AMENDED AND RESTATED FACILITY B CREDIT AGREEMENT Dated as of December 1, 1999 among CROWN PACIFIC LIMITED PARTNERSHIP, as the Company BANK OF AMERICA N.A., as Agent, Issuing Bank and Swingline Bank, UNION BANK OF CALIFORNIA, N.A. as Syndication Agent,...

 Prepared by XXXXXXX CORPORATION xxx.xxxxxxxxxxxxxx.xxx



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EXHIBIT 10.8

 
AMENDED AND RESTATED
FACILITY B
CREDIT AGREEMENT

Dated as of December 1, 1999

among

CROWN PACIFIC LIMITED
PARTNERSHIP,

as the Company

BANK OF AMERICA N.A.,

as Agent,

Issuing Bank

and

Swingline Bank,

UNION BANK OF CALIFORNIA, N.A.

as Syndication Agent,

BANK OF MONTREAL

and

KEYBANK NATIONAL ASSOCIATION,

as Co-Agents

and

THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

Arranged By

BANC OF AMERICA SECURITIES LLC

 
  TABLE OF CONTENTS  


Page

ARTICLE I DEFINITIONS
1

1.1   Certain Defined Terms
1

1.2   Other Interpretive Provisions
23

1.3   Accounting Principles
23

ARTICLE II THE CREDITS
24

2.1   Amounts and Terms of Commitments
24

2.2   Loan Acounts
24

2.3   Procedure for Borrowing
25

2.4   Conversion and Continuation Elections
25

2.5   Voluntary Termination or Reduction of Commitments
26

2.6   Optional Prepayments
27

2.7   Mandatory Prepayments of Loans; Mandatory Commitment Reductions
27

2.8   Repayment
29

2.9   Interest
29

2.10  Swingline Loans
30

2.11  Fees
31

2.12  Computation of Fees and Interest
32

2.13  Payments by the Company
32

2.14  Payments by the Banks to the Agent
32

2.15  Sharing of Payments, Etc
33

2.16  Quarterly Adjustments
33

2.17  Security
34

2.18  Increase of the Commitments
34

ARTICLE III THE LETTERS OF CREDIT
35

3.1   The Letter of Credit Subfacility
35

3.2   Issuance, Amendment and Renewal of Letters of Credit
36

3.3   Risk Participations, Drawings and Reimbursements
38

3.4   Repayment of Participations
39

3.5   Role of the Issuing Bank
39

3.6   Obligations Absolute
40

3.7   Cash Collateral Pledge
40

3.8   Letter of Credit Fees
41

3.9   Uniform Customs and Practice
41

ARTICLE IV TAXES, YIELD PROTECTION AND ILLEGALITY
41

4.1   Taxes
41

4.2   Illegality
42

4.3   Increased Costs and Reduction of Return
43

4.4   Funding Losses
43

4.5   Inability to Determine Rates
44



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4.6   Certificates of Banks
44

4.7   Survival
44

ARTICLE V CONDITIONS PRECEDENT
44

5.1   Conditions of Initial Credit Extensions
44

5.2   Conditions to All Credit Extensions
46

ARTICLE VI REPRESENTATIONS AND WARRANTIES
47

6.1   Existence and Power
47

6.2   Authorization; No Contravention
47

6.3   Governmental Authorization
47

6.4   Binding Effect
48

6.5   Litigation
48

6.6   No Default
48

6.7   Erisa Compliance
48

6.8   Use of Proceeds; Margin Regulations
49

6.9   Title to Properties
49

6.10  Taxes
49

6.11  Financial Condition
49

6.12  Environmental Matters
50

6.13  Regulated Entities
50

6.14  No Burdensome Restrictions
50

6.15  Copyrights, Patents, Trademarks and Licenses, Etc.
51

6.16  Subsidiaries
51

6.17  Insurance
51

6.18  Labor Relations
51

6.19  Partnership Interests
51

6.20  Full Disclosure
51

6.21  Solvency
51

6.22  Swap Obligations
52

6.23  Collateral Documents
52

6.24  Y2K
52

ARTICLE VII AFFIRMATIVE COVENANTS
52

7.1   Financial Statements
52

7.2   Certificates; Other Information
54

7.3   Notices
54

7.4   Preservation of Partnership Existence, Etc.
55

7.5   Maintenance of Property
56

7.6   Insurance
56

7.7   Payment of Obligations
56

7.8   Compliance with Laws
56

7.9   Inspection of Property and Books and Records
56

7.10  Environmental Laws
57



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7.11  Use of Proceeds
57

7.12  Further Assurances
57

ARTICLE VIII NEGATIVE COVENANTS
58

8.1   Limitation on Liens
58

8.2   Asset Dispositions
59

8.3   Consolidations and Mergers
60

8.4   Harvesting Restrictions
61

8.5   Loans and Investments
63

8.6   Limitation on Indebtedness
63

8.7   Transactions with Affiliates
64

8.8   Use of Proceeds
64

8.9   Contingent Obligations
65

8.10  Joint Ventures
65

8.11  Restricted Payments
65

8.12  Change in Business
65

8.13  Fiscal Year Changes
66

8.14  Amendments to Agreements
66

8.15  Indebtedness Covenant
66

8.16  Limitation on Voluntary Payments of Senior Notes, Etc.
66

ARTICLE IX EVENTS OF DEFAULT
66

9.1   Event of Default
66

9.2   Remedies
68

9.3   Rights Not Exclusive
69

ARTICLE X THE AGENT
69

10.1   Appointment and Authorization
69

10.2   Delegation of Duties
69

10.3   Liability of Agent
70

10.4   Reliance by Agent
70

10.5   Notice of Default
70

10.6   Credit Decision
71

10.7   Indemnification
71

10.8   Agent in Individual Capacity
71

10.9   Successor Agent
72

10.10  Collateral Matters
72

10.11  Withholding Tax
72

10.12  Syndication Agent and the Co-Agents
73

ARTICLE XI MISCELLANEOUS
74

11.1   Amendments and Waivers
74

11.2   Notices
74

11.3   No Waiver; Cumulative Remedies
75

11.4   Costs and Expenses
75



iii


 





11.5   Indemnity
76

11.6   Marshalling; Payments Set Aside
76

11.7   Successors and Assigns
76

11.8   Assignments, Participations, Etc.
77

11.9   Set-off
79

11.10  Automatic Debits of Fees
79

11.11  Notification of Addresses, Lending Offices, Etc.
79

11.12  Counterparts
79

11.13  Severability
79

11.14  No Third Parties Benefited
79

11.15  Governing Law and Jurisdiction
79

11.16  Waiver of Jury Trial
80

11.17  Recourse
80

11.18  Entire Agreement
81





SCHEDULES
SCHEDULE 1.1
INVESTMENT POLICY

SCHEDULE 2.1
COMMITMENTS

SCHEDULE 6.5
LITIGATION

SCHEDULE 6.7
ERISA

SCHEDULE 6.12
ENVIRONMENTAL MATTERS

SCHEDULE 6.16
SUBSIDIARIES AND MINORITY INTERESTS

SCHEDULE 8.1
PERMITTED LIENS

SCHEDULE 8.5
PERMITTED LOANS AND INVESTMENTS

SCHEDULE 8.6
PERMITTED INDEBTEDNESS

SCHEDULE 8.9
CONTINGENT OBLIGATIONS

SCHEDULE 11.2
LENDING OFFICES; ADDRESSES FOR NOTICES

  EXHIBITS
EXHIBIT A
FORM OF NOTICE OF BORROWING

EXHIBIT B
FORM OF NOTICE OF CONVERSION/CONTINUATION

EXHIBIT C
FORM OF COMPLIANCE CERTIFICATE

EXHIBIT D
FORM OF LEGAL OPINION OF COMPANY'S COUNSEL

EXHIBIT E
FORM OF ASSIGNMENT AND ACCEPTANCE

EXHIBIT F
FORM OF NOTE

EXHIBIT G
FORM OF ESCROW AGREEMENT



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  AMENDED AND RESTATED FACILITY B CREDIT AGREEMENT  


    This AMENDED AND RESTATED FACILITY B CREDIT AGREEMENT is entered into as of December 1, 1999, among Crown Pacific Limited Partnership, a Delaware
limited partnership (the "Company"), the several financial institutions from time to time party to this Agreement (collectively, the
"Banks"; individually, a "Bank"), Bank of America, N.A. (formerly known as Bank of America National
Trust and Savings Association), as letter of credit issuing bank and as agent for the Banks, Union Bank of California, N.A. as Syndication Agent, and Bank of Montreal and KeyBank National Association,
as co-agents for the Banks.

    WHEREAS,
the Company, the banks signatory thereto and Bank of America, as letter of credit issuing bank and as agent for those banks, entered into a Facility B Credit Agreement dated
as of May 22, 1995 (the "Original Facility B Credit Agreement");

    WHEREAS,
the Company, the banks signatory thereto and Bank of America, as letter of credit issuing bank and as agent for those banks, entered into an Amended and Restated Facility B
Credit Agreement dated as of May 13, 1996 (the "Initial 1996 Facility B Credit Agreement");

    WHEREAS,
the Company, the Existing Banks and Bank of America, as letter of credit issuing bank and as agent for the Existing Banks are party to an Amended and Restated Facility B
Credit Agreement dated as of July 31, 1996, as amended (the "1996 Facility B Credit Agreement");

    WHEREAS,
the Company, the Agent, the Syndication Agent and the Co-Agents and the Banks desire to enter into this Agreement to amend and restate the 1996 Facility B Credit
Agreement and to become parties to this Agreement upon the terms and conditions set forth herein;

    NOW,
THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the Company, the Agent, the Syndication Agent, and the Co-Agents and
the Banks hereby amend and restate the 1996 Facility B Credit Agreement in its entirety and hereby agree as follows:


   ARTICLE I  

   DEFINITIONS  

    1.1  Certain Defined Terms.  

    The
following terms have the following meanings:

    "Acquisition" means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in
(a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of the capital stock,
partnership interests or equity of any Person or otherwise causing any Person, to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than
a Person that is a Subsidiary) provided that the Company or the Subsidiary is the surviving entity.

    "Affiliate" means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under
common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the
management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise.

    "Agent" means Bank of America in its capacity as agent for the Banks hereunder, and any successor agent arising under
Section 10.9.

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    "Agent-Related Persons" means Bank of America, Bank of America as agent under the Original Facility B Credit Agreement, Bank of America
as agent under the Initial 1996 Facility B Credit Agreement, or Bank of America as agent under the 1996 Facility B Credit Agreement, and any successor agent arising under Section 10.9 and any
successor letter of credit issuing bank or Swingline Bank hereunder, together with their respective Affiliates (including, in the case of Bank of America, the Arranger), and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and Affiliates.

    "Agent's Payment Office" means the address for payments set forth on Schedule 11.2 in relation to the Agent, or such other address as the Agent may from time to time
specify.

    "Aggregate Commitment" means the combined Commitments of the Banks, as such amount may be increased or reduced from time to time
pursuant to this Agreement.

    "Agreement" means this Amended and Restated Facility B Credit Agreement.


    "Annual Timber Increase" and "Annual Timber Decrease" have the meanings specified in
Section 8.4.

    "Applicable Margin" means, in respect of all Loans outstanding on any date (A) for the period from the Closing Date through the
date which is three Business Days after the delivery of the financial reports and certificate delivered to the Agent pursuant to subsections 7.1(a) and (b) and 7.2(b), respectively, for the
fiscal quarter ending December 31, 1999 1.3750% for Offshore Rate Loans and 0.3750% for Base Rate Syndicated Loans and Swingline Loans, and (B) thereafter, the percentage specified below
opposite the Total Debt to Cash Flow Ratio (which ratio shall be calculated for the relevant four fiscal quarter period) calculated for the periods described below.


