rejection as
promptly as practicable. Each Competitive Bid shall specify (i) the principal
amount (which shall be $15,000,000 or a larger multiple of $1,000,000 and which
may equal the entire principal amount of the Competitive Borrowing requested by
the respective Borrower) of the Competitive Loan or Loans that the Lender is
willing to make, (ii) the Competitive Bid Rate or Competitive Bid Rates at which
the Lender is prepared to make such Loan or Loans (expressed as a percentage
rate per annum in the form of a decimal to no more than four decimal places) and
(iii) the Interest Period for each such Loan and the last day thereof.

          (c) Notification of Bids by Administrative Agent. The Administrative
Agent shall promptly notify the respective Borrower by telecopy of the
Competitive Bid Rate and the principal amount specified in each Competitive Bid
and the identity of the Lender that shall have made such Competitive Bid.

          (d) Acceptance of Bids by the Borrowers. Subject only to the
provisions of this paragraph, a Borrower may accept or reject any Competitive
Bid. Such Borrower shall notify the Administrative Agent by telephone, confirmed
by telecopy in a form approved by the Administrative Agent, whether and to what
extent such Borrower has decided to accept or reject each Competitive Bid, in
the case of a Competitive Eurocurrency Borrowing, not later than 10:30 a.m., New
York City time, three Business Days (or, in the case of a Eurocurrency Borrowing
denominated in a Foreign Currency, 2:00 p.m., London time, four Business Days)
before the date of the proposed Competitive Borrowing, and in the case of a
Fixed Rate Borrowing, not later than 10:30 a.m., New York City time (or in the
case of a Fixed Rate Borrowing denominated in a Foreign Currency, 10:30 a.m.,
London time), on the proposed date of the Competitive Borrowing; provided, that
(i) the failure of such Borrower to give such notice shall be deemed to be a
rejection of each Competitive Bid, (ii) such Borrower shall not accept a
Competitive Bid made at a particular Competitive Bid Rate if such Borrower
rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the
aggregate amount of the Competitive Bids accepted by such Borrower shall not
exceed the aggregate amount of the requested Competitive Borrowing specified in
the related Competitive Bid Request, (iv) to the extent necessary to comply with
clause (iii) of this proviso, such Borrower may accept Competitive Bids at the
same Competitive Bid Rate in part, which acceptance, in the case of multiple
Competitive Bids at such Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such Competitive Bid, and (v) except pursuant
to clause (iv) of this proviso, no Competitive Bid shall be accepted for a
Competitive Loan unless such Competitive Loan is in a principal amount of
$15,000,000 or a larger multiple of $1,000,000; provided further that if a
Competitive Loan must be in an amount less than $15,000,000 because of the
provisions of clause (iv) of the first proviso of this paragraph, such
Competitive Loan may be in an amount of $1,000,000 or any multiple thereof, and
in calculating the pro rata allocation of acceptances of portions of multiple
Competitive Bids at a particular


                                       22




<PAGE>

Competitive Bid Rate pursuant to such clause (iv) the amounts shall be rounded
to multiples of $1,000,000 in a manner determined by the Company. A notice given
by any Borrower pursuant to this paragraph shall be irrevocable.

          (e) Notification of Acceptances by the Administrative Agent. The
Administrative Agent shall promptly notify each bidding Lender by telecopy
whether or not its Competitive Bid has been accepted (and, if so, the amount and
Competitive Bid Rate so accepted), and each successful bidder will thereupon
become bound, subject to the terms and conditions hereof, to make the
Competitive Loan in respect of which its Competitive Bid has been accepted.

          (f) Bids by the Administrative Agent. If the Administrative Agent
shall elect to submit a Competitive Bid in its capacity as a Lender, it shall
submit such Competitive Bid directly to the respective Borrower at least one
quarter of an hour earlier than the time by which the other Lenders are required
to submit their Competitive Bids to the Administrative Agent pursuant to
paragraph (b) of this Section.

          (g) Continuing Obligations of Lenders. The extension of any
Competitive Loan by any Lender shall not constitute utilization of such Lender's
Commitment hereunder, and such Lender shall remain obligated (as provided in
Section 2.17 (c)) to make Loans in an amount equal to its pro rata share of the
aggregate Commitments under this Agreement provided that in no event shall the
sum of the total Revolving Credit Exposures plus the aggregate principal amount
of outstanding Competitive Loans at any time exceed the total Commitments.

     SECTION 2.05. Funding of Borrowings.

          (a) Funding by Lenders. Each Lender shall make each Loan to be made by
it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 12:00 noon, Local Time, to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the Lenders.
The Administrative Agent will make such Loans available to the respective
Borrower by promptly crediting the amounts so received, in like funds, to an
account maintained with the Administrative Agent in New York City and designated
by such Borrower in the applicable Borrowing Request or Competitive Bid Request.

          (b) Presumption by the Administrative Agent. Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Borrowing that such Lender will not make available to the Administrative Agent
such Lender's share of such Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with
paragraph (a) of this Section and may, in reliance upon such assumption, make
available to the respective Borrower a corresponding amount. In such event, if a
Lender has not in fact made its share of the applicable Borrowing available to
the Administrative Agent, then the applicable Lender and such Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such
amount is made available to such Borrower to but excluding the date of payment
to the Administrative Agent, at (i) in the case of such Lender, the


                                       23




<PAGE>

Federal Funds Effective Rate or (ii) in the case of such Borrower, the interest
rate applicable to ABR Loans. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

     SECTION 2.06. Interest Elections.

          (a) Elections by Borrowers for Syndicated Borrowings. Each Syndicated
Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Syndicated Eurocurrency Borrowing, shall have the
Interest Period specified in such Borrowing Request. Thereafter, a Borrower may
elect to convert such Borrowing to a Borrowing of a different Type or to
continue such Borrowing as a Borrowing of the same Type and, in the case of a
Syndicated Eurocurrency Borrowing, may elect the Interest Period therefor, all
as provided in this Section; provided, however, that (i) a Syndicated Borrowing
denominated in one Currency may not be continued as, or converted to, a
Syndicated Borrowing in a different Currency, (ii) no Syndicated Eurocurrency
Borrowing denominated in a Foreign Currency may be continued if, after giving
effect thereto, the sum of the Revolving Credit Exposures plus the aggregate
principal amount of outstanding Competitive Loans would exceed the aggregate
Commitments, and (iii) a Syndicated Eurocurrency Borrowing denominated in a
Foreign currency may not be converted to a Borrowing of a different Type. A
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans constituting such Borrowing, and the Loans
constituting each such portion shall be considered a separate Borrowing. This
Section shall not apply to Competitive Borrowings, which may not be converted or
continued.

          (b) Notice of Elections. To make an election pursuant to this Section,
a Borrower shall notify the Administrative Agent of such election by telephone
by the time that a Borrowing Request would be required under Section 2.03 if the
Company were requesting a Syndicated Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by
the Company (on behalf of itself or, as applicable, on behalf of an Approved
Borrower).

          (c) Information in Interest Election Requests. Each telephonic and
written Interest Election Request shall specify the following information in
compliance with Section 2.02:

               (i) the Borrower and the Borrowing to which such Interest
          Election Request applies and, if different options are being elected
          with respect to different portions thereof, the portions thereof to be
          allocated to each resulting Borrowing (in which case the information
          to be specified pursuant to clauses (iii) and (iv) of this paragraph
          shall be specified for each resulting Borrowing);

               (ii) the effective date of the election made pursuant to such
          Interest Election Request, which shall be a Business Day;


                                       24




<PAGE>

               (iii) whether, in the case of a Borrowing denominated in Dollars,
          the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency
          Borrowing; and

               (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the
          Interest Period therefor after giving effect to such election, which
          shall be a period contemplated by the definition of the term "Interest
          Period" and permitted under Section 2.02(d).

If any such Interest Election Request requests a Eurocurrency Borrowing (whether
denominated in Dollars or a Foreign Currency) but does not specify an Interest
Period, then the respective Borrower shall be deemed to have selected an
Interest Period of one month's duration.

          (d) Notice by the Administrative Agent to Lenders. Promptly following
receipt of an Interest Election Request, the Administrative Agent shall advise
each Lender of the details thereof and of such Lender's portion of each
resulting Borrowing.

          (e) Failure to Elect; Events of Default. If a Borrower fails to
deliver a timely Interest Election Request with respect to a Syndicated
Eurocurrency Borrowing prior to the end of the Interest Period therefor, then,
unless such Borrowing is repaid as provided herein, (i) if such Borrowing is
denominated in Dollars, at the end of such Interest Period such Borrowing shall
be converted to an ABR Borrowing, and (ii) if such Borrowing is denominated in a
Foreign Currency, the Company shall be deemed to have selected an Interest
Period of one month's duration. Notwithstanding any contrary provision hereof,
if an Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Required Lenders, so notifies the Borrowers, then,
so long as an Event of Default is continuing (A) no outstanding Syndicated
Borrowing denominated in Dollars may be converted to or continued as a
Syndicated Eurocurrency Borrowing (B) unless repaid, each Syndicated
Eurocurrency Borrowing denominated in Dollars shall be converted to an ABR
Borrowing at the end of the Interest Period therefor and (C) no outstanding
Syndicated Eurocurrency Borrowing denominated in a Foreign Currency may have an
Interest Period of more than one month's duration.

     SECTION 2.07. Changes of Commitments.

          (a) Scheduled Termination. Unless previously terminated, the aggregate
amount of the Commitments shall terminate on the Commitment Termination Date.

          (b) Voluntary Termination or Reduction. The Company may at any time
terminate or from time to time reduce the Commitments; provided that (i) each
reduction of the Commitments shall be in an amount that is $15,000,000
or a larger multiple of $1,000,000 and (ii) the Company shall not
terminate or reduce the Commitments if, after giving effect to any concurrent
prepayment of the Loans in accordance with Section 2.09, the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans would exceed the total Commitments.

          (c) Notice of Voluntary Termination or Reduction. The Company shall
notify


                                       25




<PAGE>

the Administrative Agent of any election to terminate or reduce the Commitments
under paragraph (b) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and
the effective date thereof. Promptly following receipt of any such notice, the
Administrative Agent shall advise the Lenders of the contents thereof. Each
notice delivered by the Company pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Commitments delivered by the
Company may state that such notice is conditioned upon the effectiveness of
other credit facilities, in which case such notice may be revoked by the Company
(by notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied.

          (d) Effect of Termination or Reduction. Any termination or reduction
of the Commitments shall be permanent. Each reduction of the Commitments shall
be made ratably among the Lenders in accordance with their respective
Commitments.

          (e) Increase of Commitments.

               (i) Requests for Increase by Company. The Company may at any
          time, by notice to the Administrative Agent, propose that the
          aggregate amount of the Commitments hereunder be increased (each such
          proposed increase being a "Commitment Increase"), effective as of a
          date (the "Commitment Increase Date") that shall be specified in such
          notice and that shall be prior to the Commitment Termination Date;
          provided that

               (A) the Company may not propose more than one Commitment Increase
          during any calendar month,

               (B) the proposed Commitment Increase in respect of the Commitment
          of either (i) any Increasing Lender or (ii) any Assuming Lender for
          each Commitment Increase Date shall be in the aggregate amount of
          $10,000,000 or a multiple of $1,000,000 in excess thereof, provided
          that the minimum amount of the Commitment of any Assuming Lender shall
          be $20,000,000,

               (C) in no event shall the aggregate amount of the Commitments
          hereunder, and under the 364-Day Credit Agreement, at any time exceed
          $2,350,000,000,

               (D) no Default shall have occurred and be continuing on such
          Commitment Increase Date or shall result from the proposed Commitment
          Increase,

               (E) the representations and warranties contained in Article III
          shall be correct on and as of the Commitment Increase Date as if made
          on and as of such date, and

               (F) immediately after giving effect to such Commitment Increase,
          no Lender shall hold more than 20% of the aggregate amount of the
          Commitments.


                                       26




<PAGE>

The Administrative Agent shall notify the Lenders of a proposed Commitment
Increase promptly upon its receipt of any notice from the Company with respect
to such proposed Commitment Increase. It shall be in each Lender's sole
discretion whether to increase its Commitment hereunder in connection with any
proposed Commitment Increase. No later than 10 Business Days (or such longer
period as the Company and the Administrative shall agree) after its receipt of
the Company's notice proposing a Commitment Increase, each Lender that is
willing to increase its Commitment hereunder (each such Lender being an
"Increasing Lender") shall deliver to the Administrative Agent a notice in which
such Lender shall set forth the maximum increase in its Commitment to which such
Lender is willing to agree, and the Administrative Agent shall promptly provide
to the Company a copy of such Increasing Lender's notice.

               (ii) Acceptance of Commitment Increase by Company. If agreement
          is reached prior to the relevant Commitment Increase Date with any
          Increasing Lenders and Assuming Lenders, if any, as to a Commitment
          Increase (the amount of which may be less than (subject to the
          limitation set forth in clause (i)(B) of this Section 2.07(e)) but not
          greater than that amount specified in the applicable notice from the
          Company), the Company shall deliver, no later than three Business Days
          prior to such Commitment Increase Date, a notice thereof in reasonable
          detail to the Administrative Agent (and the Administrative Agent shall
          give notice thereof to the Lenders, including any Assuming Lenders).
          The Assuming Lenders, if any, shall become Lenders hereunder as of
          such Commitment Increase Date and the Commitments of any Increasing
          Lenders and such Assuming Lenders shall be increased as of such
          Commitment Increase Date; provided that:

               (x) the Administrative Agent shall have received on or prior to
          9:00 a.m., New York City time, on such Commitment Increase Date a
          certificate of a duly authorized officer of the Company stating that
          each of the applicable conditions to such Commitment Increase set
          forth in this Section 2.07(e) has been satisfied;

               (y) with respect to each Assuming Lender, the Administrative
          Agent shall have received, on or prior to 9:00 a.m., New York City
          time, on such Commitment Increase Date, an appropriate Assumption
          Agreement in substantially the form of Exhibit E, duly executed by
          such Assuming Lender and the Company and acknowledged by the
          Administrative Agent; and

               (z) each Increasing Lender shall have delivered to the
          Administrative Agent, on or prior to 9:00 a.m., New York City time, on
          such Commitment Increase Date, confirmation in writing satisfactory to
          the Administrative Agent as to its increased Commitment, with a copy
          of such confirmation to the Company.

               (iii) Recordation into Register. Upon its receipt of confirmation
          from a Lender that it is increasing its Commitment hereunder, together
          with the certificate referred to in clause (ii)(x) above, the
          Administrative Agent shall (A)


                                       27




<PAGE>

          record the information contained therein in the Register and (B) give
          prompt notice thereof to the Company. Upon its receipt of an
          Assumption Agreement executed by an Assuming Lender, together with the
          certificate referred to in clause (ii)(x) above, the Administrative
          Agent shall, if such Assumption Agreement has been completed and is in
          substantially the form of Exhibit E, (c) accept such Assumption
          Agreement, (y) record the information contained therein in the
          Register and (z) give prompt notice thereof to the Company.

               (iv) Adjustments of Borrowings upon Effectiveness of Increase. In
          the event that the Administrative Agent shall have received notice
          from the Company as to any agreement with respect to a Commitment
          Increase on or prior to the relevant Commitment Increase Date and the
          actions provided for in clauses (ii)(x) through (ii)(z) above shall
          have occurred by 9:00 a.m., New York City time, on such Commitment
          Increase Date, the Administrative Agent shall notify the Lenders
          (including any Assuming Lenders) of the occurrence of such Commitment
          Increase Date promptly on such date by facsimile transmission or
          electronic messaging system. On the date of such increase, the
          Borrowers shall each prepay their respective then outstanding
          Syndicated Loans (if any) in full, and shall simultaneously borrow new
          Syndicated Loans hereunder in an amount equal to such prepayment, so
          that, after giving effect thereto, the Syndicated Loans of the
          respective Lenders to each Borrower are held ratably by the Lenders in
          accordance with their respective Commitments (after giving effect to
          such Commitment increases).

     SECTION 2.08. Repayment of Loans; Evidence of Debt.

          (a) Repayment. Each Borrower hereby unconditionally promises to pay
the Loans as follows:

               (i) to the Administrative Agent for account of the Lenders the
          outstanding principal amount of the Syndicated Loans on the Commitment
          Termination Date, and

               (ii) to the Administrative Agent for account of the respective
          Lender the then unpaid principal amount of each Competitive Loan of
          such Lender on the last day of the Interest Period therefor.

          (b) Manner of Payment. Prior to any repayment or prepayment of any
Borrowings hereunder, the respective Borrower shall select the Borrowing or
Borrowings to be paid and shall notify the Administrative Agent by telephone
(confirmed by telecopy) of such selection not later than 11:00 a.m., New York
City time, three Business Days before the scheduled date of such repayment;
provided that each repayment of Borrowings shall be applied to repay any
outstanding ABR Borrowing before any other Borrowings. If a Borrower fails to
make a timely selection of the Borrowing or Borrowings to be repaid or prepaid,
such payment shall be applied, first, to pay any outstanding ABR Borrowings of
such Borrower and, second, to other Borrowings of such Borrower in the order of
the remaining duration of their respective Interest Periods (the Borrowing with
the shortest remaining Interest


                                       28




<PAGE>

Period to be repaid first), and for these purposes, Competitive Loans shall be
deemed to be in the same Class as Syndicated Loans. Each payment of a Syndicated
Borrowing shall be applied ratably to the Loans included in such Borrowing.

          (c) Maintenance of Loan Accounts by Lenders. Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of the Borrowers to such Lender resulting from each Loan made
by such Lender, including the amounts of principal and interest payable and paid
to such Lender from time to time hereunder.

          (d) Maintenance of Loan Accounts by the Administrative Agent. The
Administrative Agent shall maintain accounts in which it shall record (i) the
amount and Currency of each Loan made hereunder, the Class and Type thereof and
each Interest Period therefor, (ii) the amount and Currency of any principal or
interest due and payable or to become due and payable from each Borrower to each
Lender hereunder and (iii) the amount and Currency of any sum received by the
Administrative Agent hereunder for account of the Lenders and each Lender's
share thereof.

          (e) Effect of Entries. The entries made in the accounts maintained
pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence
of the existence and amounts of the obligations recorded therein; provided that
the failure of any Lender or the Administrative Agent to maintain such accounts
or any error therein shall not in any manner affect the obligation of a Borrower
to repay the Loans in accordance with the terms of this Agreement.