Applicable Margin
Total Debt to Cash Flow Ratio
at End of Fiscal Quarter
Offshore
Rate Loans
Base
Rate Loans
Less than or equal to 2.50 to 1.00
0.7500
%
0.0000
%

Greater than 2.50 to 1.00 but less than or equal to 3.00 to 1.00
0.8750
%
0.0000
%

Greater than 3.00 to 1.00, but less than or equal to 3.50 to 1.00
1.1250
%
0.1250
%

Greater than 3.50 to 1.00, but less than or equal to 4.00 to 1.00
1.3750
%
0.3750
%

Greater than 4.00 to 1.00
1.8750
%
0.8750
%



    The
Applicable Margin shall be adjusted automatically as to all Loans then outstanding (without regard to the timing of Interest Periods) three Business Days after the delivery to the
Agent of the financial reports and certificate delivered pursuant to subsections 7.1(a) and (b) and 7.2(b), respectively, for the fiscal quarter ending on December 31, 1999, and three
Business Days after delivery to the Agent of such financial reports and certificate for each fiscal quarter thereafter. If the Company fails to deliver such financial reports and certificate to the
Agent for any such fiscal quarter by the date required hereunder, then the Applicable Margin for all Loans beginning three Business Days after such date shall, until three Business Days after delivery
of such financial reports and certificate, be the next highest Applicable Margin as set forth in the chart above immediately below the previously effective Applicable Margin; thus, if the Applicable
Margin had previously been 0.1250% for Base Rate Syndicated Loans and Swingline Loans and 1.1250% for Offshore Rate Loans, a failure to deliver quarterly financials on a timely basis would cause the
Applicable Margin to be 0.3750% and 1.3750%, respectively, until three Business Days after such delivery.

    "Arranger" means Banc of America Securities LLC.

2


 




    "Asset Coverage Ratio" has the meaning specified in Section 8.4.

    "Assignee" has the meaning specified in subsection 11.8(a).

    "Assuming Bank" means an Eligible Assignee not previously a Bank that becomes a Bank hereunder pursuant to Section 2.18.

    "Attorney Costs" means and includes all reasonable fees and disbursements of any law firm or other external counsel, the reasonable
allocated cost of internal legal services and all disbursements of internal counsel.

    "Available Cash" means, with respect to any fiscal quarter and without duplication:



    (a) the
sum of:




     (i) all
cash receipts of the Company during such fiscal quarter from all sources;

    (ii) any
reduction with respect to such fiscal quarter in a cash reserve previously established pursuant to clause (b)(ii) below (either by reversal or
utilization) from the level of such reserve at the end of the prior fiscal quarter; and

    (iii) the
amount available to be borrowed on the last day of such fiscal quarter under this Agreement but only so long as the conditions relating to a Borrowing set
forth in subsections 5.2(b) and (c) would be satisfied or waived on such date;




    (b) less the sum of:




     (i) all
cash disbursements of the Company during such fiscal quarter, including, without limitation, disbursements for operating expenses (including, without
limitation, the amounts described in the second sentence of Section 8.7), taxes, if any, debt service (including, without limitation, the payment of principal, premium and interest), redemption
of Partnership Interests (as defined in the Company Partnership Agreement), capital expenditures and cash distributions to Partners (as defined in the Company Partnership Agreement) (but only to the
extent that such cash distributions to Partners exceed Available Cash for the immediately preceding fiscal quarter); and

    (ii) any
cash reserves established with respect to such fiscal quarter, and any increase with respect to such fiscal quarter in a cash reserve established pursuant to
this clause (b)(ii) from the level of such reserve at the end of the prior fiscal quarter, in such amounts as the Managing General Partner determines in its reasonable discretion to be
necessary or appropriate (A) to provide for the proper conduct of the business of the Company (including, without limitation, reserves for future capital expenditures and those established with
respect to the Obligations hereunder, the "Obligations" under and as defined in the Facility A Credit Agreement, and the Senior Notes), provided that
the reserves established during such fiscal quarter pursuant to this clause (b)(ii) shall include an amount not less than (x) 50% of the aggregate amount of all interest in
respect of the Senior Notes to be paid on the interest payment date immediately following such fiscal quarter, (y) 100% of the aggregate amount of all accrued and unpaid interest in respect of
the Loans and Facility A Loans on the date of determination, and (z) 25% of the aggregate amount of all principal in respect of the Senior Notes scheduled to be paid during the nine calendar
month period immediately following such fiscal quarter, (B) to provide funds for distributions to the Partners in respect of any one or more of the next four fiscal quarters, or
(C) because the distribution of such amounts would be prohibited by applicable law or by any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to
which the Company is a party or by which it is bound or its assets are subject.




3


 










Taxes
paid by the Company on behalf of, or amounts withheld with respect to, all or less than all of the Partners (as defined in the Company Partnership Agreement) shall not be considered cash
disbursements of the Company that reduce Available Cash, but the payment or withholding thereof shall be deemed to be a distribution of Available Cash to such Partners. Alternatively, in the
discretion of the Managing General Partner, such taxes (if pertaining to all Partners) may be considered to be cash disbursements of the Company which reduce Available Cash, but the payment or
withholding thereof shall not be deemed to be a distribution of Available Cash to such Partners.

    "Bank" has the meaning specified in the introductory clause hereto. References to the "Banks" shall include Bank of America, including
in its capacity as the Issuing Bank and the Swingline Bank; for purposes of clarification only, to the extent that Bank of America may have any rights or obligations in addition to those of the Banks
due to its status as the Issuing Bank or the Swingline Bank, its status as such will be specifically referenced.

    "Bank of America" means Bank of America, N.A.

    "Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et
seq.).

    "Base Rate" means, for any day, the higher of: (a) 0.50% per annum above the latest Federal Funds Rate; and (b) the rate
of interest in effect for such day as publicly announced from time to time by Bank of America as its "reference rate." (The "reference rate" is a rate set by Bank of America based upon various factors
including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below
such announced rate.) Any change in the reference rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

    "Base Rate Syndicated Loan" means a Syndicated Loan or an L/C Advance that bears interest based on the Base Rate.

    "Borrowing" means a borrowing hereunder consisting of Syndicated Loans of the same Type made to the Company on the same day by the
Banks, or a Swingline Loan or Loans made to the Company on the same day by the Swingline Bank, in each case pursuant to Article II, and, other than in the case of Base Rate Syndicated Loans and
Swingline Loans, having the same Interest Period.

    "Borrowing Date" means any date on which a Borrowing occurs under Section 2.3 and 2.10.

    "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in Portland, Oregon, New York City or
San Francisco are authorized or required by law to close and, if the applicable Business Day relates to any Offshore Rate Loan, means such a day on which dealings are carried on in the applicable
offshore dollar interbank market.

    "Capital Additions and Improvements" means (a) additions or improvements to the capital assets owned by the Company or any of
its Subsidiaries or (b) the acquisition of existing or the construction of new capital assets (including, without limitation, timberlands and timber processing and manufacturing facilities and
related assets) made to increase the Operating Capacity of the Company and its Subsidiaries, taken as a whole, from the Operating Capacity of the Company and its Subsidiaries, taken as a whole,
existing immediately prior to such addition, improvement, acquisition or construction.

    "Capital Adequacy Regulation" means any guideline, request or directive of any central bank or other Governmental Authority, or any
other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank.


    "Cash Collateralize" means to pledge and deposit with or deliver to the Agent, for the benefit of (i) in the case of L/C
Obligations, the Agent, the Issuing Bank and the Banks, and (ii) in the case of

4


 




Offshore
Rate Loans, the Agent and the Banks, in each case as collateral for the L/C Obligations or the Offshore Rate Loans, as the case may be, cash or deposit account balances pursuant to
documentation in form and substance reasonably satisfactory to the Agent and, if applicable, the
Issuing Bank (which documents are hereby consented to by the Banks). The Company hereby grants to the Agent, for the benefit of (i) the Agent, the Issuing Bank and the Banks in the case of L/C
Obligations, and (ii) the Agent and the Banks in the case of the Offshore Rate Loans, a security interest in all such cash and deposit account balances. Derivatives of such term shall have
corresponding meaning. Cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America.

    "Cash Flow" means, at any date of determination, the sum of the following calculated for the Company and its Subsidiaries on a
consolidated basis for the four fiscal quarter period ending on the last day of the most recent quarter for which financial reports pursuant to subsections 7.1(a) and (b) and a certificate
pursuant to subsection 7.2(b) have been delivered: (i) EBITDA for such period; (ii) plus the Net Proceeds from the sale or other
disposition of assets permitted under subsections 8.2(a), (b), (c), (d) or (f)(ii)(C) during such period, to the extent not otherwise included in determining EBITDA, plus Permitted Inclusions;
(iii) plus or minus, as applicable, in connection with any businesses (other than timberland
covered by clause (iv) below) acquired by the Company within such period, an amount equal to a good faith estimate of such additional amounts that would be included in determining EBITDA had
such businesses been owned by the Company for the entirety of such period, as certified with reasonable accompanying detail by the Chief Financial Officer of the Company based upon such Chief
Financial Officer's good faith estimates of applicable revenues and expenses arising from such businesses, and (iv) plus or minus, as applicable, in
connection with any timberland acquired by the Company within such period, an amount equal to a good faith estimate of such
additional amounts that would be included in determining EBITDA had such timberlands been owned by the Company for the entirety of such period, as certified with reasonable accompanying detail by the
Chief Financial Officer of the Company based upon such Chief Financial Officer's good faith estimates of applicable revenues and expenses arising from such timberlands and assuming aggregate timber
harvests in an amount that does not require proceeds to be placed in an escrow account pursuant to Section 8.4.

    "Cash Provided by Operating Activity" means, at any date of determination, the sum of the following calculated for the Company and its
Subsidiaries on a consolidated basis for the four fiscal quarter period ending as of the last day of the most recent fiscal quarter for which financial reports pursuant to subsections 7.1(a) and
(b) and a certificate pursuant to subsection 7.2(b) have been delivered:



    the
sum of all cash receipts of the Company and its Subsidiaries during such period (excluding any cash proceeds from any Interim Capital Transactions),

    less the sum of:




     (i) all
cash operating expenditures of the Company and its Subsidiaries during such period, including, without limitation, taxes, if any, and amounts owed to the Master
Partnership for management services rendered to the Company for which the Master Partnership is obligated to reimburse the Managing General Partner or the Special General Partner pursuant to
Section 6.4 of the Master Partnership Agreement,

    (ii) all
cash debt service payments of the Company and its Subsidiaries during such period (other than payments or prepayments of principal and premium
(A) required by reason of loan agreements (including, without limitation, covenants and default provisions therein) or by lenders, in each case in connection with sales or other dispositions of
assets or (B) made in connection with refinancings or refundings of indebtedness with the proceeds from new indebtedness or from the sale of equity interests, provided, that any




5

 







payment
or prepayment of principal and premium, whether or not then due, shall be deemed, at the
election and in the discretion of the Managing General Partner, to be refunded or refinanced by any indebtedness incurred or to be incurred by the Company or any of its Subsidiaries simultaneously
with or within 180 days prior to or after such payment or prepayment to the extent of the principal amount of such indebtedness so incurred), and

    (iii) all
cash capital expenditures of the Company and its Subsidiaries during such period, including, without limitation, cash capital expenditures made in respect of
Maintenance Capital Expenditures, but excluding (A) cash capital expenditures made in respect of Operating Capacity Acquisitions and Capital Additions and Improvements and (B) cash
expenditures made in payment of transaction expenses relating to Interim Capital Transactions,




    (c) less any additions and plus any reductions to the following reserves
during such period:




     (i) any
cash reserves of the Company and its Subsidiaries that the Managing General Partner deems in its reasonable discretion to be necessary or appropriate to provide
for the future cash payment of items of the type referred to in clauses (b)(i) through (iii) above including, without limitation, those reserves established with respect to the
Obligations hereunder, the "Obligations" under and as defined in the Facility A Credit Agreement, and the Senior Notes and as set forth in clause (b)(ii)(A) of the definition of "Available
Cash", and

    (ii) any
other cash reserves of the Company and its Subsidiaries that the Managing General Partner deems in its reasonable discretion to be necessary or appropriate to
provide funds for distributions with respect to Units (as defined in the Master Partnership Agreement), any general partner interests in the Master Partnership and any Partnership Interests in respect
of any one or more of the next four fiscal quarters,





all
as determined on a consolidated basis with respect to the Company and its Subsidiaries and after taking into account the Managing General Partner's interest therein attributable to its general
partner interest in the Company. Where cash capital expenditures are made in part in respect of Operating Capacity Acquisitions or Capital Additions and Improvements and in part for other purposes,
the Managing General Partner's good faith allocation thereof between the portion made for Operating Capacity Acquisitions or Capital Additions and Improvements and the portion made for other purposes
shall be conclusive. Taxes paid by the Company on behalf of, or amounts withheld with respect to, all or less than all of the Partners shall not be considered cash operating expenditures of the
Company that reduce Cash Provided by Operating Activity, but the payment or withholding thereof shall be deemed to be a distribution of Available Cash to such Partners. Alternatively, in the
discretion of the Managing General Partner, such taxes (if pertaining to all Partners) may be considered to be cash operating expenditures of the Company which reduce Cash Provided by Operating
Activity, but the payment or withholding thereof shall not be deemed to be a distribution of Available Cash to such Partners.

    "CERCLA" has the meaning specified in the definition of "Environmental Laws."

    "Closing Date" means the date on which all conditions precedent set forth in Section 5.1 are satisfied or waived by all Banks
(or, in the case of subsection 5.1(e), waived by the Person entitled to receive such payment).

    "Co-Agents" means Bank of Montreal and KeyBank National Association, in their capacity as co-agents for the
Banks.

    "Code" means the Internal Revenue Code of 1986, and regulations promulgated thereunder.

6


 






    "Collateral" means all property and interests in property and proceeds thereof now owned or hereafter acquired by the Company in or
upon which a Lien now or hereafter exists in favor of the Banks, or the Agent on behalf of the Banks, whether under this Agreement or under any other documents executed by any such Person and
delivered to the Agent or the Banks.

    "Collateral Documents" means, collectively, the Security Agreement, and all other security agreements, and other similar agreements
between the Company and the Banks or the Agent for the benefit of the Banks now or hereafter delivered to the Banks or the Agent pursuant to or in connection with the transactions contemplated hereby,
and all financing statements (or comparable documents now or hereafter filed in accordance with the UCC or comparable law) against the Company as debtor in favor of the Banks or the Agent for the
benefit of the Banks as secured party.

    "Collateral Event" means, as determined by the Agent, the last day of the first quarter after the Closing Date in which the Company's
ratio of Cash Flow to Interest Expense is less than 2.50 to 1.00, such event to be determined either by reference to the Compliance Certificate delivered by the Company with respect to such quarter or
otherwise by the determination of the Agent or the Required Banks that such event has occurred.

    "Commitment", as to each Bank, has the meaning specified in subsection 2.1.

    "Commitment Fee Percentage" means (A) for the period from the Closing Date through the date which is three Business Days after
the delivery of the financial reports and certificate delivered to the Agent pursuant to subsections 7.1(a) and (b) and 7.2(b), respectively, for the fiscal quarter ending December 31,
1999 0.350%, and (B) thereafter, a rate per annum equal to the percentage specified below opposite the Total Debt to Cash Flow Ratio (which ratio shall be calculated for the relevant four
fiscal quarter period) calculated for the periods described below.


Total Debt to Cash Flow Ratio at End of Fiscal Quarter
Commitment Fee
Less than or equal to 2.50 to 1.00
0.225
%

Greater than 2.50 to 1.00 but less than or equal to 3.00 to 1.00
0.250
%

Greater than 3.00 to 1.00, but less than or equal to 3.50 to 1.00
0.300
%

Greater than 3.50 to 1.00, but less than or equal to 4.00 to 1.00
0.350
%

Greater than 4.00 to 1.00
0.450
%



    The
Commitment Fee Percentage shall be adjusted automatically three Business Days after the delivery to the Agent of the financial reports and certificate delivered pursuant to
subsections 7.1(a) and (b) and subsection 7.2(b), respectively, for the fiscal quarter ending December 31, 1999, and three days after delivery to the Agent of such financial reports and
certificate for each fiscal quarter thereafter. If the Company fails to deliver such financial reports and certificate to the Agent for any such fiscal quarter by the date required hereunder, then the
Commitment Fee Percentage beginning three Business Days
after such date shall, until three Business Days after delivery of such financial reports and certificate, be the next highest Commitment Fee Percentage as set forth in the chart above immediately
below the previously effective Commitment Fee Percentage; thus, if the Commitment Fee Percentage had previously been 0.350%, a failure to deliver quarterly financials on a timely basis would cause the
Commitment Fee Percentage to be 0.450% until three Business Days after such delivery.

    "Company" has the meaning specified in the introductory clause hereto.

    "Company's Knowledge" shall mean the actual knowledge of any Person holding an office of divisional manager of the Company or any
Person holding an office senior to a divisional manager including, without limitation, any senior executive or officer of the Company.


    "Company Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of the Company dated as of
December 22, 1994, between the Managing General Partner and the Master Partnership.

7


 




    "Compliance Certificate" means a certificate substantially in the form of Exhibit C.

    "Contingent Obligation" means, as to any Person, any direct or indirect liability of that Person, whether or not contingent, with or
without recourse, (a) with respect to any Indebtedness, lease, dividend, letter of credit or other obligation (the "primary obligations") of another Person (the "primary obligor"), including
any obligation of that Person (i) to purchase, repurchase or otherwise acquire such primary obligations or any security therefor, (ii) to advance or provide funds for the payment or
discharge of any such primary obligation, or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of
income or financial condition of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof
(each, a "Guaranty Obligation"); (b) with respect to any Surety Instrument issued for the account of that Person or as to which that Person is
otherwise liable for reimbursement of drawings or payments; (c) to purchase any materials, supplies or other property from, or to obtain the services of, another Person if the relevant contract
or other related document or obligation requires that payment for such materials, supplies or other property, or for such services, shall be made regardless of whether delivery of such materials,
supplies or other property is ever made or tendered, or such services are ever performed or tendered, or (d) in respect of any Swap Contract. The amount of any Contingent Obligation shall, in
the case of Guaranty Obligations, be deemed equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made or, if not stated or if
indeterminable, the maximum reasonably anticipated liability in respect thereof, and in the case of other Contingent Obligations, shall be equal to the maximum reasonably anticipated liability in
respect thereof.

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

    "Conversion/Continuation Date" means any date on which, under Section 2.4, the Company (a) converts Syndicated Loans of
one Type to another Type, or (b) continues as Syndicated Loans of the same Type, but with a new Interest Period, Syndicated Loans having Interest Periods expiring on such date.

    "CPI" means the Consumer Price Index For All Urban Consumers (CPI-U), All Cities, (1982-84 equals 100), as
published by the U.S. Department of Labor, Bureau of Labor Statistics, or any successor publication. If the CPI should hereafter be changed, then the new base shall be converted to the
1982-84 base and the base so converted shall be used.

    "Credit Extension" means and includes (a) the making of any Syndicated Loans or Swingline Loans hereunder, including any
conversion or continuation thereof, and (b) the Issuance of any Letters of Credit hereunder.

    "Default" means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or
otherwise remedied during such time) constitute an Event of Default.

    "Designated Acres" means up to an aggregate during the term of this Agreement of 50,000 acres owned by the Company which (based on the
good faith determination of, and as certified to the Agent and the Banks in writing by, a Responsible Officer that such acres have at the time such determination is made a higher value as
recreational, commercial, residential, grazing or agricultural property than for timber production) may reasonably be designated by the Managing General Partner at the time of the sale thereof as
constituting Designated Acres.

    "Dollars", "dollars" and "$" each mean
lawful money of the United States.

8


 




    "EBITDA" means, as measured quarterly on the last day of each fiscal quarter for the four fiscal quarter period then ending, and
determined in accordance with GAAP for the Company and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i) consolidated net income (or net loss) for such period, plus (ii)
 all amounts treated as expenses for depreciation, depletion and interest and the amortization of intangibles of any kind to the extent
included in the determination of such consolidated net income (or loss), plus (iii) all accrued taxes on or measured by income to the extent
included in the determination of such consolidated net income (or loss); provided, however, that consolidated net income (or loss) shall be computed for
these purposes without giving effect to extraordinary losses or extraordinary gains.

    "Effective Amount" means (i) with respect to any Syndicated Loans or Swingline Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any Borrowing and prepayments or repayments thereof occurring on such date; and (ii) with respect to any outstanding L/C Obligations on any date,
the amount of such L/C Obligations on such date after giving effect to any Issuances of Letters of Credit occurring on such date and any other changes in the aggregate amount of the L/C Obligations as
of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of
Credit taking effect on such date.

    "Effective Date" has the meaning specified in Section 8.4.

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

    "Environmental Claims" means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability
or responsibility for (i) violation of any Environmental Law, or (ii) release or injury to the environment or threat to public health, personal injury (including sickness, disease or
death), property damage, natural resources damage, or (iii) damages (punitive or otherwise), cleanup, removal, remedial or response costs, restitution, civil or criminal penalties, injunctive
relief, or other type of relief resulting from or based upon the presence, placement, discharge, emission or release (including intentional and unintentional, negligent and non-negligent,
sudden or non-sudden, accidental or non-accidental placement, spills, leaks, discharges, emissions or releases of any Hazardous Material at, in, or from property, whether or
not owned by the Company.

    "Environmental Laws" means all federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes,
together with all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authorities, in each case relating to environmental,
health, safety, natural resource and land use matters; including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), the Clean Air Act, the Federal Water
Pollution Control Act of 1972, the Solid Waste Disposal Act, the Federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Emergency Planning and Community
Right-to-Know Act, the Endangered Species Act and similar state laws.

    "ERISA" means the Employee Retirement Income Security Act of 1974, and regulations promulgated thereunder.

    "ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with the Company within the meaning of
Section 414(b) or 414(c) of the Code.

9


 




    "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Company or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
operations which is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the filing of a notice of intent to terminate the treatment of a plan amendment as a termination
under Section 4041 or 4041A of ERISA or the commencement of proceedings by the PBGC to terminate a Pension Plan subject to Title IV of ERISA; (d) a failure by the Company or any ERISA
Affiliate to make required contributions to a Pension Plan or other Plan subject to Section 412 of the Code; (e) an event or condition which might reasonably be expected to constitute
grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the imposition of any liability under Title IV of ERISA,
other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company; or (g) an application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code with respect to any Pension Plan.

    "Escrow Agreement" means an agreement or agreements entered into by the Company pursuant to subsections 8.2(f) or 8.4, substantially in
the form of Exhibit G.

    "Estimated Percentage" has the meaning specified in Section 8.4.

    "Eurodollar Reserve Percentage" has the meaning specified in the definition of "Offshore Rate".

    "Event of Default" means any of the events or circumstances specified in Section 8.1.

    "Exchange Act" means the Securities and Exchange Act of 1934, and regulations promulgated thereunder.


    "Existing Banks" means The Nova Scotia Bank, Societe Generale, and the Banks that are initial signatories hereto except SunTrust Bank,
Atlanta and First Union National Bank.

    "Existing Timberlands" has the meaning specified in Section 8.4.

    "Facility A Credit Agreement" means the Amended and Restated Credit Agreement dated as of the date hereof between the Company, the
Banks, the Syndication Agent, the Co-Agents and the Agent.

    "Facility A Loan" means a "Loan" as defined in the Facility A Credit Agreement.


    "FDIC" means the Federal Deposit Insurance Corporation, and any Governmental Authority succeeding to any of its principal functions.

    "Federal Funds Rate" means, for any day, the rate set forth in the weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York (including any such successor, "H.15(519)") on the preceding Business Day opposite the caption "Federal Funds (Effective)"; or, if for
any relevant day such rate is not so published on any such preceding Business Day, the rate for such day will be the arithmetic mean as determined by the Agent of the rates for the last transaction in
overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of three leading brokers of Federal funds transactions in New York City selected by the Agent.

    "Fee Letter" means the fee letter between the Company, the Arranger and the Agent, dated October 4, 1999.

    "FRB" means the Board of Governors of the Federal Reserve System, and any Governmental Authority succeeding to any of its principal
functions.

    "Fremont" means Fremont Timber, Inc., a Delaware corporation.

10

 




    "GAAP" means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of
comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.


    "Governmental Authority" means any nation or government, any state or other political subdivision thereof, any central bank (or similar
monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other
entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

    "Guaranty Obligation" has the meaning specified in the definition of "Contingent Obligation."

    "Hazardous Materials" means all those substances that are regulated by, or which may form the basis of liability under, any
Environmental Law, including all substances identified under any Environmental Law as a pollutant, contaminant, hazardous waste, hazardous constituent, special waste, hazardous
substance, hazardous material, or toxic substance, or petroleum or petroleum derived substance or waste.

    "Honor Date" has the meaning specified in subsection 3.3(b).

    "HS Corp." means HS Corp. of Oregon, an Oregon corporation.

    "Indebtedness" of any Person means, without duplication, (a) all indebtedness for borrowed money; (b) all obligations
issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business on ordinary terms); (c) all
non-contingent reimbursement or payment obligations with respect to Surety Instruments; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including
obligations so evidenced incurred in connection with the acquisition of property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title
retention agreement, or incurred as financing, in either case with respect to property acquired by the Person (even though the rights and remedies of the seller or bank under such agreement in the
event of default are limited to repossession or sale of such property); (f) all obligations with respect to capital leases; (g) all indebtedness referred to in clauses (a) through
(f) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and
contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; and (h) all Guaranty Obligations in respect of
indebtedness or obligations of others of the kinds referred to in clauses (a) through (f) above.