          (f) Promissory Notes. Any Lender may request that Loans made by it to
a Borrower be evidenced by a promissory note. In such event, such Borrower shall
prepare, execute and deliver to such Lender a promissory note payable to the
order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 9.04) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

     SECTION 2.09. Prepayment of Loans.

          (a) Optional Prepayments. Each Borrower shall have the right at any
time and from time to time to prepay any Borrowing made to it in whole or in
part, subject to the requirements of this Section; provided that no Borrower
shall have the right to prepay any Competitive Loan without the prior consent of
the Lender thereof.

          (b) Mandatory Prepayments.

               (i) Determination of Amount Outstanding. On each Quarterly Date
          and promptly upon the receipt by the Administrative Agent of a
          Currency Valuation Notice (as defined below), the Administrative Agent
          shall determine the sum of the aggregate Revolving Credit Exposure
          plus the aggregate outstanding principal amount of all Competitive
          Loans. For the purpose of this determination, the outstanding
          principal amount of any Loan that is denominated in any Foreign
          Currency shall be deemed to be the


                                       29




<PAGE>

          Dollar Equivalent of the amount in the Foreign Currency of such Loan,
          determined as of such Quarterly Date or, in the case of a Currency
          Valuation Notice received by the Administrative Agent prior to 11:00
          a.m., New York City time, on a Business Day, on such Business Day or,
          in the case of a Currency Valuation Notice otherwise received, on the
          first Business Day after such Currency Valuation Notice is received.
          Upon making such determination, the Administrative Agent shall
          promptly notify the Lenders and the Company thereof.


               (ii) Prepayment. If, on the date of such determination such sum
          exceeds 105% of the aggregate amount of the Commitments as then in
          effect, the Borrowers shall, if requested by the Required Lenders
          (through the Administrative Agent), prepay the Syndicated Loans and
          Competitive Loans in such amounts as shall be necessary so that after
          giving effect thereto the sum of the aggregate Revolving Credit
          Exposure plus the aggregate outstanding principal amount of all
          Competitive Loans does not exceed the Commitments.

For purposes hereof, "Currency Valuation Notice" means a notice given by the
Required Lenders to the Administrative Agent stating that such notice is a
"Currency Valuation Notice" and requesting that the Administrative Agent
determine the sum of the aggregate Revolving Credit Exposure plus the aggregate
outstanding principal amount of all Competitive Loans. The Administarative Agent
shall not be required to make more than one valuation determination pursuant to
Currency Valuation Notices within any rolling three month period. Any prepayment
pursuant to this paragraph shall be applied, first, to Syndicated Loans
outstanding and second, to Competitive Loans outstanding.

          (c) Notices, Etc. Each Borrower shall notify the Administrative Agent
by telephone (confirmed by telecopy) of any optional prepayment to be made by it
hereunder (i) in the case of prepayment of a Syndicated Eurocurrency Borrowing
or of a Competitive Borrowing, not later than 11:00 a.m., New York City time,
(or in the case of a Borrowing denominated in a Foreign Currency, 11:00 a.m.
London time), two Business Days before the date of prepayment or (ii) in the
case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City
time, on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date the principal amount of each Borrowing or portion
thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably
detailed calculation of the amount of such prepayment; provided that, if a
notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.07, then such notice
of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.07. Promptly following receipt of any such notice
relating to a Syndicated Borrowing or Competitive Borrowing, the Administrative
Agent shall advise the relevant Lenders of the contents thereof. Each partial
prepayment of any Borrowing shall be in an amount that would be permitted in the
case of a Borrowing of the same Type as provided in Section 2.02, except as
necessary to apply fully the required amount of a mandatory prepayment. Each
prepayment of a Syndicated Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
interest to the extent required


                                       30




<PAGE>

by Section 2.11 and shall be made in the manner specified in Section 2.08(b).

     SECTION 2.10. Fees.

          (a) Facility Fee. The Company agrees to pay to the Administrative
Agent for account of each Lender a facility fee, which shall accrue at the
Applicable Rate on the daily amount of the Commitment of such Lender (whether
used or unused) during the period from and including the Effective Date to but
excluding the earlier of the date such Commitment terminates and the Commitment
Termination Date; provided that, if such Lender continues to have any Revolving
Credit Exposure after its Commitment terminates, then such facility fee shall
continue to accrue on the daily amount of such Lender's Revolving Credit
Exposure from and including the date on which its Commitment terminates to but
excluding the date on which such Lender ceases to have any Revolving Credit
Exposure. Accrued facility fees shall be payable on each Quarterly Date and on
the earlier of the date the Commitment terminates and the Commitment Termination
Date, commencing on the first such date to occur after the date hereof; provided
that any facility fees accruing after the date on which the Commitments
terminate shall be payable on demand. All facility fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

          (b) Administrative Agent Fees. The Company agrees to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at
the times separately agreed upon between the Company and the Administrative
Agent.

          (c) Payment of Fees. All fees payable hereunder shall be paid on the
dates due, in Dollars and immediately available funds, to the Administrative
Agent for distribution, in the case of facility fees, to the Lenders entitled
thereto. Fees paid shall not be refundable under any circumstances.

     SECTION 2.1l. Interest.

          (a) ABR Loans. The Loans constituting each ABR Borrowing shall bear
interest at a rate per annum equal to the Alternate Base Rate.

          (b) Eurocurrency Loans. The Loans constituting each Eurocurrency
Borrowing shall bear interest at a rate per annum equal to (i) in the case of a
Syndicated, Eurocurrency Borrowing, the Adjusted Eurocurrency Rate for the
Interest Period for such Borrowing plus the Applicable Rate, or (ii) in the case
of a Competitive Eurocurrency Borrowing, the Eurocurrency Rate for the Interest
Period for such Borrowing plus (or minus, as applicable) the Margin applicable
to such Loan.

          (c) Fixed Rate Loans. Each Fixed Rate Loan shall bear interest at a
rate per annum equal to the Fixed Rate applicable to such Loan.

          (d) Default Interest. Notwithstanding the foregoing, if any principal
of or interest on any Loan or any fee or other amount payable by a Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration by
mandatory prepayment or otherwise, such overdue amount shall bear interest,
after as well as before judgment, at a rate per


                                       31




<PAGE>

annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided above or (ii) in the case of
any other amount, 2% plus the rate applicable to ABR Loans as provided in
paragraph (a) of this Section.

          (e) Payment of Interest. Accrued interest on each Loan shall be
payable in arrears on each Interest Payment Date for such Loan and, in the case
of Syndicated Loans, upon termination of the Commitments; provided that (i)
interest accrued pursuant to paragraph (d) of this Section shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan (other than
a prepayment of an ABR Loan prior to the Commitment Termination Date), accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment and (iii) in the event of any conversion of any
Syndicated Eurocurrency Borrowing prior to the end of the Interest
Period therefor, accrued interest on such Borrowing shall be payable on the
effective date of such conversion.

          (f) Computation. All interest hereunder shall be computed on the basis
of a year of 360 days, except that (i) interest in respect of Eurocurrency
Borrowings denominated in English Pounds Sterling shall be computed on the basis
of a year of 365 days (or 366 days in a leap year), and (ii) interest computed
by reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on the Prime Rate shall be computed on the basis of a year of 365 days (or
366 days in a leap year), interest shall in each case shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day). The applicable Alternate Base Rate, Adjusted Eurocurrency Rate or
Eurocurrency Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

     SECTION 2.12. Alternate Rate of Interest. If prior to the commencement of
the Interest Period for a Eurocurrency Borrowing (the Currency of such Borrowing
herein called the "Affected Currency"):

          (a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted Eurocurrency Rate (in the case of a
Syndicated Eurocurrency Borrowing) or the Eurocurrency Rate (in the case of a
Competitive Eurocurrency Borrowing), for the Affected Currency for such Interest
Period; or

          (b) the Administrative Agent is advised by the Required Lenders (or,
in the case of a Competitive Eurocurrency Borrowing, any Lender that is required
to make such Loan) that the Adjusted Eurocurrency Rate (in the case of a
Syndicated Eurocurrency Borrowing) or the Eurocurrency Rate (in the case of
Competitive Eurocurrency Borrowing) for the Affected Currency for such Interest
Period will not adequately and fairly reflect the cost to such Lenders (or
Lender) of making or maintaining their Loans (or its Loan) included in such
Borrowing for such Interest Period;


                                       32




<PAGE>

then the Administrative Agent shall give notice thereof to the Borrowers and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrowers and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Syndicated Borrowing to, or
the continuation of any Syndicated Borrowing as, a Syndicated Eurocurrency
Borrowing denominated in the Affected Currency shall be ineffective and, if the
Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall
be continued as, or converted to, an ABR Borrowing, (ii) if the Affected
Currency is Dollars and any Borrowing Request requests a Syndicated Eurocurrency
Borrowing denominated in Dollars, such Borrowing shall be made as an ABR
Borrowing (iii) if the Affected Currency, is a Foreign Currency, any Borrowing
Request that requests a Syndicated Eurocurrency Borrowing denominated in the
Affected Currency shall be ineffective and (iv) any request by a Borrower for a
Competitive Eurocurrency Borrowing denominated in the Affected Currency shall be
ineffective; provided that (A) if the circumstances giving rise to such notice
do not affect all the Lenders, then requests by a Borrower for Competitive
Eurocurrency Borrowings denominated in the Affected Currency may be made to
Lenders that are not affected thereby, and (B) the provisions of this Section
shall not apply to any determination of the Adjusted Eurocurrency Rate or the
Eurocurrency Rate (as the case may be) for the Interest Period for any
Eurocurrency Borrowing if the applicable Eurocurrency Rate is available on the
Screen as contemplated by the first sentence of the definition of "Eurocurrency
Rate".

     SECTION 2.13. Increased Costs.

          (a) Increased Costs Generally. If any Change in Law shall:

               (i) impose, modify or deem applicable any reserve, special
          deposit or similar requirement against assets of, deposits with or for
          account of, or credit extended by, any Lender (except any such reserve
          requirement reflected in the Adjusted Eurocurrency Rate); or

               (ii) impose on any Lender or the London interbank market any
          other condition affecting this Agreement or Eurocurrency Loans or
          Fixed Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lenders of making or maintaining any Eurocurrency Loan or Fixed Rate Loan to any
Borrower (or of maintaining its obligation to make any such Loan) or to reduce
the amount of any sum received or receivable by such Lender hereunder (whether
of principal, interest or otherwise), then the respective Borrower will pay to
such Lender, in Dollars, such additional amount or amounts as will compensate
such Lender for such additional costs incurred or reduction suffered.

          (b) Capital Requirements. If any Lender determines that any Change in
Law regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's capital or on the capital of such Lender's
holding company, if any, as a consequence of this Agreement or the Loans made by
such Lender to a level below that which such Lender or such Lender's holding
company could have achieved but for such Change in Law (taking into


                                       33




<PAGE>

consideration such Lender's policies and the policies of such Lender's holding
company with respect to capital adequacy), then from time to time the Company
will pay to such Lender, in Dollars, such additional amount or amounts as will
compensate such Lender or such Lender's holding company for any such reduction
suffered.

          (c) Certificates from Lenders. A certificate of a Lender setting forth
the amount or amounts, in Dollars, necessary to compensate such Lender or its
holding company, as the case may be, as specified in paragraph (a) or (b) of
this Section, and setting forth calculations of such amount or amounts, shall be
delivered to the Company and shall be conclusive absent manifest error. The
respective Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.

          (d) Delay in Requests. Failure or delay on the part of any Lender to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's right to demand such compensation; provided that no Borrower shall
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than six months prior to the date that such
Lender notifies the Company of the Change in Law giving rise to such increased
costs or reductions and of such Lender's intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the six-month period referred
to above shall be extended to include the period of retroactive effect thereof.

          (e) Competitive Loans. Notwithstanding the foregoing provisions of
this Section, a Lender shall not be entitled to compensation pursuant to this
Section in respect of any Competitive Loan if the Change in Law that would
otherwise entitle it to such compensation shall have been publicly announced
prior to submission of the Competitive Bid pursuant to which such Loan was made.

     SECTION 2.14. Break Funding Payments. In the event of (a) the payment of
any principal of any Eurocurrency Loan or Fixed Rate Loan of any Borrower other
than on the last day of an Interest Period therefor (including as a result of an
Event of Default), (b) the conversion of any Syndicated Eurocurrency Loan of any
Borrower other than on the last day of an Interest Period therefor, (c) the
failure to borrow, convert, continue or prepay any Syndicated Loan of any
Borrower on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice is permitted to be revocable under Section
2.09(c) and is revoked in accordance herewith), (d) the failure by any Borrower
to borrow any Competitive Loan after accepting the Competitive Bid to make such
Loan, (e) the assignment of any Syndicated Eurocurrency Loan or Fixed Rate Loan
of any Borrower other than on the last day of an Interest Period therefor as a
result of a request by the Company pursuant to Section 2.18 or (f) any repayment
of all or any portion of any Syndicated Eurocurrency Loan or Fixed Rate Loan
other than on the last day of an Interest Period therefor as a result of a
request by the Company for a Commitment Increase pursuant to Section 2.07(e) and
a resulting adjustment of outstanding Borrowings as between Lenders under
paragraph (iv) of said Section, then, in any such event, such Borrower shall
compensate each Lender for the loss, cost and expense attributable to such
event.


                                       34




<PAGE>

     In the case of a Eurodollar Loan, the loss to any Lender attributable to
any such event shall be deemed to include an amount determined by such Lender to
be equal to the excess, if any, of (i) the amount of interest that such Lender
would pay for a deposit equal to the principal amount of such Loan denominated
in the Currency of such Loan for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to borrow, convert or
continue, the duration of the Interest Period that would have resulted from such
borrowing, conversion or continuation) if the interest rate payable on such
deposit were equal to the Adjusted Eurocurrency Rate for such Currency (in the
case of a Syndicated Eurocurrency Loan) or the Eurocurrency Rate for such
Currency (in the case of a Competitive Eurocurrency Loan) for such Interest
Period, over (ii) the amount of interest that such Lender would earn on such
principal amount for such period if such Lender were to invest such principal
amount for such period at the interest rate that would be bid by such Lender (or
an affiliate of such Lender) for deposits denominated in such Currency from
other banks in the eurocurrency market at the commencement of such period. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Company and shall be conclusive absent manifest error. The respective Borrower
shall pay such Lender the amount shown as due on any such certificate within 10
days after receipt thereof.

     SECTION 2.15.  U.S. Taxes.

          (a) Payments Free of Taxes. Any and all payments by or on account of
any obligation of any Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if any
Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or Lender
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) such Borrower shall make such deductions
and (iii) such Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

          (b) Payment of Other Taxes by the Borrowers. In addition, each
Borrower shall pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.

          (c) Indemnification by the Company. The Company shall indemnify the
Administrative Agent and each Lender, within 10 days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) paid by the Administrative Agent or such
Lender, as the case may be, and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes
or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Company by a Lender, or by the Administrative Agent
on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error.


                                       35




<PAGE>

          (d) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority,
such Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

          (e) Foreign Lenders. Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the United
States of America, or any treaty to which the United States of America is a
party, with respect to payments under this Agreement by any Borrower shall
deliver to the Company (with a copy to the Administrative Agent), at the time or
times prescribed by applicable law or reasonably requested by the Company, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate.

     SECTION 2.16. Foreign Taxes.

          (a) Payments to be Made Free and Clear of Foreign Taxes. All payments
on account of the principal of and interest on the Loans, fees and all other
amounts payable hereunder by any Approved Borrower organized under a Foreign
Jurisdiction to or for the account of the Administrative Agent or any Lender,
including amounts payable under paragraph (b) of this Section, shall be made
free and clear of and without reduction or liability for Foreign Taxes. Such
Approved Borrower will pay all Foreign Taxes applicable to it, without charge to
or offset against any amount due to the Administrative Agent or any Lender,
prior to the date on which penalties attach thereto, except for any such Foreign
Taxes (other than Foreign Taxes imposed on or in respect of any amount payable
by such Approved Borrower hereunder) the payment of which is being contested in
good faith and by proper proceedings and against which adequate reserves are
being maintained, so long as no claim for such Foreign Taxes is made on the
Administrative Agent or any Lender.

          (b) Indemnification by Approved Borrowers. Each Approved Borrower
organized under a Foreign Jurisdiction shall indemnify the Administrative Agent
and each Lender against, and reimburse the Administrative Agent and each Lender
on demand for, any Foreign Taxes applicable to it and any loss, liability, claim
or expense, including interest, penalties and legal fees, that the
Administrative Agent or such Lender may incur at any time arising out of or in
connection with any failure of such Approved Borrower to make any payment of
Foreign Taxes when due.

          (c) Gross-Up for Foreign Taxes. In the event that any Approved
Borrower organized under a Foreign Jurisdiction is required by applicable law,
decree or regulation to deduct or withhold Foreign Taxes from any amounts
payable on, under or in respect of this Agreement or the Loans made to it, such
Approved Borrower shall (to the fullest extent permitted by applicable law)
promptly pay the Person entitled to such amount such additional amounts as may
be required, after the deduction or withholding of Foreign Taxes, to enable such
Person to receive from such Approved Borrower on the due date thereof, an amount
equal to the full amount stated to be payable to such Person under this
Agreement. Each Lender shall provide to such Approved Borrower such forms or
certificates as such Approved Borrower may


                                       36




<PAGE>

reasonably request to establish such Lender's entitlement to an exemption from
or reduction of Foreign Taxes, but no Lender shall be required to provide any
form or certificate if it determines in its discretion that the provision of
such form or certificate could adversely affect it or it is not legally entitled
to provide such form or certificate.

          (d) Evidence of Payment of Foreign Taxes. Each Approved Borrower
organized under a Foreign Jurisdiction shall furnish to the Administrative
Agent, upon the request of any Lender (through the Administrative Agent),
together with sufficient certified copies for distribution to each Lender
requesting the same (identifying the Lenders that have so requested), original
official tax receipts (or certified copies thereof) in respect of each payment
of Foreign Taxes required under this Section made by such Approved Borrower or
such other information, documents and receipts that the Administrative Agent or
such Lender may reasonably require to establish to its satisfaction that full
and timely payment has been made of all Foreign Taxes required to be paid under
this Section within 30 days after the date such payment is made.

     SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

          (a) Payments by the Borrowers. Each Borrower shall make each payment
required to be made by it hereunder (whether of principal, interest or fees, or
under Section 2.13, 2.14, 2.15 or 2.16, or otherwise) prior to 12:00 noon, Local
Time, on the date when due, in immediately available funds, without set-off,
counterclaim or other deduction. Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at
the Administrative Agent's Account, except that payments pursuant to Sections
2.13, 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled
thereto. The Administrative Agent shall distribute any such payments received by
it for account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder (including facility fees, payments required under Section 2.13, and
payments required under Section 2.14 relating to any Loan denominated in
Dollars, but not including principal of, and interest on, any Loan denominated
in any Foreign Currency or payments relating to any such Loan required under
Section 2.14, which are payable in such Foreign Currency) shall be made in
Dollars. Notwithstanding the foregoing, if any Borrower shall fail to pay any
principal of any Loan when due (whether at stated maturity, by acceleration, by
mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if
such Loan is not denominated in Dollars, automatically be redenominated in
Dollars on the due date thereof (or, if such due date is a day other than the
last day of the Interest Period therefor, on the last day of such Interest
Period) in an amount equal to the Dollar Equivalent thereof on the date of such
redenomination and such principal shall be payable on demand; and if any
Borrower shall fail to pay any interest on any Loan that is not denominated in
Dollars, such interest shall automatically be redenominated in Dollars on the
due date therefor (or, if such due date is a day other than the last day of the
Interest Period therefor, on the last day of such Interest Period) in an amount
equal to the Dollar


                                       37




<PAGE>

Equivalent thereof on the date of such redenomination and such interest shall be
payable on demand.

          (b) Application of Insufficient Payments. If at any time insufficient
funds are received by and available to the Administrative Agent to pay fully all
amounts of principal, interest and fees then due hereunder, such funds shall be
applied (i) first, to pay interest and fees then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, to pay principal then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal then due to such parties.

          (c) Pro Rata Treatment. Except to the extent otherwise provided
herein: (i) each Syndicated Borrowing shall be made from the Lenders, each
payment of a facility fee under Section 2.10 shall be made for account of the
Lenders, and each termination or reduction of the amount of the Commitments
under Section 2.07 shall be applied to the respective Commitments of the
Lenders, pro rata according to the amounts of their respective Commitments (or,
in the case of payment of facility fees, pro rata according to the amounts of
their respective Revolving Credit Exposures); (ii) each Syndicated Borrowing
shall be allocated pro rata among the Lenders according to the amounts of their
respective Commitments (in the case of the making of Syndicated Loans) or their
respective Loans (in the case of conversions and continuations of Loans); (iii)
each payment or prepayment of principal of Syndicated Loans by any Borrower
shall be made for account of the Lenders pro rata in accordance with the
respective unpaid principal amounts of the Syndicated Loans of such Borrower
held by them; and (iv) each payment of interest on Syndicated Loans by any
Borrower shall be made for account of the Lenders pro rata in accordance with
the amounts of interest on such Loans of such Borrower then due and payable to
the respective Lenders.

          (d) Sharing of Payments by Lenders. If any Lender shall, by exercising
any right of set-off or counterclaim or otherwise, obtain payment in respect of
any principal of or interest on any of its Syndicated Loans resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of its
Syndicated Loans and accrued interest thereon then due than the proportion
received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Syndicated Loans
of other Lenders to the extent necessary so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Syndicated
Loans; provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by a Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans to any assignee or participant, other than to the Company or any
Subsidiary or Affiliate thereof (as to which the provisions of this paragraph
shall apply). Each Borrower consents to the foregoing and agrees, to the extent
it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Borrower in the amount
of


                                       38




<PAGE>

such participation.

          (e) Presumptions of Payment. Unless the Administrative Agent shall
have received notice from a Borrower prior to the date on which any payment is
due to the Administrative Agent for account of the Lenders hereunder that the
respective Borrower will not make such payment, the Administrative Agent may
assume that such Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders
the amount due. In such event, if such Borrower has not in fact made such
payment, then each of the Lenders severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the Federal Funds Effective Rate.

          (f) Certain Deductions by the Administrative Agent. If any Lender
shall fail to make any payment required to be made by it pursuant to Section
2.05(b) or 2.17(e), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for account of such Lender to satisfy such
Lender's obligations under such Sections until all such unsatisfied obligations
are fully paid.

     SECTION 2.18. Mitigation Obligations; Replacement of Lenders.

          (a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 2.13, or if any Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for account of any
Lender pursuant to Section 2.15 or 2.16, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.13, 2.15 or 2.16, as the case may be, in the future and (ii) would
not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.

          (b) Replacement of Lenders. If any Lender requests compensation under
Section 2.13, or if any Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for account of any Lender pursuant to
Section 2.15 or 2.16, or if any Lender defaults in its obligation to fund Loans
hereunder, then the Company may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 9.04), all its interests, rights and obligations under this
Agreement (other than any outstanding Competitive Loans held by it) to an
assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Company
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans (other than
Competitive Loans), accrued interest thereon, accrued fees and all other amounts
payable to it


                                       39




<PAGE>

hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrowers (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.13 or payments required to be made pursuant to
Section 2.15 or 2.16, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Company to require such
assignment and delegation cease to apply.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          Representations and Warranties. The Company and the Approved
Borrowers, as applicable, represent and warrant to the Lenders that:

          Part A. Representations and Warranties of the Company.

     SECTION 3.01. Corporate Existence. Each of the Company and its Material
Subsidiaries: (a) is a corporation duly organized and validly existing under the
laws of the jurisdiction of its incorporation (or, in the case of a Material
Subsidiary that is not a corporation, is a partnership or other entity duly
organized and validly existing under the laws of its jurisdiction of
organization); (b) has all requisite legal power, and has all material
governmental licenses, authorizations, consents and approvals, necessary to own
its assets and carry on its business as now being or as proposed to be
conducted; and (c) is qualified to do business in all jurisdictions in which the
nature of the business conducted by it makes such qualification necessary and
where failure so to qualify would have a Material Adverse Effect.

     SECTION 3.02. Financial Condition. The consolidated balance sheet of the
Company and its Consolidated Subsidiaries as at December 31, 2000 and the
related consolidated statements of earnings, cash flow and common shareholders'
equity of the Company and its Consolidated Subsidiaries for the fiscal year
ended on said date, with the opinion thereon of Arthur Andersen LLP, and the
unaudited consolidated balance sheet of the Company and its Consolidated
Subsidiaries as at September 30, 2001 and the related consolidated statements of
earnings and cash flow of the Company and its Consolidated Subsidiaries for the
nine-month period ended on said date, in each case heretofore furnished to each
of the Lenders, are complete and correct and fairly present the consolidated
financial condition of the Company and its Consolidated Subsidiaries as at said
dates and the consolidated results of their operations for the fiscal year, and
nine-month period ended on said dates (subject, in the case of such financial
statements as at September 30, 2001, to normal year-end audit adjustments), all
in accordance with GAAP. Neither the Company nor any of its Material
Subsidiaries had on said dates any material contingent liabilities, liabilities
for taxes, unusual forward or long-term commitments or unrealized or anticipated
losses from any unfavorable commitments, except as referred to or reflected or
provided for in said balance sheets as at said dates. Since September 30,


                                       40



<PAGE>

2001, there has been no event or condition that could result in a Material
Adverse Effect.

     SECTION 3.03. Litigation. Except as disclosed to the Lenders in writing
prior to the date of this Agreement, the legal or arbitral proceedings, and
proceedings by or before any Governmental Authority, now pending or (to the
knowledge of the Company) threatened against the Company and/or any of its
Material Subsidiaries will not, in the opinion of the General Counsel of the
Company, result in imposition of liability or assessment against (including
seizure of) property that would result in a Material Adverse Effect.

     SECTION 3.04. No Breach. None of the execution and delivery of this
Agreement, the consummation of the transactions herein contemplated and
compliance with the terms and provisions hereof will conflict with or result in
a breach of, or require any consent under, the charter or by-laws of the
Company, or any applicable law or regulation, or any order, writ, injunction or
decree of any Governmental Authority, or any agreement or instrument to which
the Company or any of its Material Subsidiaries is a party or by which any of
them is bound or to which any of them is subject, or constitute a default under
any such agreement or instrument.

     SECTION 3.05. Corporate Action of the Company. The Company has all
necessary corporate power and authority to execute, deliver and perform its
obligations under this Agreement; the execution, delivery and performance by the
Company of this Agreement have been duly authorized by all necessary corporate
action on its part; and this Agreement has been duly and validly executed and
delivered by the Company and constitutes the legal, valid and binding obligation
of the Company, enforceable in accordance with its terms, except as enforcement
may be limited by equitable principles or by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally.

     SECTION 3.06. Approvals. No authorizations, approvals or consents of, and
no filings or registrations with, any Governmental Authority are necessary for
the execution, delivery or performance by the Company of this Agreement or for
the validity or enforceability thereof.

     SECTION 3.07. Use of Loans. Neither the Company nor any of its Subsidiaries
is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose, whether immediate, incidental or ultimate,
of buying or carrying Margin Stock and no part of the proceeds of any Loan
hereunder will be used to buy or carry, or to extend credit to others to buy or
carry, any Margin Stock.

     SECTION 3.08. ERISA. The Company and the ERISA Affiliates have fulfilled
their respective obligations under the minimum funding standards of ERISA and
the Code with respect to each Plan and are in compliance in all material
respects with the presently applicable


                                       41




<PAGE>

provisions of ERISA and the Code, and have not incurred any liability to the
PBGC or any Plan or Multiemployer Plan (other than to make contributions in the
ordinary course of business).

     SECTION 3.09. Taxes. United States Federal income tax returns of the
Company have been examined and closed through the fiscal year of the Company
ended December 31, 1994. The Company and its Subsidiaries have filed all United
States Federal income tax returns and all other material tax returns which are
required to be filed by them and have paid all taxes due pursuant to such
returns or pursuant to any assessment received by the Company or any of its
Subsidiaries except for those being contested in good faith and for which
adequate reserves have been established in accordance with GAAP. The charges,
accruals and reserves on the books of the Company and its Material Subsidiaries
in respect of taxes and other governmental charges are, in the opinion of the
Company, adequate. If the Company is a member of an affiliated group of
corporations filing consolidated returns for United States Federal income tax
purposes, it is the "common parent" of such group.

     SECTION 3.10. Investment Company Act. None of the Company or any of the
Approved Borrowers is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

     SECTION 3.11. Public Utility Holding Company Act. None of the Company or
any of the Approved Borrowers is a "holding company", or an "affiliate" of a
"holding company" or a "subsidiary company" of a "holding company", within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

     SECTION 3.12. Credit Agreements. Schedule II is a complete and correct
list, as of the date of Amendment No. 4, of each credit agreement, loan
agreement, indenture, purchase agreement, guarantee or other arrangement
providing for or otherwise relating to any Indebtedness or any extension of
credit (or commitment for any extension of credit) to, or guarantee by, the
Company or any of its Material Subsidiaries the aggregate principal or face
amount of which equals or exceeds (or may equal or exceed) $150,000,000 and the
aggregate principal or face amount outstanding or which may become outstanding
under each such arrangement is correctly described in Schedule II.

     SECTION 3.13. Hazardous Materials and Environmental Matters.

          (a) Licenses and Permits, Etc. The Company and each of its Material
Subsidiaries have obtained all permits, licenses and other authorizations
required under all Environmental Laws, except to the extent failure to have any
such permit, license or authorization could not in the aggregate reduce by more
than 25% the annual tonnage capacity of the paper processing operations of the
Company and its Consolidated Subsidiaries. The Company and each of its Material
Subsidiaries are in compliance with the terms and conditions of all such
permits, licenses and authorizations, and are also in compliance with all other
limitations, restrictions, conditions, standards, prohibitions, requirements,
obligations, schedules and timetables contained in any applicable Environmental
Law or in any regulation, code, plan, order, decree, judgment, injunction,
notice or demand letter issued, entered, promulgated or approved thereunder,
except to the extent failure to comply could not in the aggregate reduce by more
than 25% the annual tonnage capacity of the paper processing operations of the
Company


                                       42




<PAGE>

 and its Consolidated Subsidiaries.

          (b) Compliance Review. In the ordinary course of its business, the
Company conducts an ongoing review of the effect of Environmental Laws on the
business, operations and properties of the Company and its Subsidiaries, in the
course of which it identifies and evaluates associated liabilities and costs
(including any capital or operating expenditures required for clean-up or
closure of properties presently or previously owned, any capital or operating
expenditures required to achieve or maintain compliance with environmental
protection standards imposed by law or as a condition of any license, permit or
contract, any related constraints on operating activities, including any
periodic or permanent shutdown of any facility or reduction in the level of or
change in the nature of operations conducted thereat, any costs or liabilities
in connection with off-site disposal of wastes or hazardous substances, and any
actual or potential liabilities to third parties, including employees, and any
related costs and expenses). On the basis of this review, the Company has
reasonably concluded that such associated liabilities and costs, including the
costs of compliance with Environmental Laws, are unlikely to have a Material
Adverse Effect.

     SECTION 3.14. Full Disclosure. The Company has heretofore furnished to each
of the Lenders a true copy of (i) the Company's annual report to shareholders
for 2000 setting forth consolidated audited financial statements for the year
ended December 31, 2000 (ii) the Company's quarterly report on Form 10-Q for the
quarter ended September 30, 2001 and (iii) the Company's report on Form 10-K/A,
dated as of January 16, 2002, in each case, as filed with the Securities and
Exchange Commission. Except as disclosed in writing to the Lenders, the annual,
quarterly and other periodic reports most recently delivered to the Lenders
pursuant to this Section or Section 3.02 do not contain an untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein not misleading.

          Part B. Representations and Warranties of the Approved Borrowers.
Each Approved Borrower represents and warrants to the Lenders that:

     SECTION 3.15. Existence of Approved Borrowers. It (a) is duly organized and
validly existing under the laws of the jurisdiction of its formation; (b) has
all requisite power, and has all material governmental licenses, authorizations,
consents and approvals necessary to own its assets and carry on its


                                       43




<PAGE>

business as now being or as proposed to be conducted; and (c) is qualified to do
business in all jurisdictions in which the nature of the business conducted by
it makes such qualification necessary and where failure so to qualify would have
a Material Adverse Effect.

     SECTION 3.16. No Breach. None of the execution and delivery of its
Designation Letter, the consummation of the transactions herein contemplated and
compliance with the terms and provisions hereof will conflict with or result in
a breach of, or require any consent under, the charter or by-laws of such
Approved Borrower, or any applicable law or regulation, or any order, writ,
injunction or decree of any Governmental Authority, or any agreement or
instrument to which such Approved Borrower or any of its Subsidiaries is a party
or by which any of them is bound or to which any of them is subject, or
constitute a default under any such agreement or instrument.

     SECTION 3.17. Corporate Action. Such Approved Borrower has all necessary
power and authority to execute, deliver and perform its obligations under its
Designation Letter, and perform its obligations hereunder; the execution and
delivery by such Approved Borrower of its Designation Letter and the performance
by such Approved Borrower hereunder and thereunder have been duly authorized by
all necessary corporate action on its part; and its Designation Letter when
executed and delivered by such Approved Borrower, will constitute, the legal,
valid and binding obligation of such Approved Borrower, enforceable in
accordance with its terms.

     SECTION 3.18. Approvals. No authorizations, approvals or consents of, and
no filings or registrations with, any Governmental Authority are necessary for
the execution, delivery or performance by such Approved Borrower of its
Designation Letter or for the validity or enforceability thereof.

     SECTION 3.19. Taxes on Payments of Approved Borrowers. Except as disclosed
to the Lenders in writing prior to the delivery of such Approved Borrower's
Designation Letter, there is no income, stamp or other tax of any country, or of
any taxing authority thereof or therein, imposed by or in the nature of
withholding or otherwise, which is imposed on any payment to be made by such
Approved Borrower pursuant hereto, or is imposed on or by virtue of the
execution, delivery or enforcement of its Designation Letter.

                                   ARTICLE IV

                                    GUARANTEE

     SECTION 4.01. Guarantee. The Guarantor hereby guarantees to each Lender and
the Administrative Agent and their respective successors and assigns the prompt
payment in full when due (whether at stated maturity, by acceleration or
otherwise) of the principal of and interest on the Loans made by the Lenders to
any Approved Borrower and all other amounts from time to time owing to the
Lenders or the Administrative Agent by any Approved Borrower under this
Agreement pursuant to its Designation Letter, in each case strictly in
accordance with the terms thereof (such obligations being herein collectively
called the "Guaranteed


                                       44




<PAGE>

Obligations"). The Guarantor hereby further agrees that if any Approved Borrower
shall fail to pay in full when due (whether at stated maturity, by acceleration
or otherwise) any of the Guaranteed Obligations, the Guarantor will promptly pay
the same, without any demand or notice whatsoever, and that in the case of any
extension of time of payment or renewal of any of the Guaranteed Obligations,
the same will be promptly paid in full when due (whether at extended maturity,
by acceleration or otherwise) in accordance with the terms of such extension or
renewal.

     SECTION 4.02. Obligations Unconditional. The Obligations of the Guarantor
under Section 4.01 are absolute and unconditional irrespective of the value,
genuineness, validity, regularity, legality or enforceability of the obligations
of any Approved Borrower under this Agreement or any other agreement or
instrument referred to herein or therein (including any Designation Letter), or
any substitution, release or exchange of any other guarantee of or security for
any of the Guaranteed Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor (including any immunity, sovereign or otherwise, to which any Approved
Borrower may be entitled), it being the intent of this Section that the
obligations of the Guarantor hereunder shall be absolute and unconditional under
any and all circumstances. Without limiting the generality of the foregoing, it
is agreed that the occurrence of any one or more of the following shall not
affect the liability of the Guarantor hereunder:

               (i) at any time or from time to time, without notice to the
          Guarantor, the time for any performance of or compliance with any of
          the Guaranteed Obligations shall be extended, or such performance or
          compliance shall be waived;

               (ii) any of the acts mentioned in any of the provisions of this
          Agreement or any other agreement or instrument referred to herein or
          therein shall be done or omitted; or

               (iii) the maturity of any of the Guaranteed Obligations shall be
          accelerated, or any of the Guaranteed Obligations shall be modified,
          supplemented, or amended in any respect, or any right under this
          Agreement or any other agreement or instrument referred to herein or
          therein shall be waived or any other guarantee of any of the
          Guaranteed Obligations or any security therefor shall be released or
          exchanged in whole or in part or otherwise dealt with.