    "Indemnified Liabilities" has the meaning specified in Section 11.5.

    "Indemnified Person" has the meaning specified in Section 11.5.

    "Independent Auditor" has the meaning specified in subsection 7.1(a).

    "Initial 1996 Facility B Credit Agreement" has the meaning specified in the recitals hereto.

    "Insolvency Proceeding" means (a) any case, action or proceeding before any court or other Governmental Authority relating to
bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors,
composition, marshalling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; undertaken under U.S. Federal, state
or foreign law, including the Bankruptcy Code.

11


 




    "Interest Expense" means, at any date of determination, the sum of the following calculated for the Company and its Subsidiaries on a
consolidated basis for the four fiscal quarter period ending on the last day of the most recent quarter for which financial reports pursuant to subsection 7.1(a) and a certificate pursuant to
subsection 7.2(b) have been delivered: (a) the interest expense of the Company and its Subsidiaries, plus (b) the additional interest
expense that would have accrued on the Indebtedness incurred to acquire businesses or timberland described in clauses (iii) or (iv) of the definition of "Cash Flow" had such Indebtedness
been outstanding for the full four fiscal quarter period, based upon the interest rate applicable on such date of determination to such Indebtedness (unless a higher interest rate is scheduled to
apply during the next four fiscal quarters, in which case such higher interest rate shall be employed for such portion of the prior four fiscal quarters as is scheduled to apply during the next four
fiscal quarters).

    "Interest Payment Date" means, (a) with respect to any Offshore Rate Loan, the last day of each Interest Period applicable to
such Loan, (b) with respect to any Base Rate Syndicated Loan, the last Business Day of each calendar quarter and each date such Loan is converted into another Type of Syndicated Loan, and
(c) with respect to any Swingline Loan, the Business Day agreed upon by the Company and the Swingline Bank, which will not be later than the fourteenth Business Day following the Borrowing Date
thereof or, if sooner, the Revolving Termination Date; provided, however, that if any Interest Period for an Offshore Rate
Loan exceeds three months, the date that falls three months after the beginning of such Interest Period and after each Interest Payment Date thereafter is also an Interest Payment Date.

    "Interest Period" means, as to any Offshore Rate Loan, the period commencing on the Borrowing Date of such Loan or on the
Conversion/Continuation Date on which the Loan is converted into or continued as an Offshore Rate Loan, and ending on the date one, two, three or six months thereafter as selected by the Company in
the Notice of Borrowing or Notice of Conversion/Continuation; provided that:



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

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

    (iii) no
Interest Period for any Loan shall extend beyond the Revolving Termination Date.



    "Interim Capital Transactions" means (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities
(other than for working capital purposes and other than for items purchased on open account in the ordinary course of business) by the Company, (b) sales of equity interests by the Company, and
(c) sales or other voluntary or involuntary dispositions of any assets of the Company (other than (x) sales or other dispositions of inventory, accounts receivable and other assets in
the ordinary course of business, including the exchange of timber or real property for other timber or real property, to the extent that the timber or real property received in exchange is of equal or
greater value, or the sale of timber or real property, to the extent the proceeds from which are invested within 180 days in other timber or real property (including such investments not
consummated during such 180 days if a binding agreement for such investment is completed within 90 days after the expiry of such 180 day period), (y) sales or other
dispositions of assets to the extent the proceeds from which do not exceed cash expenditures by the Company for the purchase of timber or real property during the preceding 90 days (excluding
any purchase to the extent financed by a Loan), and (z) sales or other dispositions of assets as a part of normal retirements or replacements).

12

 






    "Investment Policy" means the Investment Policy of the Company as attached hereto
as Schedule 1.1 (without giving effect to any later amendments thereto unless such amendments are approved in
writing by the Required Banks).

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


    "Issuance Date" has the meaning specified in subsection 3.1(a)."

    "Issue" means, with respect to any Letter of Credit, to issue or to extend the expiry of, or to renew or increase the amount of, such
Letter of Credit; and the terms "Issued," "Issuing" and
"Issuance" have corresponding meanings.

    "Issuing Bank" means Bank of America in its capacity as issuer of one or more Letters of Credit hereunder, together with any
replacement letter of credit issuer arising under subsection 10.1(b) or Section 10.9.

    "Joint Venture" means a single-purpose corporation, partnership, joint venture or other similar legal arrangement (whether created by
contract or conducted through a separate legal entity) now or hereafter formed by the Company or any of its Subsidiaries with another Person in order to conduct a common venture or enterprise with
such Person.

    "L/C Advance" means each Bank's participation in any L/C Borrowing in accordance with its Pro Rata Share.


    "L/C Amendment Application" means an application form for amendment of outstanding standby letters of credit as shall at any time be in
use at the Issuing Bank, as the Issuing Bank shall request.

    "L/C Application" means an application form for issuances of standby letters of credit as shall at any time be in use at the Issuing
Bank, as the Issuing Bank shall request.

    "L/C Borrowing" means an extension of credit resulting from a drawing under any Letter of Credit which shall not have been reimbursed
on the date when made nor converted into a Borrowing of Syndicated Loans under subsection 3.3(c).

    "L/C Commitment" means the commitment of the Issuing Bank to Issue, and the commitment of the Banks severally to participate in,
Letters of Credit from time to time Issued or outstanding under Article III, in an aggregate amount not to exceed on any date the amount of $10,000,000, as the same shall be reduced as a result
of a reduction in the L/C Commitment pursuant to Section 2.7; provided that the L/C Commitment is a part of the Aggregate Commitment, rather than a separate, independent commitment.

    "L/C Obligations" means at any time the sum of (a) the aggregate undrawn amount of all Letters of Credit then outstanding, plus
(b) the amount of all unreimbursed drawings under all Letters of Credit, including all outstanding L/C Borrowings.

    "L/C-Related Documents" means the Letters of Credit, the L/C Applications, the L/C Amendment Applications and any other
document relating to any Letter of Credit, including any of the Issuing Bank's standard form documents for letter of credit issuances.

    "Lending Office" means, as to any Bank and the Swingline Bank, the office or offices of such Bank and the Swingline Bank specified as
its "Lending Office" or "Domestic Lending Office" or "Offshore Lending Office", as the case may be, on Schedule 11.2, or such other office or offices as such Bank or the Swingline Bank may from
time to time notify the Company and the Agent.

    "Letters of Credit" means any standby letters of credit Issued by the Issuing Bank pursuant to Article III.

13


 




    "Letter of Credit Rate" means (A) for the period from the Closing Date through the date which is three Business Days after the
delivery of the financial reports and certificate delivered to the Agent pursuant to subsections 7.1(a) and (b) and 7.2(b), respectively, for the fiscal quarter ending December 31, 1999
1.3750% per annum, and (B) thereafter, a per annum rate equal to the percentage specified below opposite the Total Debt to Cash Flow Ratio (which ratio shall be calculated for the relevant four
fiscal quarter period) calculated for the periods described below.


Total Debt to Cash Flow Ratio at End of Fiscal Quarter
Letter of
Credit Rate
Less than or equal to 2.50 to 1.00
0.750
%

Greater than 2.50 to 1.00 but less than or equal to 3.00 to 1.00
0.875
%

Greater than 3.00 to 1.00, but less than or equal to 3.50 to 1.00
1.125
%

Greater than 3.50 to 1.00, but less than or equal to 4.00 to 1.00
1.375
%

Greater than 4.00 to 1.00
1.875
%



The
Letter of Credit Rate shall be adjusted automatically three Business Days after the delivery to the Agent of the financial reports and certificate delivered pursuant to subsections 7.1(a) and
(b) and subsection 7.2(b), respectively, for the fiscal quarter ending December 31, 1999, and three days after delivery to the Agent of such financial reports and certificate for each
fiscal quarter thereafter. If the Company fails to deliver such financial reports and certificate to the Agent for any such fiscal quarter by the date required hereunder, then the Letter of Credit
Rate beginning three Business Days after such date shall, until three Business Days after delivery of such financial reports and certificate, be the next highest Letter of Credit Rate as set forth in
the chart above immediately below the previously effective Letter of Credit Rate; thus, if the Letter of Credit Rate had previously been 1.375%, a failure to deliver quarterly financials on a timely
basis would cause the Letter of Credit Rate to be 1.875% until three Business Days after such delivery.

    "Lien" means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit arrangement,
encumbrance, lien (statutory or other) or preferential arrangement of any kind or nature whatsoever in respect of any property (including those created by, arising under or evidenced by any
conditional sale or other title retention agreement, the interest of a lessor under a capital lease, any financing lease having substantially the same economic effect as any of the foregoing, or the
filing
of any financing statement naming the owner of the asset to which such lien relates as debtor, under the Uniform Commercial Code or any comparable law) and any contingent or other agreement to provide
any of the foregoing, but not including the interest of a lessor under an operating lease.

    "Loan" means an extension of credit by a Bank or the Swingline Bank, as the case may be, to the Company under Article II or
Article III in the form of a Syndicated Loan, a Swingline Loan or L/C Advance.

    "Loan Documents" means this Agreement, any Notes, the Collateral Documents, the Fee Letter, the L/ C-Related Documents, and
all other documents delivered to the Agent or any Bank in connection herewith or therewith; provided that, Loan Documents shall not include the Facility
A Credit Agreement and any exhibits thereto that are not also exhibits to this Agreement.

    "Maintenance Capital Expenditures" means cash capital expenditures made to maintain, up to the level thereof that existed at the time
of such expenditure, the Operating Capacity of the capital assets of the Company and its Subsidiaries, taken as a whole, as such assets existed at the time of such expenditure and shall, therefore,
not include cash capital expenditures made in respect of Operating Capacity Acquisitions, and Capital Additions and Improvements. Where cash capital expenditures are made in part to maintain the
Operating Capacity level referred to in the immediately preceding sentence and in part for other purposes, the Managing General Partner's good faith allocation thereof

14


 




between
the portion used to maintain such Operating Capacity level and the portion used for other purposes shall be conclusive.

    "Managing General Partner" means Crown Pacific Management Limited Partnership, a Delaware limited partnership and (i) the sole
general partner of the Company and (ii) the sole managing general partner of the Master Partnership, and any successor general partner of the Company or managing general partner of the Master
Partnership, as applicable.

    "Margin Stock" means "margin stock" as such term is defined in Regulation T, U or X of the FRB.

    "Master Partnership" means Crown Pacific Partners, L.P., a Delaware limited partnership.

    "Master Partnership Agreement" means the Second Amended Restated Agreement of Limited Partnership of the Master Partnership, dated as
of the Closing Date, between the Managing General Partner, the Special General Partner and the limited partners party thereto.

    "Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the operations, business,
properties, condition (financial or otherwise) or prospects of the Company or the Company and its Subsidiaries taken as a whole or the Master Partnership; (b) a material impairment of the
ability of the Company to perform under any Loan Document and to avoid any Event of Default; or (c) a material adverse effect upon (i) the legality, validity, binding effect or
enforceability against the Company of any Loan Document or (ii) the protection or priority of any Lien granted under any of the Collateral Documents.

    "MGP General Partners" means, collectively, Fremont and HS Corp., the sole general partners of the Managing General Partner, and any
successor general partner of the Managing General Partner.

    "MGP Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of the Managing General Partner dated as of
December 1, 1994, between the MGP General Partners and the limited partners party thereto.

    "Net Proceeds" means, as to any disposition of assets by a Person, proceeds in cash, checks or other cash equivalent financial
instruments as and when received by such Person, net of: (a) the direct costs relating to such disposition excluding amounts payable to such Person or any Affiliate of such person,
(b) sale, use or other transaction taxes paid or payable by such Person as a direct result thereof, and (c) amounts required to be applied to repay principal, interest and prepayment
premiums and penalties on Indebtedness secured by a Permitted Lien on the asset which is the subject of such disposition.

    "1996 Facility B Credit Agreement" has the meaning specified in the recitals hereto.

    "1996 Amended and Restated Security Agreement" means the Amended and Restated Security Agreement dated as of July 31, 1996
between the Company and Bank of America.

    "1994 Senior Notes" means those certain senior promissory notes in the aggregate principal amount of $275,000,000 issued and sold
pursuant to the 1994 Senior Note Agreement.

    "1995 Senior Notes" means those certain senior promissory notes in the aggregate principal amount of $25,000,000 issued and sold
pursuant to the 1995 Senior Note Agreement.

    "1996 Senior Notes" means those certain senior promissory notes in the aggregate principal amount of $91,000,000 issued and sold
pursuant to the 1996 Senior Note Agreement.

    "1994 Senior Note Agreement" means the Note Agreement dated as of December 1, 1994, providing for the issuance and sale by the
Company of the 1994 Senior Notes to the purchasers listed in the schedule of purchasers attached thereto as Schedule I.

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    "1995 Senior Note Agreement" means the Note Agreement dated as of March 15, 1995, providing for the issuance and sale by the
Company of the 1995 Senior Notes to the purchasers listed in the schedule of purchasers attached thereto as Schedule I.


    "1996 Senior Note Agreement" means the Note Agreement dated as of August 1, 1996, providing for the issuance and sale by the
Company of the 1994 Senior Notes to the purchasers listed in the schedule of purchasers attached thereto as Schedule I.

    "Note" means the promissory note executed by the Company in favor of a Bank pursuant to subsection 2.2(b), in substantially the form of Exhibit F.

    "Notice of Borrowing" means a notice in substantially the form of Exhibit A.


    "Notice of Conversion/Continuation" means a notice in substantially the form of Exhibit B.

    "Obligations" means all advances, debts, liabilities, obligations, covenants and duties arising under any Loan Document, owing by the
Company to any Bank, the Agent, the Syndication Agent, the Co-Agents, the Issuing Bank, the Swingline Bank, or any Indemnified Person, whether direct or indirect (including those acquired
by assignment), absolute or contingent, due or to become due, now existing or hereafter arising.


    "Offshore Rate" means, for any Interest Period with respect to Offshore Rate Loans comprising part of the same Borrowing, the rate of
interest per annum (rounded upward to the next 1/16th of 1%) determined by the Agent as follows:


Offshore Rate =
LIBO Rate 1.00 - Eurodollar Reserve Percentage



    Where,


    "Eurodollar Reserve Percentage" means for any day for any Interest Period the maximum reserve percentage (expressed as a decimal,
rounded upward to the next 1/100th of 1%) in effect on such day (whether or not applicable to any Bank) under regulations issued from time to time by the FRB for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as "Eurocurrency liabilities") having a term
comparable to such Interest Period; and

    "LIBO Rate" for any Interest Period, with respect to an Offshore Rate Loan, means:



     (i) the
rate of interest per annum determined by the Agent to be the arithmetic mean of the rates of interest per annum appearing on Telerate Page 3750 (or any
successor publication) for Dollar deposits in the approximate amount of the Offshore Rate Loan to be made, continued or converted by Bank of America, and having a maturity comparable to such Interest
Period, at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period, subject to clause (ii) below; or

    (ii) if
for any reason rates are not available as provided in the preceding clause (i) of this definition, the "LIBO
Rate" instead means the rate of interest per annum determined by the Agent to be the arithmetic mean of the rates of interest per annum notified to the Agent by Bank of America
as the rate of interest at which Dollar deposits in the approximate amount of the Offshore Rate Loan to be made, continued or converted by Bank of America, and having a maturity comparable to such
Interest Period, would be offered to major banks in the London interbank market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such
Interest Period.


16


 






The
Offshore Rate shall be adjusted automatically as to all Offshore Rate Loans then outstanding as of the effective date of any change in the Eurodollar Reserve Percentage.


    "Offshore Rate Loan" means a Syndicated Loan that bears interest based on the Offshore Rate.

    "Operating Capacity" means the operating capacity and resources (including, without limitation, the capacity to grow timber or process
logs) of the Company and its Subsidiaries, taken as a whole.

    "Operating Capacity Acquisition" means any transaction in which the Company or any Subsidiary acquires (through an asset acquisition,
merger, stock acquisition or other form of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing the Operating Capacity of the
Company and its Subsidiaries, taken as a whole, from the Operating Capacity of the Company and its Subsidiaries, taken as a whole, existing immediately prior to such transaction.

    "Organization Documents" means, (i) for any corporation, the certificate or articles of incorporation, the bylaws, any
certificate of determination or instrument relating to the rights of preferred shareholders of
such corporation, any shareholder rights agreement, and all applicable resolutions of the board of directors (or any committee thereof) of such corporation; and, (ii) for any limited
partnership, the certificate of limited partnership, the limited partnership agreement, all applicable partnership resolutions, and all other agreements among the general or limited partners (or any
of them) of such partnership relating thereto (but not including agreements solely between the limited partners of the Master Partnership).

    "Original Credit Agreement" means the Credit Agreement dated as of December 13, 1994 among the Company, the financial
institutions party thereto, and Bank of America, as agent, as amended by the Amendment to Credit Agreement dated as of February 21, 1995.

    "Original Facility B Credit Agreement" has the meaning specified in the recitals hereto.

    "Other Taxes" means any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies
which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Documents.

    "Participant" has the meaning specified in subsection 11.8(d).

    "Partner Entities" means the Managing General Partner, the MGP General Partners and the Master Partnership.

    "PBGC" means the Pension Benefit Guaranty Corporation, or any Governmental Authority succeeding to any of its principal functions under
ERISA.

    "Pension Plan" means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which the Company or any
ERISA Affiliate sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of
ERISA) has made contributions at any time during the immediately preceding five (5) plan years.

    "Permitted Business" means (i) any business engaged in by the Company on the Closing Date; (ii) any business
substantially similar or related to any such business, which shall include any business in the forest products industry, provided that any activity shall cease to be a Permitted Business if it causes
or would cause more than 25% of the Company's assets on a consolidated basis valued at book value to be devoted to pulp or paper manufacturing; and (iii) any non-forest products
business that is incidental or reasonably related to the forest products industry.

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    "Permitted Inclusions" means the aggregate Net Proceeds from the sale or other disposition of assets permitted under subsection
8.2(f)(ii)(A) or (B) to the extent that such Net Proceeds (a) in any four fiscal quarters do not exceed (i) 2.5% of the wholesale value of the inventory of standing timber owned
by the Company and its Subsidiaries as determined for purposes of calculating the Asset Coverage Ratio under Section 8.4 at the end of the most recent calendar year for which a Compliance
Certificate has been delivered calculating such Asset Coverage Ratio or (ii) $25,000,000 before the delivery of the first such Compliance Certificate, and (b) are not otherwise included
in determining EBITDA.

    "Permitted Liens" has the meaning specified in Section 8.1.

    "Permitted Swap Obligations" means all obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under
Swap Contracts, provided that each of the following criteria is
satisfied: (a) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities,
commitments or assets held by such Person, or changes in the value of securities issues by such Person in conjunction with a securities repurchase program not otherwise prohibited hereunder, and not
for purposes of speculation or taking a "market view;" (b) such Swap Contracts do not contain any provision ("walk-away" provision) exonerating the non-defaulting party
from its obligation to make payments on outstanding transactions to the defaulting party.

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

    "Plan" means an employee benefit plan (as defined in Section 3(3) of ERISA) which the Company or any ERISA Affiliate sponsors or
maintains or to which the Company makes, is making, or is obligated to make contributions and includes any Pension Plan.

    "Planned Volume" has the meaning specified in Section 8.4.

    "Pro Forma Consolidated Cash Flow" means, at any date of determination, the sum of the following calculated on a pro forma basis for
the Company and its Subsidiaries on a consolidated basis for the four fiscal quarter period ending on the last day of the most recent quarter for which financial reports pursuant to subsections 7.1(a)
and (b) and a certificate pursuant to subsection 7.2(b) have been delivered:



     (i) Cash
Provided by Operating Activity;

    (ii) plus all cash debt service payments of the Company and its Subsidiaries during such period to the extent subtracted
in determining Cash Provided by Operating Activity;

    (iii) plus all cash capital expenditures of the Company and its Subsidiaries during such period, except those relating
to Operating Capacity Acquisitions, Capital Additions and Improvements and Interim Capital Transactions, to the extent subtracted in determining Cash Provided by Operating Activity;

    (iv) minus any additions and plus any reductions during such period to
any cash reserves of the Company and its Subsidiaries established to provide funds for the future cash payment of items of the type referred to in clauses (ii) and (iii) above, to the
extent added or subtracted in determining Cash Provided by Operating Activity;

    (v) plus any additions and minus any reductions during such period to
any cash reserves of the Company and its Subsidiaries established to provide funds for distributions with respect to Units (as defined in the Master Partnership Agreement), any general partner
interests in the Master Partnership and any Partnership Interests, to the extent subtracted or added in determining Cash Provided by Operating Activity;


18


 





    (vi) plus and minus, as applicable, in connection with any businesses
(other than timberlands covered by clause (vii) below) to be acquired by the Company in whole or in part with the proceeds of Indebtedness or previously acquired within such four fiscal
quarters, an amount equal to a good faith estimate of such additional amounts that would be included in clauses (i), (ii), (iii) and (iv) above had such businesses been owned by the
Company for the entirety of such four fiscal quarters, as certified with reasonable accompanying detail by the Chief Financial Officer of the Company based upon such
Chief Financial Officer's good faith estimates of applicable revenues and expenses arising from such businesses;


    (vii) plus and minus, as applicable, in connection with any timberland
to be acquired by the Company in whole or in part with the proceeds of Indebtedness or previously acquired within such four fiscal quarters, an amount equal to a good faith estimate of such additional
amounts that would be included in clauses (i), (ii), (iii) and (iv) above had such timberlands been owned by the Company for the entirety of such four fiscal quarters, as certified with
reasonable accompanying detail by the Chief Financial Officer of the Company based upon such Chief Financial Officer's good faith estimates of applicable revenues and expenses arising from such
timberlands and assuming aggregate timber harvests in an amount that does not require proceeds to be placed in an escrow or cash collateral account pursuant to Section 8.4; and


    (viii)  plus and minus, as applicable, in connection with capital
expenditures to be financed with Capital Expenditure Loans (as defined in the Facility A Credit Agreement) or previously financed with the proceeds of such Capital Expenditure Loans during such four
fiscal quarters, an amount equal to a good faith estimate of such additional amounts that would be included in clauses (i), (ii), (iii) and (iv) above had such capital expenditures been
made by the Company at the beginning of such four fiscal quarters, as certified with reasonable accompanying detail by the Chief Financial Officer of the Company based upon such Chief Financial
Officer's good faith estimates of applicable revenues and expenses arising from such capital expenditures.



    "Pro Forma Interest Expense" means, at any date of determination, the sum of the following calculated for the Company and its
Subsidiaries on a consolidated basis for the four fiscal quarter period ending on the last day of the most recent quarter for which financial reports pursuant to subsections 7.1(a) and (b) and
a certificate pursuant to subsection 7.2(b) have been delivered:



    (a) interest
expense payable during such four fiscal quarter period on all Indebtedness of the Company and its Subsidiaries; plus

    (b) interest
expense that would have been payable during such four fiscal quarter period in respect of (i) any Indebtedness proposed to be incurred on such date
of determination, including any Loan requested hereunder or other Senior Debt, and (ii) Indebtedness incurred after the end of such four fiscal quarter period and before such date of
determination, in each case based upon the interest rate applicable on such date of determination to such Indebtedness and giving effect as of the beginning of such four fiscal quarter period
(y) to the incurrence of all such Indebtedness described in clauses (i) and (ii), and (z) to the application of any such Indebtedness to the substantially concurrent repayment of
any other Indebtedness outstanding during such four fiscal quarter period.



    "Pro Forma Maximum Debt Service" means, as of any date of determination, the sum of (a) the highest amount that will be payable
by the Company and its Subsidiaries on a consolidated basis, during any consecutive four fiscal quarters, commencing with the fiscal quarter during which such determination occurs and ending on
December 31, 2009, in respect of scheduled principal and interest (including payments under capital leases) with respect to all Indebtedness of the Company and its Subsidiaries outstanding on
the date of determination other than Loans hereunder, after giving effect to any such Indebtedness proposed to be incurred on such date and to the substantially concurrent repayment of any other
Indebtedness, (i) assuming, in the case of such Indebtedness having a variable

19


 




interest
rate, that the rate in effect on the date of determination will remain in effect throughout such period, (ii) assuming, in the case of Facility A Loans, that the Company will elect to
repay the Facility A Loans outstanding on the Revolving Termination Date (as defined in the Facility A Credit Agreement)
in installments pursuant to subsection 2.8(b) of the Facility A Credit Agreement, (iii) treating the principal amount of such Indebtedness outstanding as of such date under a revolving credit
or similar agreement (other than Loans and Facility A Loans) as maturing and becoming due and payable on the scheduled maturity date or dates thereof (including the maturity of any payment required by
any commitment reduction or similar amortization provision), without regard to any provision permitting such maturity date to be extended, and (iv) treating the principal amount of any
Indebtedness that is payable upon demand as maturing and becoming due and payable at the end of any such four fiscal quarters for which such determination may be made and treating the principal amount
of any Indebtedness that is otherwise callable during any four fiscal quarters as maturing and becoming due and payable on the last date for such call during those four fiscal quarters; plus (b)
 interest expense accrued on the Loans or the "Loans" as defined in the 1996 Facility B Credit Agreement during the most recent four
fiscal quarters with respect to which financial reports pursuant to subsections 7.1(a) and (b) and the certificates pursuant to subsection 7.2(b) have been delivered.