The Guarantor hereby expressly waives diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Administrative
Agent or any Lender exhaust any right, power or remedy or proceed against any
Approved Borrower under this Agreement or any other agreement or instrument
referred to herein or therein, or against any other Person under any other
guarantee of, or security for, any of the Guaranteed Obligations.

     SECTION 4.03. Reinstatement. The obligations of the Guarantor under this
Article IV shall be automatically reinstated if and to the extent that for any
reason any payment by or on behalf of any Approved Borrower in respect of the
Guaranteed Obligations is rescinded or must


                                       45




<PAGE>

be otherwise restored by any holder of any of the Guaranteed Obligations,
whether as a result of any proceedings in bankruptcy or reorganization or
otherwise and the Guarantor agrees that it will indemnify the Administrative
Agent and each Lender on demand for all reasonable costs and expenses (including
fees of counsel) incurred by the Administrative Agent or such Lender in
connection with such rescission or restoration.

     SECTION 4.04. Subrogation. The Guarantor hereby waives all rights of
subrogation or contribution, whether arising by operation of law (including any
such right arising under the Federal Bankruptcy Code) or otherwise, by reason of
any payment by it pursuant to the provisions of this Article IV and further
agrees that for the benefit of each of its creditors (including each Lender and
the Administrative Agent) that any such payment by it of the Guaranteed
Obligations of any Approved Borrower shall constitute a contribution of capital
by the Guarantor to such Approved Borrower or, if evidenced by an instrument in
form and substance (and containing terms of subordination) satisfactory to the
Required Lenders, indebtedness subordinated in right of payment to the principal
of and interest (including post-petition interest) on the Loans owing by such
Approved Borrower.

     SECTION 4.05. Remedies. The Guarantor agrees that, as between the Guarantor
and the Lenders, the obligations of any Approved Borrower under this Agreement
may be declared to be forthwith due and payable as provided in Article VII (and
shall be deemed to have become automatically due and payable in the
circumstances provided in Article VII) for purposes of Section 4.01
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable) as
against any Approved Borrower and that, in the event of such declaration (or
such obligations being deemed to have become automatically due and payable),
such obligations (whether or not due and payable by such Approved Borrower)
shall forthwith become due and payable by the Guarantor for purposes of said
Section 4.01.

     SECTION 4.06. Continuing Guarantee. The guarantee in this Article IV is a
continuing guarantee, and shall apply to all Guaranteed Obligations whenever
arising.

                                    ARTICLE V

                                   CONDITIONS

     SECTION 5.01. Effective Date. The obligations of the Lenders to make Loans
hereunder shall not become effective until the date on which the Administrative
Agent shall have received each of the following documents, each of which shall
be satisfactory to the Administrative Agent (and to the extent specified below,
to each Lender) in form and substance (or such condition shall have been waived
in accordance with Section 9.02):

          (a) Executed Counterparts. From each party hereto either (i) a
counterpart of this Agreement signed on behalf of such party or (ii) written
evidence satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page to this Agreement) that such party has
signed a counterpart of this Agreement.

          (b) Opinion of Counsel to the Company. A favorable written opinion


                                       46




<PAGE>

(addressed to the Administrative Agent and the Lenders and dated the Effective
Date) of James W. Guedry, counsel for the Company substantially in the form of
Exhibit B-l (and the Company hereby instructs such counsel to deliver such
opinion to the Lenders and the Administrative Agent).

          (c) Opinion of Special New York Counsel to Chase. An opinion, dated
the Effective Date, of Milbank, Tweed, Hadley & McCloy, special New York counsel
to Chase, substantially in the form of Exhibit C (and Chase hereby instructs
such counsel to deliver such opinion to the Lenders).

          (d) Corporate Documents. Such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of the Company, the authorization of
the borrowings hereunder by the Company, and its Guarantee of obligations of the
Approved Borrowers, all in form and substance satisfactory to the Administrative
Agent and its counsel.

          (e) Officer's Certificate. A certificate, dated the Effective Date and
signed by the President, a Vice President or a senior financial officer of the
Company, confirming compliance with the conditions set forth in the lettered
clauses of the first sentence of Section 5.03.

          (f) 1995 Credit Agreement. Evidence that the principal of and interest
on, and all other amounts owing in respect of, the "Loans" (if any) outstanding
under the 1995 Credit Agreement shall have been paid in full, and all
"Commitments" to make "Loans" thereunder shall have been terminated.

          (g) Other Documents. Such other documents as the Administrative Agent
or any Lender or special New York counsel to Chase may reasonably request.

          The effectiveness of the obligations of the Lenders to make Loans
hereunder shall also be subject to the conditions precedent that:

               (i) No Material Adverse Change. Since September 30, 1998, there
          has been no material adverse change in the consolidated financial
          condition, operations, business or prospects taken as a whole of the
          Company and its Subsidiaries, and of UCC and its Subsidiaries, from
          that set forth in the respective financial statements of the Company
          and UCC as at said date (and the Administrative Agent shall have
          received a certificate to such effect from a senior financial officer
          of the Company).

               (ii) Fees. The Company shall have paid such fees as it shall have
          agreed to pay to any Lender or the Administrative Agent in connection
          herewith, including the reasonable fees and expenses of Milbank,
          Tweed, Hadley & McCloy LLP, special New York counsel to Chase, in
          connection with the negotiation, preparation, execution and delivery
          of this Agreement and the Loans hereunder (to the extent that
          statements for such fees and expenses have been delivered to the
          Company).


                                       47




<PAGE>

          The Administrative Agent shall notify the Company and the Lenders of
the Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 9.02) on or prior to 3:00 p.m., New
York City time, on March 31, 1999 (and, in the event such conditions are not so
satisfied or waived, the Commitments shall terminate at such time).

     SECTION 5.02. Initial Loan to any Approved Borrower. The obligations of the
Lenders to make Loans hereunder to any Approved Borrower shall not become
effective until the date on which the Administrative Agent shall have received
each of the following documents, each of which shall be satisfactory to the
Administrative Agent (and to the extent specified below, to each Lender) in form
and substance (or such condition shall have been waived in accordance with
Section 9.02):

          (a) Designation Letter. A Designation Letter, duly executed by such
Approved Borrower and the Company.

          (b) Opinion of Counsel to Approved Borrower. A favorable written
opinion (addressed to the Administrative Agent and the Lenders) of counsel for
such Approved Borrower satisfactory to the Administrative Agent substantially in
the form of Exhibit B-2, with such changes therein as the Administrative Agent
may request to address matters of foreign law.

          (c) Corporate Documents. Such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of such Approved Borrower, the
authorization of the borrowings hereunder by such Approved Borrower, all in form
and substance satisfactory to the Administrative Agent and its counsel.

          (d) Financial Statements. The financial statements of such Approved
Borrower required pursuant to the fourth paragraph of such Approved Borrower's
Designation Letter.

          (e) Other Documents. Such other documents as the Administrative Agent
or any Lender or special New York counsel to Chase may reasonably request.

     SECTION 5.03. Each Credit Event. The obligation of each Lender to make a
Loan on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:

          (a) the representations and warranties of the Company in Part A of
Article III (other than the last sentence of Section 3.02) shall be true and
correct on and as of the date of such Borrowing;

          (b) in the case of any Borrowing by an Approved Borrower, the
representations and warranties of such Approved Borrower in Part B of Article
III shall be true and correct on and as of the date of such Borrowing; and

          (c) at the time of and immediately after giving effect to such
Borrowing, no Default shall have occurred and be continuing.


                                       48




<PAGE>

Each Borrowing shall be deemed to constitute a representation and warranty by
the Company and the respective Borrower on the date thereof as to the matters
specified in the preceding sentence.

                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

          The Company agrees that, so long as any of the Commitments are in
effect and until payment in full of all Loans hereunder, all interest thereon
and all other amounts payable by any Obligor hereunder:

          Part A. Affirmative Covenants.

     SECTION 6.01. Financial Statements. The Company shall deliver to the
Administrative Agent on behalf of the Lenders (and upon receipt thereof the
Administrative Agent shall promptly deliver to the Lenders):

          (a) as soon as available and in any event within 55 days after the end
of each of the first three quarters of each fiscal year of the Company,
consolidated statements of earnings and cash flow of the Company and its
Consolidated Subsidiaries for such period and for the period from the beginning
of the respective fiscal year to the end of such period, and the related
consolidated balance sheet as at the end of such period, setting forth in each
case in comparative form the corresponding consolidated figures for the
corresponding period in the preceding fiscal year, accompanied by a certificate
of a senior financial officer of the Company, which certificate shall state that
said financial statements fairly present the consolidated financial condition
and results of operations, as the case may be, of the Company and its
Consolidated Subsidiaries in accordance with generally accepted accounting
principles, consistently applied, as at the end of, and for, such period
(subject to normal year-end audit adjustments);

          (b) as soon as available and in any event within 100 days after the
end of each fiscal year of the Company, consolidated statements of earnings,
cash flow and common shareholders' equity of the Company and its Consolidated
Subsidiaries for such year and the related consolidated balance sheet as at the
end of such year, setting forth in each case in comparative form the
corresponding consolidated figures for the preceding fiscal year, and
accompanied by an unqualified opinion thereon of Arthur Andersen LLP or any
other independent certified public accountants of recognized national standing,
which opinion shall state that said consolidated financial statements fairly
present the consolidated financial condition and results of operations of the
Company and its Consolidated Subsidiaries as at the end of, and for, such fiscal
year, and a certificate of such accountants stating that, in making the
examination necessary for their opinion, they obtained no knowledge, except as
specifically stated, of any Default;

          (c) promptly upon their becoming available, copies of all regular
periodic reports which the Company shall have filed with the Securities and
Exchange Commission (or any Governmental Authority substituted


                                       49




<PAGE>

therefor) or any national securities exchange;

          (d) promptly upon the mailing thereof to the shareholders of the
Company generally, copies of all financial statements, reports and proxy
statements so mailed;

          (e) promptly after the Company knows or has reason to know that any
Default has occurred, a notice of such Default describing the same in reasonable
detail and, together with such notice or as soon thereafter as possible, a
description of the action that the Company has taken and proposes to take with
respect thereto;

          (f) as soon as available and in any event within 100 days after the
end of each fiscal year of each Approved Borrower, statements of earnings, cash
flow and common shareholders' equity (if any) of such Approved Borrower for such
year and the related balance sheet as at the end of such year, setting forth in
each case in comparative form the corresponding figures for the preceding fiscal
year, accompanied by a certificate of a senior financial officer of the Company,
which certificate shall state that said financial statements fairly present the
financial condition and results of operations of such Approved Borrower in
accordance with


                                       50




<PAGE>

generally accepted accounting principles, consistently applied, as at the end
of, and for, such fiscal year; and

          (g) from time to time such other information regarding the business,
affairs or financial condition of the Company or any of its Material
Subsidiaries (including any Plan or Multiemployer Plan and any reports or other
information required to be filed under ERISA) as the Administrative Agent may
reasonably request (on its own behalf or on behalf of any Lender).

          The Company will furnish to the Administrative Agent, at the time it
furnishes each set of financial statements pursuant to paragraph (a) or (b)
above, a certificate of a senior financial officer of the Company (i) to the
effect that no Default has occurred and is continuing (or, if any Default has
occurred and is continuing, describing the same in reasonable detail and
describing the action that the Company has taken and proposes to take with
respect thereto) and (ii) setting forth in reasonable detail the computations
necessary to determine whether the Company is in compliance with Sections 6.08
and 6.09 as of the end of the respective quarterly fiscal period or fiscal year.

     SECTION 6.02. Litigation. The Company will promptly give to the
Administrative Agent (and upon receipt thereof the Administrative Agent shall
promptly give to the Lenders) notice of all legal or arbitral proceedings, and
of all proceedings by or before any governmental or regulatory authority or
agency, and any material development in respect of such legal or other
proceedings, affecting the Company or any of its Material Subsidiaries, except
any proceeding which, if adversely determined, would not have a Material Adverse
Effect.

     SECTION 6.03. Corporate Existence, Etc. The Company will, and will cause
each of its Material Subsidiaries to: preserve and maintain its legal existence
and all of its material rights, privileges and franchises (provided that nothing
in this Section shall prohibit any transaction expressly permitted under Section
6.06); comply with the requirements of all applicable laws, rules, regulations
and orders of any Governmental Authority if failure to comply with such
requirements (i) will in the opinion of the General Counsel of the Company
result in imposition of liability or assessment against (including seizure of)
property in an aggregate amount (as to all such failures to comply) exceeding
10% of Consolidated Net Worth or (ii) could in the aggregate (as to all such
failures to comply) reduce by more than 25% the annual tonnage capacity of the
paper processing operations of the Company and its Consolidated Subsidiaries;
pay and discharge all taxes, assessments and governmental charges or levies
imposed on it or on its income or profits or on any of its property prior to the
date on which penalties attach thereto, except for any such tax, assessment,
charge or levy the payment of which is being contested in good faith and by
proper proceedings and against which adequate reserves are being maintained;
maintain all of its properties used or useful in its business in good working
order and condition, ordinary wear and tear excepted; provided, however, that
the Company or any Subsidiary of the Company may discontinue the maintenance of
a property if such discontinuance is, in the opinion of the Company, desirable
in the conduct of its business is not likely to have a Material Adverse Effect;
and upon reasonable advance notice, permit


                                       51




<PAGE>

representatives of any Lender or the Administrative Agent, during normal
business hours, to examine, copy and make extracts from its books and records,
to inspect its properties, and to discuss its business and affairs with its
officers, all to the extent reasonably requested by such Lender or the
Administrative Agent.

     SECTION 6.04. Insurance. The Company will maintain, and will cause each of
its Subsidiaries to maintain, insurance underwritten by financially sound and
reputable insurers, or self insurance (in accordance with normal industry
practice) in such amounts and against such risks as ordinarily is carried or
maintained by owners of like businesses and properties in similar circumstances.

     SECTION 6.05. Use of Proceeds. The Company will, and will cause each
Approved Borrower to, use the proceeds of the Loans made to it hereunder solely
for its general corporate purposes (in compliance with all applicable legal and
regulatory requirements); including acquisition financing and commercial paper
liquidity; provided that neither the Administrative Agent nor any Lender shall
have any responsibility as to the use of any of such proceeds.

          Part B. Negative Covenants.

     SECTION 6.06. Prohibition of Fundamental Changes. The Company will not, nor
will it permit any of its Material Subsidiaries to, enter into any transaction
of merger or consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution). The Company will not, and
will not permit any of its Material Subsidiaries to, convey, sell, lease,
transfer or otherwise dispose of, in one transaction or a series of
transactions, all or a substantial part of its business or assets, whether now
owned or hereafter acquired (excluding any inventory or other assets sold or
disposed of in the ordinary course of business). Notwithstanding the foregoing
provisions of this Section:

          (a) any Subsidiary of the Company may be merged or consolidated with
or into: (i) the Company if the Company shall be the continuing or surviving
corporation or (ii) any other Subsidiary; provided that if any such transaction
shall be between a Subsidiary and a Wholly Owned Subsidiary, the Wholly Owned
Subsidiary shall be the continuing or surviving corporation;

          (b) any Subsidiary of the Company may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary liquidation or
otherwise) to the Company or a Wholly Owned Subsidiary of the Company;

          (c) the Company or any Subsidiary of the Company may merge or
consolidate with any other Person if (i) in the case of a merger or
consolidation of the Company, any successor entity (if other than the Company)
assumes, in a manner satisfactory to the Administrative Agent, all of the
Company's obligations under this Agreement (and, in that connection, delivers to
the Administrative Agent such evidence of corporate authorization and opinions
of counsel as are consistent with those delivered by the Company pursuant to
Section 5.01 on the


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<PAGE>

Effective Date and are reasonably requested by the Administrative Agent) and, in
the case of a merger or consolidation of any Subsidiary, the surviving
corporation is a Wholly Owned Subsidiary of the Company and (ii) after giving
effect thereto no Default would exist hereunder; and

          (d) in addition to the dispositions permitted pursuant to clauses (a)
through (c) of this Section, the Company or any Subsidiary of the Company may
sell or otherwise dispose of (i) assets (including by merger or consolidation)
if, after giving effect to any such sale or disposition, the book value of such
assets, together with the aggregate book value of the assets so sold or disposed
of since September 30, 2001, does not exceed 20% of Total Assets at September
30, 2001 and (ii) the assets specified on Schedule V.