    "Pro Rata Share" means, as to any Bank (a) at any time prior to the Revolving Termination Date, or after the Revolving
Termination Date if no Syndicated Loans are then outstanding, the percentage equivalent (expressed as a decimal, rounded to the ninth decimal place) at such time of such Bank's Commitment divided by
the Aggregate Commitment (or, if the Commitments have been terminated, such Bank's Commitment divided by the Aggregate Commitment as it existed immediately before such termination), and
(b) otherwise, the percentage equivalent (expressed as a decimal, rounded to the ninth decimal place) at such time of the then aggregate unpaid principal amount of such Bank's Loans divided by
the then aggregate unpaid principal amount of all Loans.

    "Reportable Event" means any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder, other than any
such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.

    "Required Banks" means (a) if no Syndicated Loans are outstanding, one or more Banks then having at least 662/3%
of the Aggregate Commitment (or, if the Commitments have been terminated, the Aggregate Commitment as it existed immediately before such termination), and (b) otherwise, one or more Banks then
holding at least 662/3% of the then aggregate unpaid principal amount of the Syndicated Loans.


    "Requirement of Law" means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an
arbitrator or of a Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is subject.

    "Responsible Officer" means, as to the Company, the chief executive officer, the president, the chief financial officer or the Person
serving as the secretary and general counsel of the Company, or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants,
the chief financial officer or the treasurer of the Company, or any other officer having substantially the same authority and responsibility. With respect to a partnership, a Responsible Officer of a
general partner shall constitute a Responsible Officer of such Partnership.

    "Restricted Payment" has the meaning specified in Section 8.11.

    "Revolving Termination Date" means the earlier to occur of:



    (a) December 1,
2002; and

    (b) the
date on which the Aggregate Commitment terminates in accordance with the provisions of this Agreement.


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    "SEC" means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

    "Security Agreement" means the Amended and Restated Security Agreement dated as of the date hereof between the Company and the Agent.


    "Senior Debt" means, as to the Company, as of any date of determination, without duplication, all outstanding unsecured Indebtedness of
the Company of the type described in clauses (a), (b), or (d) of the definition of Indebtedness herein and all Indebtedness represented by the Senior Notes, this Agreement (including L/C
Obligations), and the Facility A Credit Agreement, but not including any Indebtedness subordinated to the Obligations upon terms and conditions satisfactory to the Agent and the Banks.

    "Senior Notes" means the 1994 Senior Notes, the 1995 Senior Notes and the 1996 Senior Notes.


    "Senior Note Agreements" means the 1994 Senior Note Agreement, the 1995 Senior Note Agreement and the 1996 Senior Note Agreement.

    "Solvent" means, as to any Person at any time, that (a) (i) in the case of a Person that is not a partnership, the fair value of
the property of such Person is greater than the amount of such Person's liabilities (including disputed, contingent and unliquidated liabilities), and (ii) in the case of a Person that is a
partnership, the sum of (A) the fair value of the property of such Person plus (B) the sum of the excess of the fair value of each general partner's non-partnership property
over such partner's non-partnership debts (together the "Applicable Property") is greater than the amount of such Person's liabilities
(including disputed, contingent and unliquidated liabilities), as such value for purposes of both (i) and (ii) is established and liabilities evaluated for purposes of
Section 101(31) of the Bankruptcy Code and, in the alternative, for purposes of the California Uniform Fraudulent Transfer Act; (b) the present fair saleable value of the property of
such Person (or, in the case of a partnership, the Applicable Property of such Person) is not less than the amount that will be required to pay the probable liability of such Person on its debts as
they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as
they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts
and liabilities mature; and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would
constitute unreasonably small capital.

    "Special General Partner" means Crown Pacific, Ltd., an Oregon corporation and a special general partner of the Master
Partnership, and any successor special general partner.

    "Subsidiary" of a Person means any corporation, association, partnership, joint venture or other business entity of which such Person
or any Subsidiary of such Person either (i) in respect of a corporation, more than 50% of the voting stock is owned or controlled directly or indirectly by the Person, or one or more of the
Subsidiaries of the Person, or a combination thereof or (ii) in respect of an association, partnership, joint venture or other business entity, is the general partner or is entitled to share in
more than 50% of the profit, however determined.

    "Surety Instruments" means all letters of credit (including standby and commercial), banker's acceptances, bank guaranties, shipside
bonds, surety bonds and similar instruments.

    "Swap Contract" means any agreement, whether or not in writing, relating to any transaction that is a rate swap, basis swap, forward
rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond, note or xxxx option, interest rate option, forward foreign exchange transaction, cap, collar or floor
transaction, currency swap, cross-currency rate swap, swaption, currency option or any other, similar transaction (including any option to enter into any of the foregoing) or any

21


 




combination
of the foregoing, and, unless the context otherwise clearly requires, any master agreement relating to or governing any or all of the foregoing.

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

    "Swingline Bank" means Bank of America.

    "Swingline Borrowing" means a Borrowing hereunder consisting of one or more Swingline Loans made to the Company on the same day by the
Swingline Bank.

    "Swingline Clean-Up Day" has the meaning specified in subsection 2.7(a)(iv).

    "Swingline Commitment" has the meaning specified in Section 2.10.

    "Swingline Loan" has the meaning specified in Section 2.10.

    "Syndicated Loan" has the meaning specified in Section 2.1, and may be a Base Rate Syndicated Loan or an Offshore Rate Loan
(each a "Type" of Syndicated Loan).

    "Syndication Agent" means Union Bank of California, N.A., in its capacity as Syndication Agent.


    "Taxes" means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of each Bank and the Agent, such taxes (including income taxes or franchise taxes) as are imposed on or measured by each Bank's net income by the jurisdiction
(or any political subdivision thereof) under the laws of which such Bank or the Agent, as the case may be, is organized or maintains a lending office.

    "Total Debt" means, as of any date of determination, the sum of the interest-bearing Indebtedness of the Company and its Subsidiaries
on a consolidated basis, including all obligations with respect to capitalized leases and all L/C Obligations and the entire undrawn face amount of letters of credit other than Letters of Credit with
respect to which the Company or any of its Subsidiaries are liable for reimbursement obligations, except that Total Debt shall not include obligations that are entirely Contingent Obligations (other
than L/C Obligations and such obligations with respect to letters of credit other than L/C Obligations).

    "Total Debt to Cash Flow Ratio" means, for any fiscal quarter, the ratio of (i) Total Debt outstanding at the end of such
quarter to (ii) Cash Flow for the four fiscal quarter period ending on the last day of such quarter.

    "Type" has the meaning specified in the definition of "Syndicated Loan."


    "UCC" means the Uniform Commercial Code as in effect in the State of California, except to the extent that the validity or perfection
of the security interests hereunder or under any Collateral Documents, or remedies hereunder or under any Collateral Documents in respect of any particular Collateral are governed by the laws of a
jurisdiction other than the State of California, in which case "UCC" shall mean the Uniform Commercial Code as in effect in such state.

    "UCP" has the meaning specified in Section 3.9.


    "Unfunded Pension Liability" means the excess of a Pension Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over
the current value of that Pension Plan's assets, determined in

22


 




accordance
with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

    "United States" and "U.S." each means the United States of America.

    "Year 2000 problem" has the meaning specified in Section 6.24.

    1.2  Other Interpretive Provisions.  

    (a) The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

    (b) The
words "hereof", "herein", "hereunder" and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and
subsection, Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

    (c) (i) The
term "documents" includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.



    (ii) The
term "including" is not limiting and means "including without limitation."

    (iii) In
the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including"; the words "to" and "until" each
mean "to but excluding", and the word "through" means "to and including."

    (iv) The
term "property" includes any kind of property or asset, real, personal or mixed, tangible or intangible.



    (d) Unless
otherwise expressly provided herein, (i) references to agreements (including this Agreement) and other contractual instruments shall be deemed to
include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document,
(ii) references to defined terms and cross-references to particular sections of the Company Partnership Agreement or the Master Partnership Agreement shall be deemed references to such terms
and such sections in their current form without giving effect to any future amendments or modifications thereto unless such amendments or modifications shall have been approved in writing by the
Required Banks, and (iii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting the statute or regulation.

    (e) The
captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

    (f)  This
Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such
limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms.

    (g) This
Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Agent, the Company and the other parties,
and are the products of all parties. Accordingly, they shall not be construed against the Banks, the Syndication Agent, the Co-Agents, the Issuing Bank, the Swingline Bank or the Agent
merely because of the Agent's, the Syndication Agent's, the Co-Agents', the Issuing Bank's, the Swingline Bank's or the Banks' involvement in their preparation.

    1.3  Accounting Principles.  

    (a) Unless
the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed, and all financial computations required under
this Agreement shall be made, in accordance with GAAP.

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    (b) References
herein to "fiscal year" and "fiscal quarter" refer to such fiscal periods of the Company.


  ARTICLE II  

   THE CREDITS  

    2.1  Amounts and Terms of Commitments.  

    (a) Each
Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Company (each such loan, a "Syndicated
Loan") from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an aggregate amount not to exceed at any time
outstanding the amount set forth on Schedule 2.1 under the heading "Commitment" (such amount, as
the same may be reduced under Sections 2.5 or 2.7 or as a result of one or more assignments under Section 11.8, the Bank's "Commitment"); provided,
however, that, after giving effect to any Borrowing of Syndicated Loans, the Effective Amount of all outstanding Syndicated Loans and
Swingline Loans and the Effective Amount of all L/C Obligations (1) shall not exceed $40,000,000 until the Agent has received copies (in form and substance satisfactory to it) of amendments to
subsections 4.6(a)(3) and 4.20(f) of each of the 1994, 1995 and 1996 Senior Note Agreements increasing the $40,000,000 working capital facility basket therein to $60,000,000, and (2) shall not
at any time exceed the Aggregate Commitment; and provided further, that the Effective Amount of the Syndicated Loans of any Bank plus such Bank's
participation in the Effective Amount of all Swingline Loans, if any, and all L/C Obligations shall not at any time exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and
subject to the other terms and conditions hereof, the Company may borrow under this Section 2.1, prepay under Section 2.6 and reborrow under this Section 2.1. This amendment and
restatement of the 1996 Facility B Credit Agreement shall not be deemed a repayment, satisfaction, cancellation, or novation of the loans outstanding thereunder or any other obligations of the Company
under the 1996 Facility B Credit Agreement or any of the "Loan Documents" (as defined
therein), which shall instead continue and constitute Obligations hereunder and under the other Loan Documents; provided, however, that upon the Closing
Date, all outstanding "Loans" under and as defined in the 1996 Facility B Credit Agreement, subject to Section 4.4 thereof, shall be prepaid in full with the proceeds of Loans hereunder or from
other funds.



    (b)  Application of Loans.  The Agent is authorized and directed to apply the proceeds of the Loans on
the Closing Date directly to the repayment of amounts outstanding under the 1996 Facility B Credit Agreement to the full extent necessary to effect such repayment.



    2.2  Loan Accounts.  

    (a) The
Loans made by each Bank (including the Swingline Bank and the Letters of Credit Issued by the Issuing Bank) shall be evidenced by one or more accounts or
records maintained by such Bank, Swingline Bank or Issuing Bank, as the case may be, in the ordinary course of business. The accounts or records maintained by the Agent, the Swingline Bank, the
Issuing Bank and each Bank shall be conclusive absent manifest error of the amount of the Loans made by the Banks to the Company and the Letters of Credit Issued for the account of the Company, and
the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Company hereunder to pay any amount owing with
respect to the Loans or any Letter of Credit.

    (b) Upon
the request of any Bank or the Swingline Bank made through the Agent, the Loans made by such Bank or the Swingline Bank may be evidenced by one or more Notes,
instead of loan accounts. Each such Bank shall endorse on the schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by
the Company with respect thereto. Each such Bank is irrevocably authorized by the Company to endorse its Note(s)

24


 




and
each Bank's record shall be conclusive absent manifest error;provided, however, that the failure of a Bank to make, or an error in making, a
notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of the Company hereunder or under any such Note to such Bank.

    2.3  Procedure for Borrowing.  

    (a) Each
Borrowing of Syndicated Loans shall be made upon the Company's irrevocable written notice (which notice may be delivered telephonically and confirmed in
writing on the same day) delivered to the Agent in the form of a Notice of Borrowing which notice must be received by the Agent (i) prior to 10:00 a.m. (San Francisco time) at least
three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and (ii) prior to 8:00 a.m. (San Francisco time) on the requested Borrowing Date, in the
case of Base Rate Syndicated Loans, specifying:



    (A) the
amount of the Borrowing, which shall be in an aggregate minimum amount of $3,000,000 or any integral multiple of $500,000 in excess thereof;

    (B) the
requested Borrowing Date, which shall be a Business Day;

    (C) the
Type of Syndicated Loans comprising the Borrowing; and

    (D) the
duration of the Interest Period applicable to such Syndicated Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the
Interest Period and if the Borrowing comprises Offshore Rate Loans, such Interest Period shall be three months;



provided, however, that the Borrowing to be made on the Closing Date may comprise
Offshore Rate Loans only if this Agreement has been fully executed before the giving of such notice or the Notice of Borrowing is accompanied by an indemnity letter signed by the Company and
acceptable to the Agent and the Banks.

    (b) The
Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of that Borrowing.

    (c) Each
Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by
11:00 a.m. (San Francisco time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. The proceeds of all such Syndicated Loans will then be made available
to the Company by the Agent at such office by crediting the account of the Company on the books of Bank of America with the aggregate of the amounts made available to the Agent by the Banks and in
like funds as received by the Agent, unless on the date of the Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Swingline
Loans pursuant to Section 2.10 or the reimbursement of any outstanding drawings under Letters of Credit pursuant to Section 3.3, in which case such proceeds or portion thereof shall be
applied to the repayment of such Swingline Loans or the reimbursement of such Letter of Credit drawings, as the case may be.


    (d) Unless
the Required Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Syndicated Loan be made
as, or converted into or continued as, an Offshore Rate Loan.

    (e) After
giving effect to any Borrowing, there may not be more than five different Interest Periods in effect with respect to all Syndicated Loans together then
outstanding.

    2.4  Conversion and Continuation Elections.  

    (a) The
Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.4(b):



     (i) elect
as of any Business Day, in the case of Base Rate Syndicated Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate
Loans, to convert any such


25


 





Syndicated
Loans (or any part thereof in an aggregate minimum amount of $3,000,000, or any integral multiple of $500,000 in excess thereof) into Syndicated Loans of any other Type; or

    (ii) elect
as of the last day of the applicable Interest Period, to continue any Syndicated Loans having Interest Periods expiring on such day (or any part thereof in
an aggregate minimum amount of $3,000,000, or any integral multiple of $500,000 in excess thereof);



provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion
of part thereof to be less than $500,000, such Offshore Rate Loans shall automatically convert into Base Rate Syndicated Loans, and on and after such date the right of the Company to continue such
Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.

    (b) The
Company shall deliver a Notice of Conversion/Continuation (which notice may be delivered telephonically and confirmed in writing on the same day) to be received
by the Agent (i) not later than 10:00 a.m. (San Francisco time) at least three Business Days in advance of the Conversion/ Continuation
Date, if the Syndicated Loans are to be converted into or continued as Offshore Rate Loans; and (ii) not later than 8:00 a.m. (San Francisco time) on the Conversion/ Continuation Date,
if the Loans are to be converted into Base Rate Syndicated Loans, specifying:



    (A) the
proposed Conversion/Continuation Date;

    (B) the
aggregate amount of Syndicated Loans to be converted or renewed;


    (C) the
Type of Syndicated Loans resulting from the proposed conversion or continuation; and

    (D) other
than in the case of conversions into Base Rate Syndicated Loans, the duration of the requested Interest Period.



    (c) If
upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to
such Offshore Rate Loans, or if any Default or Event of Default then exists or if the Company has not delivered to the Agent a notice of prepayment with respect thereto, the Company shall be deemed to
have elected to convert such Offshore Rate Loans into Base Rate Syndicated Loans effective as of the expiration date of such Interest Period.


    (d) The
Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will
promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the
Syndicated Loans with respect to which the notice was given held by each Bank.

    (e) Unless
the Required Banks otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Syndicated Loan converted into
or continued as an Offshore Rate Loan.

    (f)  After
giving effect to any conversion or continuation of Syndicated Loans, there may not be more than five different Interest Periods in effect in respect of all
Syndicated Loans together then outstanding.

    2.5  Voluntary Termination or Reduction of Commitments.  

    The
Company may, upon not less than five Business Days' prior notice to the Agent, terminate the Commitments, or permanently reduce the Commitments by an aggregate minimum amount of
$5,000,000 or any integral multiple of $5,000,000 in excess thereof, unless, after giving effect thereto and to any prepayments of Loans made on the effective date thereof, (a) the Effective
Amount of all

26

 




Syndicated
Loans, Swingline Loans and L/C Obligations together would exceed the amount of the Aggregate Commitment then in effect, or (b) the Effective Amount of all L/C Obligations then
outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section, the Commitments may not be increased. Any reduction of the Aggregate Commitment shall be applied to each Bank
according to its Pro Rata Share. All accrued commitment fees and letter of credit fees to, but not including, the effective date of any reduction or termination of the Aggregate Commitment, shall be
paid on the effective date of such reduction or termination.

    2.6  Optional Prepayments.  

    Subject
to Section 4.4, the Company may, at any time or from time to time, upon irrevocable notice (which notice may be delivered telephonically and confirmed in writing on the
same day) delivered to the Agent not later than 10:00 a.m. (San Francisco time) at least three Business Days prior to such prepayment in the case of Offshore Rate Loans and not later than
8:00 a.m. (San Francisco) time on the date of such prepayment in the case of Base Rate Syndicated Loans and Swingline Loans, (i) ratably prepay Syndicated Loans in whole or in part, in
minimum amounts of $3,000,000 or any integral multiple of $500,000 in excess thereof, and (ii) prepay in whole or in part Swingline Loans, in minimum principal amounts of $250,000 or any
integral multiple of $100,000 in excess thereof. Such notice of prepayment shall specify (i) the date and amount of such prepayment, and (ii) whether such prepayment is of Offshore Rate
Loans, Base Rate Syndicated Loans or Swingline Loans, or any combination thereof. The Agent will promptly notify each Bank of its receipt of any such notice, and of such Bank's Pro Rata Share of such
prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein,
together with accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 4.4.

    2.7  Mandatory Prepayments of Loans; Mandatory Commitment Reductions.  



    (a)  Mandatory Prepayments.  



     (i) If
the Company or any of its Subsidiaries shall at any time or from time to time make or agree to make a sale of properties permitted by subsection 8.2(f),
or harvest excess timber permitted by Section 8.4, then (A) the Net Proceeds of such sale shall either be paid by the Company as a prepayment of such Senior Debt as the Company may elect
to so prepay or reinvested as required by subsection 8.2(f), and (B) the net proceeds of such excess harvest shall either be paid by the Company as a prepayment of such Senior Debt as the
Company may elect to so prepay or reinvested as required by Section 8.4; provided that, in each case, the Company may not prepay Senior Debt
other than the Loans and the Facility A Loans pursuant to this subsection 2.7(a)(i) unless the Company shall also prepay the Loans and the Facility A Loans in an aggregate amount as
shall be necessary to cause the Banks together with the "Banks" as defined in the Facility A Credit Agreement to share such prepayment with the other Senior Debt at least pro rata. Prepayments
to be made with respect to the Loans and the Facility A Loans pursuant to this subsection 2.7(a)(i) shall be applied first to prepay or to cash
collateralize any Facility A Loans then outstanding in accordance with Section 2.7(a)(i) of the Facility A Credit Agreement, second, to prepay any Base Rate Syndicated Loans,
third, to prepay Swingline Loans, and fourth, at the Company's option, to Cash Collateralize (which cash collateral shall be applied on the maturity date of
their Interest Periods to prepay
then outstanding Offshore Rate Loans in the order of their maturities) or to prepay any Offshore Rate Loans then outstanding (in the order of the maturity of their Interest Periods).



27

 













    (ii) If
on any date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Company shall Cash Collateralize on such date the outstanding Letters of
Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the aggregate L/C Commitment.


    (iii) Subject
to payment of any amounts owing under Section 4.4, if the Effective Amount of all Syndicated Loans, Swingline Loans and L/C Obligations (excluding
the Effective Amount of L/C Obligations to the extent Cash Collateralized pursuant to the preceding clause (ii)) exceeds the Aggregate Commitment, the Company shall immediately, and without
notice or demand, prepay the outstanding principal amount of the Syndicated Loans, Swingline Loans and L/C Advances by an amount equal to the applicable excess. Any such prepayment shall be
applied first to any Base Rate Syndicated Loans then outstanding, second,
to prepay Swingline Loans, and third, at the Company's option, to Cash Collateralize (which cash collateral shall be applied on the
maturity date of their Interest Periods to prepay then outstanding Offshore Rate Loans in the order of their maturities) or to prepay Offshore Rate Loans (in the order of the maturity of their
Interest Periods).

    (iv) (A)
If following any reduction of the Swingline Commitment pursuant to subsection 2.7(b) the Effective Amount of Swingline Loans would exceed the Swingline
Commitment as reduced, the Company shall prepay without notice or demand on the reduction date of the Swingline Commitment the outstanding principal amount of the Swingline Loans in an amount equal to
the excess of the Swingline Loans over the Swingline Commitment, and (B) from time to time, if Swingline Loans have been outstanding during each Business Day of two successive calendar weeks,
the Company shall prepay without notice or demand the entire Effective Amount of the Swingline Loans on the last Business Day of that second week (a "Swingline
Clean-Up Day") (which Swingline Loans may not be reborrowed until the next Business Day) so that for one Business Day during each successive two week period the
Effective Amount of Swingline Loans is $0.



    (b)  Mandatory Commitment Reductions.  



     (i) The
Aggregate Commitment shall be permanently reduced from time to time by the amount of any mandatory prepayment of Loans required by
subsection 2.7(a)(i); provided that to the extent such sale of assets or harvest of excess timber shall not result in any
prepayment pursuant to subsection 2.7(a)(i) because no Loans are outstanding, first, the "Aggregate Commitment," as defined in the Facility A Credit Agreement, and second, the Aggregate
Commitment shall be permanently reduced in an amount equal to the amount that would otherwise be applied to a prepayment of the Facility A Loans by operation of subsection 2.7(a)(i) of
the Facility A Credit Agreement and the Loans by operation of subsection 2.7(a)(i) hereof, as the case may be. Such permanent reduction shall take effect upon the date such mandatory
prepayment is required by subsection 2.7(a)(i) or, in the case of funds actually deposited as cash collateral under that subsection, upon the application of such cash collateral to the Loans.
Upon any such permanent reduction in the Aggregate Commitment, the Commitment of each Bank shall automatically be reduced by an amount equal to such Bank's ratable share of the reduction, effective as
of the earlier of the date that any corresponding prepayment is made or the date by which such prepayment is due and payable hereunder. All accrued commitment fees to, but not including the effective
date of any reduction or termination of the Commitments, shall be paid on the effective date of such reduction or termination.

    (ii) No
reduction in the Aggregate Commitment pursuant to Section 2.5 or subsection 2.7(b)(i) shall reduce the L/C Commitment unless and until the
Aggregate



28


 






Commitment
has been reduced to $10,000,000; thereafter, any reduction in the Aggregate Commitment pursuant to Section 2.5 shall equally reduce the L/C Commitment.


    (iii) At
no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Aggregate Commitment which reduces the Aggregate Commitment
below the then current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced,
without any action on the part of the Swingline Bank.



    (c)  General.  The Company shall pay, together with each prepayment under this Section 2.7,
accrued interest on the amount prepaid and any amounts required pursuant to Section 3.4.



    2.8  Repayment.  

    (a) Syndicated Loans. The Company shall repay to the Banks in full on the Revolving Termination Date the Effective
Amount of the Syndicated Loans outstanding on such date.

    (b) Swingline. The Company shall repay to the Swingline Bank in full on the Revolving Termination Date the Effective
Amount of the Swingline Loans outstanding on the Revolving Termination Date.