     SECTION 6.07. Limitation on Liens. The Company will not, nor will it permit
any of its Material Subsidiaries to, create, incur, assume or suffer to exist
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except:

          (a) Liens imposed by any Governmental Authority for taxes, assessments
or charges not yet due or which are being contested in good faith and by
appropriate proceedings if, unless the amount thereof is not material with
respect to it or its financial condition, adequate reserves with respect thereto
are maintained on the books of the Company or any of its Material Subsidiaries,
as the case may be, in accordance with GAAP;

          (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's
or other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 30 days or which are being contested in good
faith and by appropriate proceedings;

          (c) pledges or deposits under worker's compensation, unemployment
insurance and other social security legislation;

          (d) deposits to secure the performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

          (e) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business and encumbrances
consisting of zoning restrictions, easements, licenses, restrictions on the use
of property or minor imperfections in title thereto which, in the aggregate, are
not material in amount, and which do not in any case materially detract from the
value of the property subject thereto or interfere with the ordinary conduct of
the business of the Company or any of its Material Subsidiaries;

          (f) Liens on assets of Persons that become Subsidiaries of the Company
after the date of this Agreement, provided that such Liens are in existence at
the time the respective Persons become Subsidiaries of the Company and were not
created in anticipation thereof;

          (g) Liens upon real and/or tangible personal property acquired after
the date hereof (by purchase, construction or otherwise) by the Company or any
of its Material Subsidiaries, each of which Liens either (A) existed on such
property before the time of its


                                       53




<PAGE>

acquisition and was not created in anticipation thereof, or (B) was created
solely for the purpose of securing Indebtedness representing, or incurred to
finance, refinance or refund, the cost (including the cost of construction) of
the respective property; provided in the case of clause (B) that such Lien
attaches to such asset within 270 days after the acquisition or completion of
construction and commencement of full operations thereof; provided, further that
no such Lien shall extend to or cover any property of the Company or such
Material Subsidiary other than the respective property so acquired and
improvements thereon; and provided, further, that the principal amount of
Indebtedness secured by any such Lien shall at no time exceed 95% of the fair
market value (as determined in good faith by a senior financial officer of the
Company) of the respective property at the time it was acquired (by purchase,
construction or otherwise);

          (h) Liens on assets consisting of a capital project and rights related
thereto ("Project Assets") securing Indebtedness incurred to finance the
acquisition, construction or development of such Project Assets; provided that
(x) such Indebtedness is non-recourse to any other assets; (y) the aggregate
principal amount of Indebtedness secured by Liens permitted by this paragraph
(h) may at no time exceed $200,000,000 and (z) such Liens attach to such Project
Assets within two years after the initial acquisition or completion of
construction or development of such Project Assets;

          (i) Liens upon real and/or personal property of the Company or any
Material Subsidiary of the Company in favor of the United States of America or
any State thereof, any department, agency or instrumentality or political
subdivision of the United States or any State thereof, or any bonding authority
(including any authority established for the issuance of industrial revenue
bonds or similar instruments) to secure partial, progress, or advance or other
payments pursuant to any contract or statute or to secure Indebtedness
(including, but not limited to, industrial revenue bonds and similar
instruments) incurred for the purpose of refinancing all or any part of the
purchase price or cost of constructing or improving such property;

          (j) Liens on accounts receivable and related contract rights, letters
of credit, accounts and similar assets arising in connection with any
securitization transaction, and Liens on promissory notes, regulatory and any
other related assets in connection with any financing transaction, in each case
whether denominated as sales or borrowings;

          (k) Liens granted to provide security in substitution for collateral
presently securing existing Indebtedness, so long as such substitute collateral
does not cover any property other than the property securing such existing
Indebtedness;

          (l) Liens securing judgments up to $200,000,000 for the payment of
money in an amount not resulting (whether immediately or with the passage of
time) in an Event of Default under subsection (h) of Article VII;

          (m) Liens in existence on the date hereof and listed on Schedule VI;


                                       54




<PAGE>

          (n) additional Liens upon property, assets or revenues created after
the date hereof, provided that the aggregate outstanding Indebtedness secured
thereby and incurred on and after the date hereof shall not at any time exceed
10% of Tangible Assets; and

          (o) any extension, renewal or replacement of the foregoing, provided,
however, that the Liens permitted hereunder shall not be spread to cover any
additional Indebtedness or property (other than a substitution of like
property);

and provided further that the sale, mortgage or other transfer of timber in
connection with an arrangement under which the Company or any of its
Subsidiaries is obligated to cut such timber (or any portion thereof) in order
to provide the transferee with a specified amount of money (however determined)
shall not be deemed to create Indebtedness secured by a Lien hereunder.

     SECTION 6.08. Total Debt to Total Capital Ratio. The Company will not at
any time permit the ratio of Total Debt to Total Capital to exceed 0.60 to 1.

     SECTION 6.09. Minimum Consolidated Net Worth. The Company will not at any
time permit Consolidated Net Worth to be less than $9,000,000,000.

                                   ARTICLE VII

                                EVENTS OF DEFAULT

          If one or more of the following events (herein called "Events of
Default") shall occur and be continuing:

          (a) Any Borrower shall default in the payment when due of any
principal of any Loan; or any Borrower shall default in the payment when due of
any interest on any Loan or any other amount payable by it hereunder and such
default shall continue unremedied for five or more Business Days; or

          (b) Any event specified in any note, agreement, indenture or other
document evidencing or relating to any Indebtedness (other than (i) Indebtedness
hereunder, (ii) Project Indebtedness, or (iii) Indebtedness owed by any Material
Subsidiary to the Company) of the Company or any of its Material Subsidiaries
aggregating $200,000,000 or more shall occur if the effect of such event is to
cause, or (with the giving of any notice or the lapse of time or both) to permit
the holder or holders of such Indebtedness (or a trustee or agent on behalf of
such holder or holders) to cause, such Indebtedness to become due, or to be
prepaid in full (whether by redemption, purchase or otherwise), prior to its
stated maturity; or

          (c) Any representation, warranty or certification made or deemed made
herein


                                       55




<PAGE>

or in any Designation Letter (or in any modification or supplement hereto or
thereto) by any Obligor, or any certificate furnished to any Lender or the
Administrative Agent pursuant to the provisions hereof or of any Designation
Letter (or thereof), shall prove to have been false or misleading in any
material respect as of the time made or furnished; or

          (d) The Company shall default in the performance of any of its
obligations under any of Sections 6.06, 6.07, 6.08 or 6.09; or any Obligor shall
default in the performance of any of its other obligations in this Agreement and
such default shall continue unremedied for a period of thirty days after notice
thereof to such Obligor (through notification to the Company) by the
Administrative Agent or any Lender (through the Administrative Agent); or

          (e) The Company or any of its Material Subsidiaries shall admit in
writing its inability to, or be generally unable to, pay its debts as such debts
become due; or

          (f) The Company or any of its Material Subsidiaries shall (i) apply
for or consent to the appointment of, or the taking of possession by, a
receiver, custodian, trustee or liquidator of itself or of all or a substantial
part of its property, (ii) make a general assignment for the benefit of its
creditors, (iii) commence a voluntary case under the Bankruptcy Code (as now or
hereafter in effect), (iv) file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, reorganization, winding-up, or
composition or readjustment of debts, (v) fail to controvert in a timely and
appropriate manner, or acquiesce in writing to, any petition filed against it in
an involuntary case under the Bankruptcy Code, or (vi) take any corporate action
for the purpose of effecting any of the foregoing; or

          (g) A proceeding or case shall be commenced, without the application
or consent of the Company or any of its Material Subsidiaries, in any court of
competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution
or winding-up, or the composition or readjustment of its debts, (ii) the
appointment of a trustee, receiver, custodian, liquidator or the like of the
Company or such Material Subsidiary or of all or any substantial part of its
assets, or (iii) similar relief in respect of the Company or such Material
Subsidiary under any law relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or adjustment of debts, and such proceeding or case
shall continue undismissed, or an order, judgment or decree approving or
ordering any of the foregoing shall be entered and continue unstayed and in
effect, for a period of 90 or more days; or an order for relief against the
Company or such Subsidiary shall be entered in an involuntary case under the
Bankruptcy Code; or

          (h) A final judgment or judgments for the payment of money in excess
of $200,000,000 in the aggregate shall be rendered by a court or courts against
the Company and/or any of its Material Subsidiaries and the same shall not be
discharged (or provision shall not be made for such discharge), or a stay of
execution thereof shall not be procured, within 30 days from the date of entry
thereof and the Company or the relevant Material Subsidiary shall not, within
said period of 30 days, or such longer period during which execution of the same
shall have been stayed, appeal therefrom and cause the execution thereof to be
stayed during such appeal; or


                                       56




<PAGE>

          (i) An event or condition shall occur or exist with respect to any
Plan or Multiemployer Plan and, as a result of such event or condition, together
with all other such events or conditions, the Company or any ERISA Affiliate
shall be reasonably likely in the opinion of the General Counsel of the Company
to incur a liability to a Plan, a Multiemployer Plan or PBGC (or any combination
of the foregoing) which is in excess of 10% of Consolidated Net Worth; or

          (j) Any person or group of persons (within the meaning of Section 13
or 14 of the Securities Exchange Act of 1934, as amended, it being agreed that
an employee of the Company or any Consolidated Subsidiary for whom shares are
held under an employee stock ownership, employee retirement, employee savings or
similar plan and whose shares are voted in accordance with the instructions of
such employee shall not be a member of a group of persons within the meaning of
said Section 13 or 14 solely because such employee's shares are held by a
trustee under said plan) shall acquire, directly or indirectly, beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the SEC under said
Act, as amended) of 20% or more of the outstanding shares of stock of the
Company having by the terms thereof ordinary voting power to elect (whether
immediately or ultimately) a majority of the board of directors of the Company
(irrespective of whether or not at the time stock of any other class or classes
of stock of the Company shall have or might have voting power by reason of the
happening of any contingency); or

          (k) During any period of 24 consecutive calendar months, a majority of
the Board of Directors of the Company shall no longer be composed of individuals
(i) who were members of said Board on the first day of such period or (ii) whose
election or nomination to said Board was approved by individuals referred to in
clause (i) above constituting at the time of such election or nomination at
least a majority of said Board;

          THEREUPON: (1) in the case of an Event of Default other than one
referred to in clause (f) or (g) of this Article VII with respect to any
Obligor, (A) the Administrative Agent may and, upon request of the Required
Lenders, shall, by notice to the Company, cancel the Commitments and they shall
thereupon terminate, and (B) the Administrative Agent may and, upon request of
Lenders holding more than 50% of the aggregate unpaid principal amount of the
Loans (including Competitive Loans) shall, by notice to the Company, declare the
principal amount then outstanding of, and the accrued interest on, the Loans and
all other amounts payable by the Obligors hereunder (including any amounts
payable under Section 2.14) to be forthwith due and payable, whereupon such
amounts shall be immediately due and payable without presentment, demand,
protest or other formalities of any kind, all of which are hereby expressly
waived by each Obligor; and (2) in the case of the occurrence of an Event of
Default referred to in clause (f) or (g) of this Article VII with respect to any
Obligor, the Commitments shall automatically be canceled and the principal
amount then outstanding of, and the accrued interest on, the Loans and all other
amounts payable by the Obligors hereunder (including any amounts payable under
Section 2.14) shall automatically become immediately due and payable without
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by each Obligor.


                                       57




<PAGE>

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

          Each of the Lenders hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof, together with such actions and powers as are
reasonably incidental thereto.

          The Person serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent, and such
Person and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with the Company or any Subsidiary or other
Affiliate thereof as if it were not the Administrative Agent hereunder.

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders, and (c) except as
expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to the Company or any of its Subsidiaries that is communicated to or
obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders or
in the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until written notice thereof is given to the Administrative Agent by the
Company or a Lender, and the Administrative Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement, (ii) the contents
of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article V or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent.

          The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Company), independent accountants and other experts
selected by it, and shall


                                       58




<PAGE>

not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

          The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

          The Administrative Agent may resign at any time by notifying the
Lenders and the Company. Upon any such resignation, the Required Lenders shall
have the right, in consultation with the Company, to appoint a successor. If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent's
resignation shall nonetheless become effective and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and (2) the Required Lenders shall perform the duties of the
Administrative Agent (and all payments and communications provided to be made
by, to or through the Administrative Agent shall instead be made by or to each
Lender directly) until such time as the Required Lenders appoint a successor
agent as provided for above in this paragraph. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring (or retired) Administrative Agent and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder (if not already discharged therefrom as provided above in this
paragraph). The fees payable by the Company to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Company and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article VIII and Section 9.03
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Administrative Agent.

          Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.


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<PAGE>

                                   ARTICLE IX

                                  MISCELLANEOUS

     SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

          (a) if to the Company, to it at Office of the Assistant Treasurer -
Domestic, International Paper Company, 400 Atlantic Street, Stamford,
Connecticut 06921 Attention: Rosemarie A. Loffredo (Telecopy No.(203) 541-8263;
Telephone No.(203) 541-8584);

          (b) if to the Administrative Agent, to JPMorgan Chase Bank, 1 Chase
Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of Janet Belden,
Loan and Agency Services Group (Telecopy No. (212) 552-5658; Telephone No. (212)
552-7277, and, if such notice or other communication relates to borrowings of,
or payments or prepayments of, or the duration of Interest Periods for, Loans
denominated in a Foreign Currency, also to JPMorgan Chase Bank, Woolgate House,
Coleman Street, London, England, E1 9YT, Attention: Stephen Hurford (Telecopy
No. 44-171-777-2360; Telephone No. 44-171-777-2347), in each case with a copy
to JPMorgan Chase Bank, 270 Park Avenue, New York, New York 10017, Atttention of
James Ramage (Telecopy No. (212) 270-4724; Telephone No. (212) 270-1373); and

          (c) if to a Lender, to it at its address (or telecopy number) set
forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto (or, in the case
of any such change by a Lender, by notice to the Company and the Administrative
Agent). All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt. Each Approved Borrower hereby agrees that any
notice or other communication provided for herein to be given by or to such
Approved Borrower may be given by or to the Company on behalf of such Approved
Borrower in the manner specified above and neither the Administrative Agent nor
any Lender shall be required to accept as effective any notice or other
communication purporting to have been issued directly by an Approved Borrower
(and not by the Company on behalf of such Approved Borrower).

     SECTION 9.02 Waivers; Amendments.

          (a) No Deemed Waivers; Remedies Cumulative. No failure or delay by the


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<PAGE>

Administrative Agent or any Lender in exercising any right or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by any Obligor
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

          (b) Amendments. Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by each Obligor and the Required Lenders or by each Obligor
and the Administrative Agent with the consent of the Required Lenders; provided
that no such agreement shall (i) increase the Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any Loan
or reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
scheduled date of payment of the principal amount of any Loan, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby, (iv)
alter the manner in which payments or prepayments of principal, interest or
other amounts hereunder shall be applied as among the Lenders or Types or
Classes of Loans, without the written consent of each Lender, or (v) change any
of the provisions of this Section or the percentage in the definition of the
term "Required Lenders" or any other provision hereof specifying the number or
percentage of Lenders required to waive, amend or modify any rights hereunder or
make any determination or grant any consent hereunder or release the Guarantor's
obligations in respect of any Approved Borrower, without the written consent of
each Lender; and provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent hereunder
without the prior written consent of the Administrative Agent.

     SECTION 9.03. Expenses; Indemnity; Damage Waiver.

          (a) Costs and Expenses. The Company shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of this
Agreement or any amendments, modifications or waivers of the provisions hereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) all out-of-pocket expenses incurred by the Administrative
Agent or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent, or any Lender, in connection with the
enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made
hereunder, including in connection with any workout, restructuring or
negotiations in respect thereof.


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<PAGE>

          (b) Indemnification by the Company. The Company shall indemnify the
Administrative Agent and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an "Indemnitee") against, and
to hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the transactions contemplated
hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or
alleged presence or release of hazardous materials on or from any property owned
or operated by the Company or any of its Subsidiaries, or any environmental
liability related in any way to the Company or any of its Subsidiaries, or (iv)
any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee.

          (c) Reimbursement by Lenders. To the extent that the Company fails to
pay any amount required to be paid by it to the Administrative Agent under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent such Lender's Applicable Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent in its capacity as such.

          (d) Waiver of Consequential Damages, Etc. To the extent permitted by
applicable law, no Obligor shall assert, and hereby waives, any claim against
any Indemnitee, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the transactions contemplated hereby, any Loan
or the use of the proceeds thereof.

          (e) Payments. All amounts due under this Section shall be payable
promptly after written demand therefor.

     SECTION 9.04. Successors and Assigns.

          (a) Assignments Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that no Obligor may assign or
otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by any
Obligor without such consent shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby
and, to the extent expressly contemplated hereby, the Related Parties of each of
the Administrative Agent


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<PAGE>

and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

          (b) Assignments by Lenders. Any Lender may assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to
it); provided that

               (i) except in the case of an assignment to a Lender or an
          Affiliate of a Lender, each of the Company and the Administrative
          Agent must give their prior written consent to such assignment (which
          consent shall not be unreasonably withheld or delayed),

               (ii) except in the case of an assignment to a Lender or an
          Affiliate of a Lender or an assignment of the entire remaining amount
          of the assigning Lender's Commitment, the amount of the Commitment of
          the assigning Lender subject to each such assignment (determined as of
          the date the Assignment and Acceptance with respect to such assignment
          is delivered to the Administrative Agent) shall be not less than
          $10,000,000 or a larger multiple of $l,000,000 unless each of the
          Company and the Administrative Agent otherwise consent,

               (iii) each partial assignment shall be made as an assignment of a
          proportionate part of all the assigning Lender's rights and
          obligations under this Agreement, except that this clause (iii) shall
          not apply to rights in respect of outstanding Competitive Loans,

               (iv) the parties to each assignment shall execute and deliver to
          the Administrative Agent an Assignment and Acceptance, together with a
          processing and recordation fee of $3,500 (provided, that no Borrower
          shall be obligated to pay any such fee upon any such assignment), and

               (v) the assignee, if it shall not be a Lender, shall deliver to
          the Administrative Agent an Administrative Questionnaire;

provided further that any consent of the Company otherwise required under this
paragraph shall not be required if an Event of Default under clause (a), (f) or
(g) of Article VII has occurred and is continuing. Upon acceptance and recording
pursuant to paragraph (d) of this Section, from and after the effective date
specified in each Assignment and Acceptance, the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.13, 2.14, 2.15, 2.16 and 9.03). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this paragraph shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (e) of this Section.


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<PAGE>

          Notwithstanding anything to the contrary contained herein, any Lender
(a "Granting Bank") may grant to a special purpose funding vehicle (an "SPC"),
identified as such in writing from time to time by the Granting Bank to the
Administrative Agent and the Company, the option to provide to the Borrowers all
or any part of any Loan that such Granting Bank would otherwise be obligated to
make to the Borrowers pursuant to this Agreement; provided, that (i) nothing
herein shall constitute a commitment by any SPC to make any Loan and (ii) if an
SPC elects not to exercise such option or otherwise fails to provide all or any
part of such Loan, the Granting Bank shall be obligated to make such Loan
pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Bank to the same extent, and as if, such
Loan were made by such Granting Bank. Each party hereto hereby agrees that no
SPC shall be liable for any indemnity or similar payment obligation under this
Agreement (all liability for which shall remain with the Granting Bank). In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPC, it will not institute against, or
join any other person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under the
laws of the United States or any State thereof. In addition, notwithstanding
anything to the contrary contained in this Section 9.04, any SPC may (i) with
notice to, but without the prior written consent of, the Company and the
Administrative Agent and without paying any processing fee therefor, (x) assign
all or any portion of its interest in any Loans to the Granting Bank and (y)
pledge all or a portion of its interests in any Loans to the Granting Bank or to
any financial institutions (consented to by the Company and Administrative
Agent) providing liquidity and/or credit support to or for the account of such
SPC to support the funding or maintenance of Loans (and assign to the Granting
Bank and to any such financial institution any such Loans upon a realization in
respect of such pledge or in connection with the performance by such financial
institution of its liquidity or credit support obligations) and (ii) disclose on
a confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC, subject to the requirements of
Section 9.12(b)(vi).

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

          (d) Effectiveness of Assignments. Upon its receipt of a duly completed
Assignment and Acceptance executed by an assigning Lender and an assignee, the
assignee's completed Administrative Questionnaire (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) of this Section and


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<PAGE>

any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Acceptance
and record the information contained therein in the Register. No assignment
shall be effective for purposes of this Agreement unless it has been recorded in
the Register as provided in this paragraph.

          (e) Participations. Any Lender may, without the consent of any
Borrower or the Administrative Agent, sell participations to one or more banks
or other entities (a "Participant") in all or a portion of such Lender's rights
and/or obligations under this Agreement (including all or a portion of its
Commitment and/or the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the respective Borrower, the Administrative 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. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
9.02(b) that affects such Participant. Subject to paragraph (f) of this Section,
each Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.13, 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to paragraph (b) of this
Section.

          (f) Limitations on Rights of Participants. A Participant shall not be
entitled to receive any greater payment under Section 2.13, 2.15 or 2.16 than
the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the respective Borrower's prior written consent. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.15 unless the Borrowers are notified of
the participation sold to such Participant and such Participant agrees, for the
benefit of the Borrowers, to comply with Section 2.15(e) as though it were a
Lender.

          (g) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any such pledge or assignment to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such assignee for such Lender as a party hereto.

          (h) No Assignments to the Borrowers or Affiliates. Anything in this
Section to the contrary notwithstanding, no Lender may assign or participate any
interest in any Loan held by it hereunder to any Borrower or any of its
Affiliates or Subsidiaries without the prior consent of each Lender.

     SECTION 9.05. Survival. All covenants, agreements, representations and
warranties made by any Obligor herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by


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<PAGE>

the other parties hereto and shall survive the execution and delivery of this
Agreement and the making of any Loans, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid and so long as the
Commitments have not expired or terminated. The provisions of Sections 2.13,
2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the
Commitments or the termination of this Agreement or any provision hereof.

     SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may
be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract between and among the parties relating to
the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 5.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
to this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

     SECTION 9.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

     SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred
and be continuing, each Lender is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender to or for the
credit or the account of any Obligor against any of and all the obligations of
such Obligor now or hereafter existing under this Agreement held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each
Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

     SECTION 9.09. Governing Law; Jurisdiction; Etc.

          (a) Governing Law. This Agreement and each Designation Letter shall be
construed in accordance with and governed by the law of the State of New York.


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<PAGE>

          (b) Submission to Jurisdiction. Each Obligor hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, 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 such New York State 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 the
Administrative Agent or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against any Obligor or its properties in
the courts of any jurisdiction.

          (c) Waiver of Venue. Each Obligor hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which 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 in
any court referred to in paragraph (b) of this Section. 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.

          (d) Service of Process. Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in Section
9.01 (and for such purpose, each Approved Borrower hereby irrevocably appoints
the Company as its authorized agent to accept such service of process in New
York with respect to this Agreement and its Designation Letter). Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

     SECTION 9.10. Judgment Currency. This is an international loan transaction
in which the specification of Dollars and payment in New York, New York is of
the essence and with respect to all Loans, Dollars shall be the currency of
account in all events. The payment obligations of the Obligors with respect to
any Loans under this Agreement shall not be discharged by an amount paid in a
currency other than Dollars or in a place other than New York, New York, whether
pursuant to a judgment or otherwise to the extent that the amount so paid on
conversion into Dollars and transfer to New York, New York does not yield the
amount of Dollars due hereunder.

     SECTION 9.11. Waiver Of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT


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<PAGE>

AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     SECTION 9.12. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

     SECTION 9.13. Treatment of Certain Information; Confidentiality.

          (a) Treatment of Certain Information. Each Obligor acknowledges that
from time to time financial advisory, investment banking and other services may
be offered or provided to the Company or one or more of its Subsidiaries (in
connection with this Agreement or otherwise) by any Lender or by one or more
subsidiaries or affiliates of such Lender and each Obligor hereby authorizes
each Lender to share any information delivered to such Lender by the Company and
its Subsidiaries pursuant to this Agreement, or in connection with the decision
of such Lender to enter into this Agreement, to any such subsidiary or
affiliate, it being understood that any such subsidiary or affiliate receiving
such information shall be bound by the provisions of paragraph (b) of this
Section as if it were a Lender hereunder. Such authorization shall survive the
repayment of the Loans, the expiration or termination of the Commitments or the
termination of this Agreement or any provision hereof.

          (b) Confidentiality. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (i) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (ii) to the extent requested
by any regulatory authority, (iii) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (iv) to any other party
to this Agreement, (v) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (vi) subject to an agreement containing provisions
substantially the same as those of this paragraph, to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (vii) with the consent of the
Company or (viii) to the extent such Information (A) becomes publicly available
other than as a result of a breach of this paragraph or (B) becomes available to
the Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Company. For the purposes of this paragraph, "Information" means
all information received from any Obligor relating to the Company or any of its
Subsidiaries (or their business), other than any such information that is
available to the Administrative Agent or any Lender on a nonconfidential basis
prior to disclosure by such Obligor; provided that, in the case of information
received from an Obligor after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.


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<PAGE>

     SECTION 9.14. European Monetary Union.

          (a) Definitions. As used herein, the following terms shall have the
following meanings:

               "EMU" means economic and monetary union as contemplated in the
          Treaty on European Union.

               "EMU Legislation" means legislative measures of the European
          Council for the introduction of, changeover to or operation of a
          single or unified European currency (whether known as the euro or
          otherwise), being in part the implementation of the third stage of
          EMU.

               "Euros" means the single currency of Participating Member States
          of the European Union, which shall be an Agreed Foreign Currency and a
          Foreign Currency under this Agreement.

               "National Currency" means the Currency, other than the Euro, of a
          Participating Member State.

               "Participating Member State" means each state so described in any
          EMU Legislation.

               "Target Operating Day" means any day that is not (i) a Saturday
          or Sunday, (ii) Christmas Day or New Year's Day or (iii) any other day
          on which the Trans-European Real-time Gross Settlement Operating
          System (or any successor settlement system) is not operating (as
          determined by the Administrative Agent).

               "Treaty on European Union" means the Treaty of Rome of March 25,
          1957, as amended by the Single European Act 1986 and the Maastricht
          Treaty (which was signed at Maastricht on February 7, 1992, and came
          into force on November 1, 1993), as amended from time to time.

          (b) Effectiveness of Provisions. The provisions of paragraphs (c)
through (h) of this Section shall be effective on the date hereof, provided
that, if and to the extent that any such provision relates to any state (or the
Currency of such state) that is not a Participating Member State on the date
hereof, such provision shall become effective in relation to such state (and
such Currency) at and from the date on which such state becomes a Participating
Member State.

          (c) Redenomination and Alternative Currencies. Each obligation under
this Agreement of a party to this Agreement which has been denominated in the
National Currency of a Participating Member State shall be redenominated in
Euros in accordance with EMU Legislation; provided that, if and to the extent
that any EMU Legislation provides that following the date hereof an amount
denominated either in Euros or in the National Currency of a Participating
Member State and payable within the Participating Member State by crediting an
account of the creditor can be paid by the debtor either in


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<PAGE>

Euros or in such National Currency, any party to this Agreement shall be
entitled to pay or repay any such amount either in Euros or in such National
Currency.

          (d) Payments by the Administrative Agent Generally, With respect to
the payment of any amount denominated in Euros or in a National Currency, the
Administrative Agent shall not be liable to any Borrower or any of the Lenders
in any way whatsoever for any delay, or the consequences of any delay, in the
crediting to any account of any amount required by this Agreement to be paid by
the Administrative Agent if the Administrative Agent shall have taken all
relevant steps to achieve, on the date required by this Agreement, the payment
of such amount in immediately available, freely transferable, cleared funds (in
Euros or in such National Currency, as the case may be) to the account of any
Lender in the Principal Financial Center in the Participating Member State which
such Borrower or such Lender, as the case may be, shall have specified for such
purpose. For the purposes of this paragraph, "all relevant steps" means all such
steps as may be prescribed from time to time by the regulations or operating
procedures of such clearing or settlement system as the Administrative Agent may
from time to time determine for the purpose of clearing or settling payments in
Euros or such National Currency.

          (e) Certain Rate Determinations. For the purposes of determining the
date on which the Eurocurrency Rate is determined under this Agreement for the
Interest Period for any Borrowing denominated in Euros (or in any National
Currency), references in this Agreement to Business Days shall be deemed to be
references to Target Operating Days. In addition, if the Administrative Agent
determines, with respect to the Interest Period for any Borrowing denominated in
a National Currency, that there is no IBOR displayed on the Screen for deposits
denominated in such National Currency, the Eurocurrency Rated for such Interest
Period shall be based upon IBOR displayed on the Screen for the offering of
deposits denominated in Euros.

          (f) Basis of Accrual. If the basis of accrual of interest or fees
expressed in this Agreement with respect to the Currency of any state that
becomes a Participating Member State shall be inconsistent with any convention
or practice in the interbank market for the basis of accrual of interest or fees
in respect of the Euro, such convention or practice shall replace such expressed
basis effective as of and from the date on which such state becomes a
Participating Member State; provided that, with respect of any Borrowing
denominated in such Currency that is outstanding immediately prior to such date,
such replacement shall take effect at the end of the Interest Period therefor.

          (g) Rounding. Without prejudice and in addition to any method of
conversion or rounding prescribed by the EMU Legislation, each reference in this
Agreement to a minimum amount, or to a multiple of a specified amount, in a
National Currency to be paid to or by the Administrative Agent shall be replaced
by a reference to such reasonably comparable and convenient amount, or to a
multiple of such reasonably comparable and convenient amount, in Euros as the
Administrative Agent may from time to time reasonably specify.

          (h) Other Consequential Changes. Without prejudice to the respective
liabilities of any Borrower to the Lenders and the Lenders to any Borrower under
or


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<PAGE>

pursuant to this Agreement, except as expressly provided in this Section, each
provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time reasonably
specify to be necessary or appropriate to reflect the introduction of or
changeover to the Euro in Participating Member States."

     SECTION 9.15. Judgement Currency. This is an international loan transaction
in which the specification of Dollars or any Foreign Currency, as the case may
be (the "Specified Currency"), and payment in New York City or the country of
the Specified Currency, as the case may be (the "Specified Place"), is of the
essence, and the Specified Currency shall be the currency of account in all
events relating to Loans denominated in the Specified Currency. The payment
obligations of the Obligors under this Agreement shall not be discharged or
satisfied by an amount paid in another currency or in another place, whether
pursuant to a judgment or otherwise, to the extent that the amount so paid on
conversion to the Specified Currency and transfer to the Specified Place under
normal banking procedures does not yield the amount of the Specified Currency at
the Specified Place due hereunder. If for the purpose of obtaining judgement in
any court it is necessary to convert a sum due hereunder in the Specified
Currency into another currency (the "Second Currency"), the rate of exchange
that shall be applied shall be the rate at which in accordance with normal
banking procedures the Administrative Agent could purchase the Specified
Currency with the Second Currency on the Business Day next preceding the day on
which such judgment is rendered. The Obligation of any Borrower in respect of
any such sum due from it to the Administrative Agent or any Lender hereunder (in
this Section called an "Entitled Person") shall, notwithstanding the rate of
exchange actually applied in rendering such judgment, be discharged only to the
extent that on the Business Day following receipt by such Entitled Person of any
sum adjudged to be due hereunder in the Second Currency such Entitled Person may
in accordance with normal banking procedures purchase and transfer to the
Specified Place the Specified Currency with the amount of the Second Currency so
adjudged to be due; and such Obligor hereby, as a separate obligation and
notwithstanding any such judgment, agrees to indemnify such Entitled Person
against, and to pay such Entitled Person on demand, in the Specified Currency,
the amount (if any) by which the sum originally due to such Entitled Person in
the Specified Currency hereunder exceeds the amount of the Specified Currency so
purchased and transferred.


                                       71




<PAGE>

                                                                      SCHEDULE 1

                                   Commitments

         [See definitions of "Commitment" and "Lenders" in Section 1.01]

<TABLE>
<CAPTION>
Name of Lender                                                   Commitment ($)
--------------                                                   --------------
<S>                                                               <C>
JPMorgan Chase Bank                                                 63,000,000
Deutsche Bank AG New York Bank                                      60,000,000
Citibank, N.A.                                                      60,000,000
NationsBank, N.A.                                                   60,000,000
The Bank of New York                                                54,000,000
Banque Nationale De Paris                                           54,000,000
Westdeutsche Landesbank Girozentrale                                54,000,000
ABN Amro Bank, N.V.                                                 37,500,000
Commerzbank AG, New York Branch                                     37,500,000
Credit Suisse First Boston                                          30,000,000
First National Bank of Chicago                                      30,000,000
The Bank of Tokyo-Mitsubishi                                        30,000,000
The Industrial Bank of Japan                                        30,000,000
Wachovia Bank, N.A.                                                 30,000,000
Mellon Bank, N.A.                                                   30,000,000
Bankers Trust Company                                               30,000,000
BBL International (U.K.) Limited                                    30,000,000
Credit Lyonnais New York Branch                                     15,000,000
The Bank of Nova Scotia                                             15,000,000

Total                                                             $750,000,000
</TABLE>




<PAGE>

                                                                     SCHEDULE II

                               Material Agreements

          List of all debt instruments or facilities of International Paper
Company and its subsidiaries with outstanding balances or commitments of at
least $150,000,000.

                         Material Agreements of Company

<TABLE>
<CAPTION>
             ISSUE                PRINCIPAL AMOUNT            TRUSTEE
-------------------------------   ----------------   ---------------------------
<S>                                <C>               <C>
3.75% Zero Coupon Convertible      $2,105,000,000    The Bank of New York
   Debentures Due 2021
8.0% Notes Due 2003                $1,200,000,000    The Bank of New York
8-1/8% Notes Due 2005              $1,000,000,000    The Bank of New York
7-7/8% Junior Subordinated         $  805,000,000    The Bank of New York
   Deferrable Interest
   Debentures Due 2038
6.75% Notes Due 2011               $1,000,000,000    The Bank of New York
$550 mm Variable Rate              $  550,000,000    n.a. -- private placement
   Preferred Stock
5-1/4% Junior Subordinated         $  450,000,000    The Bank of New York
   Deferrable Interest
   Debentures Due 2025
5-3/8% Euro Notes Due 2006         $  238,175,000    Deutsche Bank
6-1/8% Notes Due 2003              $  200,000,000    The Bank of New York
7-5/8% Debentures Due 2023         $  200,000,000    The Bank of New York
6-7/8% Notes Due 2023              $  200,000,000    The Bank of New York
7-5/8% Notes Due 2007              $  200,000,000    The Bank of New York
</TABLE>




<PAGE>

                                       -2-


<TABLE>
<CAPTION>
             ISSUE                PRINCIPAL AMOUNT            TRUSTEE
-------------------------------   ----------------   ---------------------------
<S>                                 <C>              <C>
7.35% Debentures Due 2025           $200,000,000     JPMorgan Chase Bank
6.40% Debentures Due 2026           $200,000,000     The Bank of New York
7.20% Debentures Due 2026           $200,000,000     JPMorgan Chase Bank
6-7/8% Debentures Due 2029          $200,000,000     The Bank of New York
7.005% Preferred Stock -- TCCII     $170,000,000     n.a. -- private placement
6.50% Debentures Due 2007           $150,000,000     The Bank of New York
7.00% Debentures Due 2006           $150,000,000     The Bank of New York
7.10% Notes Due 2005                $150,000,000     JPMorgan Chase Bank
7.75% Notes Due 2025                $150,000,000     JPMorgan Chase Bank
7-7/8% Notes Due 2006               $150,000,000     JPMorgan Chase Bank
7-5/8% Notes Due 2004               $150,000,000     JPMorgan Chase Bank
7.50% Notes Due 2004                $150,000,000     JPMorgan Chase Bank
8-1/8% Notes Due 2024               $150,000,000     JPMorgan Chase Bank
9.77% Notes Due 2009                $162,000,000     n.a. -- private placement
</TABLE>

<TABLE>
<CAPTION>
        Bank Facility             Outstanding        Agent
-------------------------------   ------------   -------------
<S>                               <C>            <C>
$800MM Term Loan Due 2002         $800,000,000   CSFB
$750MM R/C Facility Due 2004      $          0   JP Morgan
$650MM Ngahere Term Loan 2004     $528,000,000   Deutsche Bank
</TABLE>




<PAGE>

                                       -3-


                      Material Agreements of Carter Harvey

<TABLE>
<CAPTION>
                               PRINCIPAL
           ISSUE                AMOUNT
--------------------------   ------------
<S>                          <C>
9.50% Debentures Due 2024    $150,000,000
8.875% Notes Due 2004        $350,000,000
8.375% Debentures Due 2015   $150,000,000
7.625% Notes Due 2002        $150,000,000
</TABLE>




<PAGE>

                                                                    SCHEDULE III

                               Approved Borrowers

                                [See Definitions]

                                     [None]




<PAGE>

                                                                     SCHEDULE IV

                                    MCR COST

                     Calculation of the Mandatory Cost Rate

The Mandatory Cost Rate is an addition to the interest rate on a sum to
compensate a Lender for the cost resulting from the imposition from time to time
under the Bank of England Act 1998 (the "Act") and/or by the Bank of England
and/or the Financial Services Authority (the "FSA") (or other United Kingdom
governmental authorities or agencies) of a requirement to place non-interest
bearing cash ratio deposits or Special Deposits (whether interest bearing or
not) with the Bank of England and/or pay fees to the FSA calculated by reference
to liabilities used to fund the sum.

The Mandatory Cost Rate will be the rate determined by the Administrative Agent
(in consultation with the applicable Lender) (and rounded upward, if necessary,
to the next 1/16th of 1%) as the rate resulting from the application (as
appropriate) of the formula:

for Sterling sums:  XL + S(L - D) + F x 0.01
                    ------------------------
                    100 - (X + S)

for other sums:     F x 0.01
                    --------
                      300

where on the day of application:

X    is the percentage of Eligible Liabilities (in excess of any stated minimum)
     by reference to which the applicable Lender is required under the Act to
     maintain, cash ratio deposits with the Bank of England;

L    is the percentage rate per annum at which Sterling deposits for the
     relevant period are offered by the applicable Lender to leading banks in
     the London Interbank Market at or about 11:00 am (London time) on that day;

F    is the rate of charge payable by the applicable Lender to the FSA under the
     Fees Regulations expressed in pounds per 'L'1 million of the Bank's fee
     base;

S    is the level of interest bearing Special Deposits, expressed as a
     percentage of Eligible Liabilities, which the applicable Lender is required
     to maintain by the Bank of England (or other United Kingdom governmental
     authorities or agencies); and




<PAGE>

                                       -2-


D    is the percentage rate per annum payable by the Bank of England to the
     applicable Lender on Special Deposits.

(X,L,S and D are to be expressed in the formula as numbers and not as
percentages. A negative result obtained from subtracting D from L shall be
counted as zero.)
The Mandatory Cost Rate attributable to a sum for any period shall be calculated
at or about 11:00 am (London time) on the first day of such period for the
duration of such period.

The determination of the Mandatory Cost Rate in relation to any period shall, in
the absence of manifest error, be conclusive and binding on the parties hereto.

If there is a change in circumstance (including the imposition of alternative or
additional requirements) which in the reasonable opinion of the applicable
Lender or the Administrative Agent renders or will render either formula (or any
element thereof or any defined term used therein) inappropriate or inapplicable,
the Administrative Agent may vary the same after notice to the Borrower. Any
such variation shall, in the absence of manifest error, be conclusive and
binding on the parties and shall apply from the date specified in such notice.

For the purposes of this Schedule:

The terms "Eligible Liabilities" and "Special Deposits" shall bear the meanings
given to them under or pursuant to the Act by the Bank of England (as
appropriate), on the day of the application of the formula;

"fee base" has the meaning given to it in the Fees Regulations;

"Fees Regulations" means, as appropriate, either:

(a)  the Banking Supervision (Fees) Regulations 1998; or

(b)  such regulations as from time to time may be in force, relating to the
     payment of fees for banking supervision after 31 March 1999.




<PAGE>

                                                                      SCHEDULE V

                             Permitted Dispositions

Arizona Chemical Company and Subsidiaries (a subsidiary of IP)

Decorative Products, a high pressure laminates business, including particle
board (a division of IP)

Chocolate Bayou Water Company (a subsidiary of IP)

Industrial Papers, maker of specialty industrial paper including pressure
sensitive paper and products for pressure sensitive labels (a division of IP)

Oriented Strand Board (OSB) - one of North America's leading producers of OSB"




<PAGE>

                                                                     SCHEDULE VI

                                 Existing Liens

<TABLE>
<CAPTION>
                Company                  Secured Amount         Description
--------------------------------------   --------------   ----------------------
<S>                                       <C>             <C>
1. Georgetown Equipment Leasing           $100,000,000    Sale/leaseback of
    Association, L.P.                                     Georgetown Mill
                                                          equipment.

2. Trout Creek Equipment Leasing, L.P.    $ 63,000,000    Sale/leaseback of
                                                          Ticonderoga Mill
                                                          equipment.

3. Quarterhorse, Limited Partners         $ 46,200,000    Synthetic Lease of
                                                          Warehouses, printing
                                                          presses and packaging
                                                          equipment

4. Trotter Horse, Limited Partners        $ 35,800,000    Synthetic Lease of a
                                                          Warehouse, technology
                                                          center and converting
                                                          equipment
</TABLE>

     5. Liens in existence on Union Camp Corporation (April 1999), Shorewood
Packaging Corporation (March 2000), and Champion International Corporation (June
2000) assets prior to Company's acquisition.




<PAGE>

                                                                       EXHIBIT A

                       [Form of Assignment and Acceptance]

                           ASSIGNMENT AND ACCEPTANCE

          Reference is made to the 5-Year Credit Agreement dated as of March 31,
1999 (as amended and in effect on the date hereof, the "5-Year Credit
Agreement"), between International Paper Company, the Lenders named therein and
JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in
the 5-Year Credit Agreement are used herein with the same meanings.

          The Assignor named below hereby sells and assigns, without recourse,
to the Assignee named below, and the Assignee hereby purchases and assumes,
without recourse, from the Assignor, effective as of the Assignment Date set
forth below, the interests set forth below (the "Assigned Interest") in the
Assignor's rights and obligations under the 5-Year Credit Agreement, including
the interests set forth below in the Commitment of the Assignor on the
Assignment Date and Competitive Loans and Syndicated Loans owing to the Assignor
which are outstanding on the Assignment Date, together with unpaid interest
accrued on the assigned Loans to the Assignment Date, and the amount, if any,
set forth below of the fees accrued to the Assignment Date for account of the
Assignor. The Assignee hereby acknowledges receipt of a copy of the 5-Year
Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a
party to and be bound by the provisions of the 5-Year Credit Agreement and, to
the extent of the interests assigned by this Assignment and Acceptance, have the
rights and obligations of a Lender thereunder and (ii) the Assignor shall, to
the extent of the interests assigned by this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the 5-Year
Credit Agreement.

          This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is a Foreign Lender, any
documentation required to be delivered by the Assignee pursuant to Section
2.15(e) of the 5-Year Credit Agreement, duly completed and executed by the
Assignee, and (ii) if the Assignee is not already a Lender under the 5-Year
Credit Agreement, an Administrative Questionnaire in the form supplied by the
Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor]
shall pay the fee payable to the Administrative Agent pursuant to Section
9.04(b) of the 5-Year Credit Agreement.

          This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.




<PAGE>

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment
("Assignment Date")(1):

<TABLE>
<CAPTION>
                                               Percentage Assigned of
                                               Facility/Commitment
                                               (set forth, to at
                          Principal Amount     least 8 decimals, as a
                          Assigned (and        percentage of the
                          identifying          Facility and the
                          information as to    aggregate Commitments
                          individual           of all Lenders
Facility                  Competitive Loans)   thereunder)
--------                  ------------------   ----------------------
<S>                       <C>                  <C>
Commitment Assigned:      $                                         %

Syndicated Loans:

Competitive Loans:

Fees Assigned (if any):
</TABLE>

----------
(1)  Must be at least five Business Days after execution hereof by all required
     parties.




<PAGE>

                                       -3-


The terms set forth above and below are hereby agreed to:

                                         [NAME OF ASSIGNOR], as Assignor


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


                                         [NAME OF ASSIGNEE], as Assignee


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

The undersigned hereby consent to the within assignment:(2)

INTERNATIONAL PAPER COMPANY


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


THE CHASE MANHATTAN BANK,
as Administrative Agent


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

----------
(2)  Consents to be included to the extent required by Section 9.04(b) of the
     5-Year Credit Agreement.





<PAGE>

                                                                     EXHIBIT B-l

                   [Form of Opinion of Counsel to the Company]

                                                                        , 199
                                                          --------------     ---

To the Lenders party to the 5-Year Credit Agreement
referred to below and The Chase Manhattan Bank, as
Administrative Agent

Ladies and Gentlemen:

          I have acted as counsel to International Paper Company (the "Company")
in connection with the 5-Year Credit Agreement (the "5-Year Credit Agreement")
dated as of March 31, 1999, between the Company, the lenders party thereto and
The Chase Manhattan Bank, as Administrative Agent, providing for loans to be
made by said lenders to the Company, and to Approved Borrowers (as defined
therein), in an aggregate principal amount not exceeding $750,000,000. Terms
defined in the 5-Year Credit Agreement are used herein as defined therein. This
opinion letter is being delivered pursuant to Section 5.01(b) of the 5-Year
Credit Agreement.

          In rendering the opinions expressed below, I have examined the
following agreements, instruments and other documents:

          (a)  the 5-Year Credit Agreement; and

          (b)  such records of the Company and such other documents as I have
               deemed necessary as a basis for the opinions expressed below.

          In my examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals and the
conformity with authentic original documents of all documents submitted to me as
copies. When relevant facts were not independently established, I have relied
upon statements of governmental officials and upon representations made in or
pursuant to the 5-Year Credit Agreement and certificates of appropriate
representatives of the Company.

          In rendering the opinions expressed below, I have assumed, with
respect to all of the documents referred to in this opinion letter, that
(except, to the extent set forth in the opinions expressed below, as to the
Company):




<PAGE>

                                       -2-


          (i)  such documents have been duly authorized by, have been duly
               executed and delivered by, and constitute legal, valid, binding
               and enforceable obligations of, all of the parties to such
               documents;

          (ii) all signatories to such documents have been duly authorized; and

          (iii) all of the parties to such documents are duly organized and
                validly existing and have the power and authority (corporate or
                other) to execute, deliver and perform such documents.

          Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as I have deemed necessary as a basis for the opinions
expressed below, I am of the opinion that:

          1. The Company is a corporation duly incorporated, validly existing
     and in good standing under the laws of the State of New York and has the
     necessary corporate power to make and perform the 5-Year Credit Agreement,
     to borrow under, and to guarantee borrowings by Approved Borrowers under
     the 5-Year Credit Agreement. Each Material Subsidiary of the Company is a
     corporation duly incorporated, or a partnership or other entity duly
     organized, validly existing and in good standing under the laws of the
     respective State indicated opposite its name on Annex 1 hereto. The Company
     and the Material Subsidiaries of the Company are duly qualified to transact
     business in all jurisdictions where failure so to qualify would have a
     material adverse effect on the consolidated financial condition,
     operations, business or prospects taken as a whole of the Company and its
     Consolidated Subsidiaries.

          2. The making and performance by the Company of the 5-Year Credit
     Agreement and the borrowings and guarantee by the Company under the 5-Year
     Credit Agreement have been duly authorized by all necessary legal action,
     and do not and will not violate any provision of law or regulation or any
     provision of its charter or by-laws or any other constitutive documents of
     the Company or result in the breach of, or constitute a default or require
     any consent under, any indenture or other agreement or instrument to which
     the Company or any Subsidiary is a party or by which the Company or any
     Subsidiary or its properties may be bound.

          3. The 5-Year Credit Agreement constitutes the legal, valid and
     binding obligation of the Company enforceable in accordance with its terms,
     except as such enforceability may be limited by (a) bankruptcy, insolvency,
     reorganization, fraudulent conveyance, moratorium or other similar laws of
     general applicability affecting the enforcement of creditors' rights and
     (b) the application of general principles of equity (regardless of whether
     such enforceability is considered in a proceeding in equity or at law).




<PAGE>

                                       -3-


          4. Except as disclosed to the Lenders in writing prior to the date
     hereof, the legal or arbitral proceedings, and proceedings by or before any
     governmental or regulatory authority or agency, pending or (to my
     knowledge) threatened against or affecting the Company and/or any of its
     Subsidiaries, or any properties or rights of the Company and/or any of its
     Subsidiaries will not result in imposition of liability or assessment
     against (including seizure of) property in an aggregate amount as to all
     such proceedings exceeding 10% of Tangible Net Worth.

          5. No authorizations, consents, approvals, licenses, filings or
     registrations with, any governmental or regulatory authority or agency are
     required in connection with the execution, delivery or performance by the
     Company of the 5-Year Credit Agreement.

          6. Neither the Company nor any of its Subsidiaries is (a) an
     "investment company" as defined in, or subject to regulation under, the
     Investment Company Act of 1940 or (b) a "holding company" as defined in, or
     subject to regulation under, the Public Utility Holding Company Act of
     1935.

          The foregoing opinions are subject to the following comments and
     qualifications:

          (A) The enforceability of Section 9.03 of the 5-Year Credit Agreement
may be limited by (i) laws rendering unenforceable indemnification contrary to
Federal or state securities laws and the public policy underlying such laws and
(ii) laws limiting the enforceability of provisions exculpating or exempting a
party, or requiring indemnification of a party for, liability for its own action
or inaction, to the extent the action or inaction involves gross negligence,
recklessness, willful misconduct or unlawful conduct.

          (B) The enforceability of provisions in the 5-Year Credit Agreement to
the effect that terms may not be waived or modified except in writing may be
limited under certain circumstances.

          (C) I express no opinion as to (i) the effect of the laws of any
jurisdiction in which any Lender is located (other than the State of New York)
that limit the interest, fees or other charges such Lender may impose, (ii) the
last sentence of Section 2.17(d) of the 5-Year Credit Agreement, (iii) the first
sentence of Section 9.09(b) of the 5-Year Credit Agreement, insofar as such
sentence relates to the subject matter jurisdiction of the United States
District Court for the Southern District of New York to adjudicate any
controversy related to the 5-Year Credit Agreement or (iv) Section 9.10 of the
5-Year Credit Agreement.

          The foregoing opinions are limited to matters involving the Federal
laws of the United States of America and the law of the State of New York, and I
do not express any opinion as to the laws of any other jurisdiction.




<PAGE>

                                       -4-


          At the request of my clients, this opinion letter is, pursuant to
Section 5.01(b) of the 5-Year Credit Agreement, provided to you by me in my
capacity as counsel to the Company and may not be relied upon by any Person for
any purpose other than in connection with the transactions contemplated by the
5-Year Credit Agreement without, in each instance, my prior written consent.

                                Very truly yours,




<PAGE>

                                                                         ANNEX I

          (A) Material Subsidiary

Name of Subsidiary                                 Jurisdiction of Organization
------------------                                 ----------------------------




<PAGE>

                                                                     EXHIBIT B-2

              [Form of Opinion of Counsel to any Approved Borrower]

                                                                          ,
                                                             -------------  ----

To the Lenders party to the 5-Year Credit Agreement
referred to below and The Chase Manhattan Bank, as
Administrative Agent

Ladies and Gentlemen:

          [I/We] have acted as counsel(3) to [Name of Approved Borrower] (the
"Approved Borrower") in connection with the 5-Year Credit Agreement (the "5-Year
Credit Agreement") dated as of March 31, 1999, between the Company, the lenders
party thereto and The Chase Manhattan Bank, as Administrative Agent, providing
for loans to be made by said lenders to the Company, and to Approved Borrowers
(as defined therein), in an aggregate principal amount not exceeding
$750,000,000. Terms defined in the 5-Year Credit Agreement are used herein as
defined therein. This opinion letter is being delivered pursuant to Section 5.01
(b) of the 5-Year Credit Agreement.

          In rendering the opinions expressed below, [I/we] have examined the
following agreements, instruments and other documents:

          (a)  the 5-Year Credit Agreement;

          (b)  the Designation Letter with respect to the Approved Borrower; and

          (c)  such records of the Approved Borrower and such other documents as
               [I/we] have deemed necessary as a basis for the opinions
               expressed below.

----------
(3)  If the Approved Borrower is a domestic Subsidiary, this opinion may be
     given by the counsel to the Company that renders the opinion set forth in
     Exhibit B-l, who may rely on an opinion of local counsel to the Approved
     Borrower in the jurisdiction of incorporation of the Approved Borrower. If
     the Approved Borrower is a foreign Subsidiary, this opinion must be given
     by counsel, satisfactory to the Administrative Agent, that is admitted to
     practice in the jurisdiction of incorporation of the Approved Borrower.




<PAGE>

                                       -2-


          In [my/our] examination, [I/we] have assumed the genuineness of all
signatures, the authenticity of all documents submitted to [me/us] as originals
and the conformity with authentic original documents of all documents submitted
to [me/us] as copies. When relevant facts were not independently established,
[I/we] have relied upon statements of governmental officials and upon
representations made in or pursuant to the 5-Year Credit Agreement and
certificates of appropriate representatives of the Approved Borrower.

          In rendering the opinions expressed below, [I/we] have assumed, with
respect to all of the documents referred to in this opinion letter, that
(except, to the extent set forth in the opinions expressed below, as to the
Approved Borrower):

          (i)  such documents have been duly authorized by, have been duly
               executed and delivered by, and constitute legal, valid, binding
               and enforceable obligations of, all of the parties to such
               documents;

          (ii) all signatories to such documents have been duly authorized; and

          (iii) all of the parties to such documents are duly organized and
               validly existing and have the power and authority (corporate or
               other) to execute, deliver and perform such documents.

          Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as [I/we] have deemed necessary as a basis for the opinions
expressed below, [I am/we are] of the opinion that:

          1. The Approved Borrower is a corporation duly incorporated, validly
     existing and in good standing under the laws of [State/Country] and has the
     necessary corporate power to make and perform its obligations under its
     Designation Letter, the 5-Year Credit Agreement and to borrow under the
     5-Year Credit Agreement.

          2. The making and performance by the Approved Borrower of its
     Designation Letter (and the assumption therein of obligations under the
     5-Year Credit Agreement) and the borrowings by the Approved Borrower under
     the 5-Year Credit Agreement have been duly authorized by all necessary
     legal action, and do not and will not violate any provision of law or
     regulation or any provision of its charter or by-laws or any other
     constitutive documents of the Approved Borrower or result in the breach of,
     or constitute a default or require any consent under, any indenture or
     other agreement or instrument to which the Approved Borrower or any of its
     Subsidiaries is a party or by which the Approved Borrower or any of its
     Subsidiaries or its properties may be bound.




<PAGE>

                                       -3-


          3. Its Designation Letter (and, pursuant to the assumption under such
     Designation letter, the 5-Year Credit Agreement) each constitutes the
     legal, valid and binding obligation of the Approved Borrower enforceable in
     accordance with their respective terms, except as such enforceability may
     be limited by (a) bankruptcy, insolvency, reorganization, fraudulent
     conveyance, moratorium or other similar laws of general applicability
     affecting the enforcement of creditors' rights and (b) the application of
     general principles of equity (regardless of whether such enforceability is
     considered in a proceeding in equity or at law).

          4. No authorizations, consents, approvals, licenses, filings or
     registrations with, any governmental or regulatory authority or agency in
     [State/Country] are required in connection with the execution, delivery or
     performance by the Approved Borrower of its Designation letter (or of the
     5-Year Credit Agreement obligations assumed therein).

          5. In any action or proceeding in any court in [State/Country] arising
     out of or relating to the 5-Year Credit Agreement, the Designation Letter
     of the Approved Borrower, such court would recognize and give effect to the
     provisions of Section 9.09 of the Credit Agreement wherein the parties
     thereto agree that the 5-Year Credit Agreement and each Designation Letter
     shall be governed by, and construed in accordance with, the laws of the
     State of New York, United States of America.

          6. The appointment by the Approved Borrower of the Company as its
     agent to accept service of process pursuant to Section 9.09(d) of the
     5-Year Credit Agreement and the Designation Letter is a valid appointment
     and the empowerment of the Company to act as the Approved Borrower's
     representative and attorney-in-fact for the purposes of signing documents
     and giving and receiving notices (including notices of borrowing under
     Article II of the 5-Year Credit Agreement) in the Approved Borrower's
     Designation Letter is a valid and binding empowerment.

          7. It is not necessary under the laws of [State/Country] (i) in order
     to enable the Administrative Agent or any Lender to enforce its rights
     under the 5-Year Credit Agreement, or (ii) by reason of the execution,
     delivery or performance of the Designation Letter of the Approved Borrower
     or the 5-Year Credit Agreement that the Administrative Agent or any Lender
     should be licensed, qualified or entitled to carry on business in
     [State/Country].

          8. Neither the Administrative Agent nor any Lender is or will be
     deemed to be resident, domiciled, carrying on business or subject to
     taxation in [State/Country] by reason only of the execution, delivery,
     performance or enforcement of the 5-Year Credit Agreement or the
     Designation Letter of the Approved Borrower.




<PAGE>

                                       -4-


          9. If any judgment of a court in or of the State of New York were
     rendered against the Approved Borrower in connection with any action
     arising out of or relating to the 5-Year Credit Agreement or the
     Designation Letter of the Approved Borrower, such judgment would be
     recognized and could be sued upon in the courts of [State/Country], and
     such courts would grant a judgment which would be enforceable against the
     Approved Borrower in [State/Country] without any retrial or reexamination
     of the merits of the original action[, provided that the requirements of
     [insert relevant statutory provisions] are met].

          [10. Except as described in writing to the Lenders prior to the date
     of delivery of the Approved Borrower's Designation Letter, there is no
     income, stamp or other tax of any country, or of any taxing authority
     thereof or therein, imposed by or in the nature of withholding or
     otherwise, which is imposed on any payment to be made by the Approved
     Borrower pursuant to the 5-Year Credit Agreement, or is imposed on or by
     virtue of the execution, delivery or enforcement of its Designation Letter.
     The Approved Borrower is permitted to make all payments pursuant to the
     5-Year Credit Agreement free and clear of all taxes, and no such payment in
     the hands of any Lender will be subject to any tax.

          11. Neither the Approved Borrower nor any of its property has any
     immunity (sovereign or otherwise) from jurisdiction of any [Country] court
     or set-off or any legal process (whether through service or notice,
     attachment prior to judgment, attachment in aid of execution, execution or
     otherwise) under the laws of [Country].

          12. To ensure the legality, validity, enforceability or admissibility
     in evidence in [Country] of the 5-Year Credit Agreement or the Designation
     Letter of the Approved Borrower, it is not necessary that the 5-Year Credit
     Agreement, such Designation Letter or any other document be filed or
     recorded with any court or other authority in [Country] or that any stamp
     or similar tax be paid on or in respect of the 5-Year Credit Agreement,
     such Designation Letter or any other document [other than such filings and
     recordations that have already been made and such stamp or similar taxes
     that have already been paid.](4)

          [The foregoing opinions are subject to the following comments and
     qualifications:

          (A) The enforceability of Section 9.03 of the 5-Year Credit Agreement
may be limited by (i) laws rendering unenforceable indemnification contrary to
Federal or state securities laws and the public policy underlying such laws and
(ii) laws limiting the enforceability of provisions exculpating or exempting a
party, or requiring indemnification of a party for, liability

----------
(4)  Insert paragraphs 10, 11, 12 and 13 if the Approved Borrower is not a U.S.
     Person.




<PAGE>

                                       -5-


for its own action or inaction, to the extent the action or inaction involves
gross negligence, recklessness, willful misconduct or unlawful conduct.

          (B) The enforceability of provisions in the 5-Year Credit Agreement to
the effect that terms may not be waived or modified except in writing may be
limited under certain circumstances.

          (C) [I/We] express no opinion as to (i) the effect of the laws of any
jurisdiction in which any Lender is located (other than the State of New York)
that limit the interest, fees or other charges such Lender may impose, (ii) the
last sentence of Section 2.17(d) of the 5-Year Credit Agreement, (iii) the first
sentence of Section 9.09(b) of the 5-Year Credit Agreement, insofar as such
sentence relates to the subject matter jurisdiction of the United States
District Court for the Southern District of New York to adjudicate any
controversy related to the 5-Year Credit Agreement or (iv) Section 9.10 of the
5-Year Credit Agreement.](5)

          The foregoing opinions are limited to matters involving the law of
[State/Country], and [I/we] do not express any opinion as to the laws of any
other jurisdiction.

          At the request of [my/our] clients, this opinion letter is, pursuant
to Section 5.02(b) of the 5-Year Credit Agreement, provided to you by [me/us] in
[my/our] capacity as counsel to the Approved Borrower and may not be relied upon
by any Person for any purpose other than in connection with the transactions
contemplated by the 5-Year Credit Agreement without, in each instance, [my/our]
prior written consent.

                               Very truly yours,

----------
(5)  Insert if the Approved Borrower is a domestic Subsidiary.




<PAGE>

                                                                       EXHIBIT C

             [Form of Opinion of Special New York Counsel to Chase]

                                                                          ,199
                                                                 ---------    --

To the Lenders party to the 5-Year Credit Agreement
referred to below and The Chase Manhattan Bank, as
Administrative Agent

Ladies and Gentlemen:

          We have acted as special New York counsel to The Chase Manhattan Bank
("Chase") in connection with the 5-Year Credit Agreement (the "5-Year Credit
Agreement") dated as of March 31, 1999, between International Paper Company (the
"Company"), the lenders party thereto and Chase, as Administrative Agent,
providing for loans to be made by said lenders to the Company, and to the
Approved Borrowers (as defined therein), in an aggregate principal amount not
exceeding $750,000,000. Terms defined in the 5-Year Credit Agreement are used
herein as defined therein. This opinion letter is being delivered pursuant to
Section 5.01(c) of the 5-Year Credit Agreement.

          In rendering the opinions expressed below, we have examined the 5-Year
Credit Agreement. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with authentic original documents of all documents submitted to
us as copies. When relevant facts were not independently established, we have
relied upon representations made in or pursuant to the 5-Year Credit Agreement.

          In rendering the opinions expressed below, we have assumed, with
respect to all of the documents referred to in this opinion letter, that:

          (i)  such documents have been duly authorized by, have been duly
               executed and delivered by, and (except to the extent set forth in
               the opinions expressed below as to the Company) constitute legal,
               valid, binding and enforceable obligations of, all of the parties
               to such documents;

          (ii) all signatories to such documents have been duly authorized; and

          (iii) all of the parties to such documents are duly organized and
               validly existing and have the power and authority (corporate or
               other) to execute, deliver and perform such documents.




<PAGE>

                                       -2-

          Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that the 5-Year Credit Agreement
constitutes the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws relating to or affecting the rights of creditors generally
and except as the enforceability of the 5-Year Credit Agreement is subject to
the application of general principles of equity (regardless of whether
considered in a proceeding in equity or at law), including (a) the possible
unavailability of specific performance, injunctive relief or any other equitable
remedy and (b) concepts of materiality, reasonableness, good faith and fair
dealing.

          The foregoing opinions are subject to the following comments and
qualifications:

          (A) The enforceability of Section 9.03 of the 5-Year Credit Agreement
may be limited by (i) laws rendering unenforceable indemnification contrary to
Federal or state securities laws and the public policy underlying such laws and
(ii) laws limiting the enforceability of provisions exculpating or exempting a
party, or requiring indemnification of a party for, liability for its own action
or inaction, to the extent the action or inaction involves gross negligence,
recklessness, willful misconduct or unlawful conduct.

          (B) The enforceability of provisions in the 5-Year Credit Agreement to
the effect that terms may not be waived or modified except in writing may be
limited under certain circumstances.

          (C) We express no opinion as to (i) the effect of the laws of any
jurisdiction in which any Lender is located (other than the State of New York)
that limit the interest, fees or other charges such Lender may impose, (ii) the
last sentence of Section 2.17(d) of the 5-Year Credit Agreement, (iii) Section
9.09(b) of the 5-Year Credit Agreement, insofar as such sentence relates to the
subject matter jurisdiction of the United States District Court for the Southern
District of New York to adjudicate any controversy related to the 5-Year Credit
Agreement or (iv) Section 9.10 of the 5-Year Credit Agreement.

          The foregoing opinions are limited to matters involving the Federal
laws of the United States of America and the law of the State of New York, and
we do not express any opinion as to the laws of any other jurisdiction.




<PAGE>

                                       -3-

          At the request of our client, this opinion letter is, pursuant to
Section 5.0l(c) of the 5-Year Credit Agreement, provided to you by us in our
capacity as special New York counsel to Chase and may not be relied upon by any
Person for any purpose other than in connection with the transactions
contemplated by the 5-Year Credit Agreement without, in each instance, our prior
written consent.

                                Very truly yours,

[Opining and Consultant
Partner's initials]




<PAGE>

                                                                     EXHIBIT D-l

                          [Form of Designation Letter]

                                                            -------------, -----

To The Chase Manhattan Bank, as Administrative
Agent party to the 5-Year Credit Agreement
referred to below

Ladies and Gentlemen:

          We make reference to the 5-Year Credit Agreement (the "5-Year Credit
Agreement") dated as of March 31, 1999 between International Paper Company (the
"Company"), the lenders named therein and The Chase Manhattan Bank, as
Administrative Agent. Terms defined in the 5-Year Credit Agreement are used
herein as defined therein.

          Subject to the approval of the Lenders (to be evidenced by your
signing at the place below indicated and returning to the Company the enclosed
copy of this letter) the Company hereby designates__________________________(the
"Approved Borrower"), a Wholly Owned Consolidated Subsidiary of the Company, a
corporation duly incorporated under the laws of [State/Country], as an Approved
Borrower in accordance with Section 2.01(b) of the 5-Year Credit Agreement until
such designation is terminated in accordance with said Section 2.0l(b).

          The Approved Borrower hereby accepts the above-designation and hereby
expressly and unconditionally accepts the obligations of a Borrower under the
5-Year Credit Agreement, adheres to the 5-Year Credit Agreement and agrees and
confirms that, upon your execution and return to the Company of the enclosed
copy of this letter, it shall be a Borrower for purposes of the 5-Year Credit
Agreement and agrees to be bound by and to perform and comply with the terms and
provision of the 5-Year Credit Agreement applicable to it as if it had
originally executed the 5-Year Credit Agreement. The Approved Borrower hereby
authorizes and empowers the Company to act as its representative and
attorney-in-fact for the purposes of signing documents and giving and receiving
notices (including notices of borrowing under Article II of the 5-Year Credit
Agreement) and other communications in connection with the 5-Year Credit
Agreement and the transactions contemplated thereby and further agrees that the
Administrative Agent and the Lenders may conclusively rely on the foregoing
authorization.

          The Approved Borrower hereby submits with this Designation Letter, the
statements of earnings, cash flow and common shareholders' equity (if any) of
the Approved Borrower for each of the most recently completed fiscal quarter and
the most recently completed fiscal year of the Approved Borrower and the related
balance sheets as at the end of such quarter and such year, respectively; and
the Company and the Approved Borrower each hereby certifies that the said
financial statements fairly present the financial condition and results of the




<PAGE>

                                       -2-


operations of such Approved Borrower in accordance with generally accepted
accounting principles, consistently applied, as at the end of, and for, such
quarter and such year, respectively.

          The Company hereby represents and warrants to the Administrative Agent
and the Lenders that, before and after giving effect to this Designation Letter,
(i) the representations and warranties set forth in Part A of Article III of the
5-Year Credit Agreement are true and correct on the date hereof as if made on
and as of the date hereof and (ii) no Default has occurred and is continuing.

          The Approved Borrower hereby represents and warrants to the
Administrative Agent and the Lenders that, after giving effect to this
Designation Letter, the representations and warranties set forth in Part B of
Article III of the 5-Year Credit Agreement are true and correct on the date
hereof.

          The Approved Borrower hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County and of the United
States District Court of the Southern District of New York, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Designation Letter or the 5-Year Credit Agreement, or for recognition or
enforcement of any judgment, and hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such
Federal court. The Approved Borrower 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.
The Approved Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Designation Letter or the 5-Year Credit
Agreement in any court referred to above. The Approved Borrower 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. The Approved Borrower irrevocably consents to service of process in the
manner provided for notices in Section 9.01 of the 5-Year Credit Agreement (and
for such purpose, the Approved Borrower hereby irrevocably appoints the Company
as its authorized agent to accept such service of process in New York with
respect to this Designation Letter and the 5-Year Credit Agreement).

          The Approved Borrower hereby instructs its counsel to deliver to the
Lenders and the Administrative Agent the opinion referred to in Section 5.02(b)
of the 5-Year Credit Agreement.




<PAGE>

                                       -3-


          THE APPROVED BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS DESIGNATION
LETTER OR THE 5-Year CREDIT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). THE APPROVED
BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY TO THE 5-YEAR CREDIT AGREEMENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND SUCH OTHER PARTIES HAVE BEEN
INDUCED TO ENTER INTO THIS DESIGNATION LETTER AND THE 5-YEAR CREDIT AGREEMENT
BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

                                         INTERNATIONAL PAPER COMPANY


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


                                         [APPROVED BORROWER]


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

Consent and Agree:

THE CHASE MANHATTAN BANK
   as Administrative Agent


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




<PAGE>

                                                                     EXHIBIT D-2

                          [Form of Termination Letter]


                                                              ---------,  ------

To The Chase Manhattan Bank, as Administrative
Agent party to the 5-Year Credit Agreement
referred to below

Ladies and Gentlemen:

          We make reference to the 5-Year Credit Agreement (the "5-Year Credit
Agreement") dated as of March 31, 1999 between International Paper Company (the
"Company"), the lenders named therein and The Chase Manhattan Bank, as
Administrative Agent. Terms defined in the 5-Year Credit Agreement are used
herein as defined therein.

          The Company hereby terminates the status as an Approved Borrower of
______________, a corporation incorporated under the laws of [State/Country], in
accordance with Section 2.01(b) of the 5-Year Credit Agreement, effective as of
the date of receipt of this notice by the Administrative Agent. The undersigned
hereby represent and warrant that all principal of and interest on all Loans of
the above-referenced Approved Borrower and all other amounts payable by such
Approved Borrower pursuant to the 5-Year Credit Agreement have been paid in full
on or prior to the date hereof. Notwithstanding the foregoing, this Termination
Letter shall not affect any obligation which by the terms of the 5-Year Credit
Agreement survives termination hereof.

                                         INTERNATIONAL PAPER COMPANY


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




<PAGE>

                                                                       EXHIBIT E

                         [Form of Assumption Agreement]


                                                               ---------, ------

To The Chase Manhattan Bank, as Administrative
Agent party to the 5-Year Credit Agreement
referred to below

Ladies and Gentlemen:

          We make reference to the 5-Year Credit Agreement (the "5-Year Credit
Agreement") dated as of March 31, 1999 between International Paper Company (the
"Company"), the lenders named therein and The Chase Manhattan Bank, as
Administrative Agent. Terms defined in the 5-Year Credit Agreement are used
herein as defined therein.

          The Company and _________________ (the "Assuming Lender") each hereby
agree as follows:

          1. The Assuming Lender proposes to become an Assuming Lender pursuant
     to Section 2.07(e) of the 5-Year Credit Agreement and, in that connection,
     hereby agrees with the Administrative Agent and the Company that it shall
     become a Lender for all purposes of the 5-Year Credit Agreement on the
     applicable Commitment Increase Date.

          2. The Assuming Lender (a) confirms that it has received a copy of the
     5-Year Credit Agreement, together with copies of the financial statements
     referred to in Section 3.02 thereof and such other documents and
     information as it has deemed appropriate to make its own credit analysis
     and decision to enter into this Assumption Agreement; (b) agrees that it
     will, independently and without reliance upon the Administrative 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 the 5-Year Credit Agreement; (c) appoints
     and authorizes the Administrative Agent to take such action as agent on its
     behalf and to exercise such powers and discretion under the 5-Year Credit
     Agreement as are delegated to the Administrative Agent by the terms
     thereof, together with such powers and discretion as are reasonably
     incidental thereto; and (d) agrees that it will perform in accordance with
     their terms all of the obligations that by the terms of the 5-Year Credit
     Agreement are required to be performed by it as a Lender.

          3. Following the execution hereof, this Assumption Agreement will be
     delivered to the Administrative Agent for acceptance and recording by the
     Administrative Agent.




<PAGE>

                                       -2-


     The effective date for this Assumption Agreement (the "Effective Date")
     shall be the applicable Commitment Increase Date.

          4. Upon satisfaction of the applicable conditions set forth in Section
     2.07(e) of the 5-Year Credit Agreement and upon such acceptance and
     recording by the Administrative Agent, as of the Effective Date, the
     Assuming Lender shall be a party to the 5-Year Credit Agreement and have
     all of the rights and obligations of a Lender thereunder.

          5. This Assumption Agreement shall be governed by, and construed in
     accordance with, the law of the State of New York.

          6. This Assumption 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 this Assumption Agreement by facsimile shall
     be effective as delivery of a manually executed counterpart of this
     Assumption Agreement.




<PAGE>

                                       -3-


          IN WITNESS WHEREOF, the Company and the Assuming Lender have caused
this letter to be duly executed and delivered as of the date first above
written.

                                         Very truly yours,

INTERNATIONAL PAPER COMPANY


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


                                         [NAME OF ASSUMING LENDER]


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

Accepted this      day of
              ----

-------------, ------:

THE CHASE MANHATTAN BANK,
As Administrative Agent


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



</TEXT>
</DOCUMENT>