    2.9  Interest.  

    (a) Subject
to subsection 2.9(c), (i) each Syndicated Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing Date at
a rate per annum equal to the Offshore Rate or the Base Rate, as the case may be (and subject to the Company's right to convert to other Types of Loans under
Section 2.4), plus the Applicable Margin and (ii) each Swingline Loan shall bear interest on the principal amount thereof
from the date when made until it becomes due at a rate of per annum equal to the Base Rate plus the Applicable Margin, or such other rate as the Swingline Bank may offer and the Company may accept.

    (b) The
Company shall pay interest on each Loan in arrears on each Interest Payment Date. Interest shall also be paid on the date of any prepayment of Offshore Rate
Loans or Swingline Loans under Section 2.6 or 2.7 for the portion of the Loans so prepaid and upon payment (including prepayment) in full thereof and, during the existence of any Event of
Default, interest shall be paid on demand of the Agent at the request or with the consent of the Required Banks.

    (c) Notwithstanding
subsection (a) of this Section, while any Event of Default exists or after acceleration, the Company shall pay interest (after as well as
before entry of judgment thereon to the extent permitted by law) on the principal amount of all outstanding Obligations, at a rate per annum which is determined by adding 2% per annum to the
Applicable Margin then in effect for such Loans and, in the case of Obligations not subject to an Applicable Margin, at a rate per annum equal to the Base Rate plus
2%; provided, however, that, on and after the expiration of any Interest
Period applicable to any Offshore Rate Loan outstanding on the date of occurrence of such Event of Default or acceleration, the principal amount of such Loan shall, during the continuance of such
Event of Default or after acceleration, bear interest at a rate per annum equal to the Base Rate, plus the Applicable Margin for Base Rate Syndicated Loans, plus 2%.

    (d) Anything
herein to the contrary notwithstanding, the obligations of the Company to any Bank hereunder shall be subject to the limitation that payments of interest
shall not be required for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by such Bank would be contrary to
the provisions of any law applicable
to such Bank limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Bank, and in such event the Company shall pay such Bank interest at the highest rate
permitted by applicable law.

29


 





    2.10  Swingline Loans.  

    (a) Subject
to the terms and conditions hereof, the Swingline Bank severally agrees to make a portion of the Aggregate Commitment available to the Company by making
swingline loans (individually, a "Swingline Loan"; collectively, the "Swingline Loans") to the Company on any Business Day during the period from the Closing Date to the Revolving Termination Date in
accordance with the procedures set forth in this Section in an aggregate principal amount at any one time outstanding not to exceed $20,000,000, notwithstanding the fact that such Swingline Loans,
when aggregated with the Swingline Bank's outstanding Syndicated Loans and its Pro Rata Share of the L/C Obligations, may exceed the Swingline Bank's Commitment (the amount of such commitment of the
Swingline Bank to make Swingline Loans to the Company pursuant to this subsection 2.10(a), as the same shall be reduced pursuant to subsection 2.7(b) or as a result of any assignment pursuant to
Section 11.8, the Swingline Bank's "Swingline Commitment"); provided, that at no time shall (i) the sum of the Effective
Amount of all Swingline Loans plus the Effective Amount of all Syndicated
Loans plus the Effective Amount of all L/ C Obligations exceed the Aggregate Commitment, or (ii) the Effective Amount of all
Swingline Loans exceed the Swingline Commitment. Additionally, no more than four Swingline Loans may be outstanding at any one time. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Company may borrow under this subsection 2.10(a), prepay pursuant to subsection 2.6 and reborrow pursuant to this subsection 2.10(a).


    (b) The
Company shall provide the Agent (with a copy to the Swingline Bank) irrevocable written notice (including notice via facsimile confirmed immediately by a
telephone call) in the form of a Notice of Borrowing of any Swingline Loan requested hereunder (which notice must be received by the Swingline Bank and the Agent prior to 12:00 noon (San Francisco
time) on the requested Borrowing date) specifying (i) the amount to be borrowed, and (ii) the requested Borrowing date, which must be a Business Day. Upon receipt of the Notice of
Borrowing, the Swingline Bank will immediately confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the Notice of Borrowing from the Company and, if not, the
Swingline Bank will provide the Agent with a copy thereof. Unless the Swingline Bank has received notice prior to 2:00 p.m. (San Francisco time) on such Borrowing date from the Agent
(A) directing the Swingline Bank not to make the requested Swingline Loan as a result of the limitations set forth in
the proviso set forth in the first sentence of subsection 2.10(a); or (B) that one or more applicable
conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, the Swingline Bank will, not later than 3:00 p.m. (San Francisco time) on the
Borrowing date specified in such Notice of Borrowing, make the amount of its Swingline Loan available to the Agent for the account of the Company at the Agent's Payment Office in funds immediately
available to the Agent. The proceeds of such Swingline Loan will then be made available to the Company by the Agent crediting the account of the Company on the books of Bank of America with the
aggregate of the amounts made available to the Agent by the Swingline Bank and in like funds as received by the Agent. Each Borrowing pursuant to this Section shall be in an aggregate principal amount
equal to $250,000 or an integral multiple of $100,000 in excess thereof, unless otherwise agreed by the Swingline Bank.

    (c) If
(i) any Swingline Loans shall remain outstanding at 9:00 a.m. (San Francisco time) on the Business Day immediately prior to a Swingline
Clean-Up Day and by such time on such Business Day the Agent shall have received neither (A) a Notice of Borrowing delivered pursuant to Section 2.3 requesting that
Syndicated Loans be made pursuant to Section 2.1 on the Swingline Clean-Up Day in an amount at least
equal to the aggregate principal amount of such Swingline Loans, nor (B) any other notice indicating the Company's intent to repay such Swingline Loans with funds obtained from other sources,
or (ii) any Swingline Loans shall remain outstanding during the existence of a Default or Event of Default and the Swingline Bank shall in its sole discretion notify the Agent that the
Swingline Bank desires that such Swingline Loans be converted into Syndicated Loans, then the Agent shall be deemed to have received a Notice of Borrowing from the Company pursuant to
Section 2.3 requesting

30


 





that
Base Rate Syndicated Loans be made pursuant to Section 2.1 on such Swingline Clean-Up Day (in the case of the circumstances described in clause (i) above) or on the
first Business Day subsequent to the date of such notice from the Swingline Bank (in the case of the circumstances described in clause (ii) above) in an amount equal to the aggregate amount of
such Swingline Loans, and the procedures set forth in subsections 2.3(b) and 2.3(c) shall be followed in making such Base Rate Syndicated
Loans; provided, that such Base Rate Syndicated Loans shall be made notwithstanding the Company's failure to comply with subsections
5.2(b) and 5.2(c); and provided, further, that if a Borrowing of
Syndicated Loans becomes legally impracticable and if so required by the Swingline Bank at the time such Syndicated Loans are required to be made by the Banks in accordance with this subsection
2.10(c), each Bank agrees that in lieu of making Syndicated Loans as described in this subsection 2.10(c), such Bank shall purchase a participation from the Swingline Bank in the applicable Swingline
Loans in an amount equal to such Bank's Pro Rata Share of such Swingline Loans, and the procedures set forth in subsections 2.3(b) and 2.3(c) shall be followed in connection with the purchases of such
participations. Upon such purchases of participations, the prepayment requirements of subsection 2.7(a)(iv) shall be deemed waived with respect to such Swingline Loans. The proceeds of such
Base Rate Syndicated Loans, or participations purchased, shall be applied to repay such Swingline Loans. A copy of each notice given by the Agent to the Banks pursuant to this subsection 2.10(c) with
respect to the making of Syndicated Loans, or the purchases of participations, shall be promptly delivered by the Agent to the Company. Each Bank's obligation in accordance with this Agreement to make
the Syndicated Loans, or purchase the participations, as contemplated by this subsection 2.10(c), shall be absolute and unconditional and shall not be affected by any circumstance, including
(1) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swingline Bank, the Company or any other Person for any reason whatsoever;
(2) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (3) any other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing.

    2.11  Fees.  

    In
addition to certain fees described in Section 3.8:



    (a)  Agency Fees.  The Company shall pay the Agent administrative agency fees in the amounts and at the
times set forth in the Fee Letter.

    (b)  Commitment Fees.  The Company shall pay to the Agent for the account of each Bank a commitment fee
on the average daily unused portion of such Bank's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that
quarter as calculated by the Agent, equal to the Commitment Fee Percentage. For purposes of calculating utilization under this subsection, (i) the Aggregate Commitment shall be deemed used to
the extent of the Effective Amount of Syndicated Loans then outstanding plus the Effective Amount of L/ C Obligations then outstanding, and (ii) with respect to the Commitment of the Swingline
Bank, the making of any Swingline Loan shall not be considered a use of a portion of such Swingline Bank's Commitment. Such commitment fee shall accrue from the Closing Date to the Revolving
Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on the first such day after this Agreement is executed by the Company
through
the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with
any reduction or termination of Commitments under Section 2.5 or Section 2.7, the accrued commitment fee calculated for the period ending on such date shall also be paid on the date of
such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The commitment
fees provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.


31


 







    2.12  Computation of Fees and Interest.  

    (a) All
computations of interest for Base Rate Syndicated Loans and Swingline Loans when the Base Rate is determined by Bank of America's "reference rate" shall be made
on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and
actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year). Interest and fees shall accrue during each period during which interest or
such fees are computed from the first day thereof to the last day thereof.

    (b) Each
determination of an interest rate, commitment fee or letter of credit fee by the Agent shall be conclusive and binding on the Company and the Banks in the
absence of manifest error. The Agent will, at the request of the Company or any Bank, deliver to the Company or such Bank, as the case may be, a statement showing the quotations used by the Agent in
determining any interest rate and the resulting interest rate.

    2.13  Payments by the Company.  

    (a) All
payments to be made by the Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all
payments by the Company shall be made to the Agent for the account of the Banks at the Agent's Payment Office, and shall be made in dollars and in immediately available funds, no later than
11:00 a.m. (San Francisco time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such
payment in like funds as received. Any payment received by the Agent later than 11:00 a.m. (San Francisco time) shall be deemed to have been received on the following Business Day and any
applicable interest or fee shall continue to accrue.

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

    (c) Unless
the Agent receives notice from the Company prior to the date on which any payment is due to the Banks that the Company will not make such payment in full as
and when required, the Agent may assume that the Company has made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in
reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Company has not made such payment in full to the
Agent, each Bank shall repay to the Agent on demand such amount distributed to such Bank, together with interest
thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Bank until the date repaid.

    2.14  Payments by the Banks to the Agent.  

    (a) Unless
the Agent receives notice from a Bank with respect to any Borrowing at least one Business Day prior to the date of such Borrowing that such Bank will not
make available as and when required hereunder to the Agent for the account of the Company the amount of that Bank's Pro Rata Share of such Borrowing, the Agent may assume that each Bank has made such
amount available to the Agent in immediately available funds on the Borrowing Date and the Agent may (but shall not be so required), in reliance upon such assumption, make available to the Company on
such date a corresponding amount. If and to the extent any Bank shall not have made its full amount available to the Agent in immediately available funds and the Agent in such circumstances has made
available to the Company such amount, that Bank shall on the Business Day following such Borrowing Date make such amount available to the Agent, together with interest at the Federal Funds Rate for
each day during such period. A notice of the Agent submitted to any Bank with respect to amounts owing under

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this
subsection (a) shall constitute prima facie evidence of the accuracy of the information contained therein. If such amount is so made available, such payment to the Agent shall constitute
such Bank's Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to the Agent on the Business Day following the Borrowing Date, the Agent will notify
the Company of such failure to fund and, upon demand by the Agent, the Company shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the
date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans constituting such Borrowing.


    (b) The
failure of any Bank to make any Loan on any Borrowing Date shall not relieve any other Bank of any obligation hereunder to make a Syndicated Loan on such
Borrowing Date, but no Bank shall be responsible for the failure of any other Bank to make the Syndicated Loan to be made by such other Bank on any Borrowing Date.

    2.15  Sharing of Payments, Etc.  

    If,
other than as expressly provided elsewhere herein, any Bank shall obtain on account of the Syndicated Loans made by it any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the
other Banks such participations in the Syndicated Loans made by them as shall be necessary to cause such purchasing Bank to share the excess payment pro rata with each of
them; provided, however, that if all or any portion of such excess payment
is thereafter recovered from the purchasing Bank, such purchase shall to that extent be rescinded and each other Bank shall repay to the purchasing Bank the purchase price paid therefor, together with
an amount equal to such paying Bank's ratable share (according to the proportion of (i) the amount of such paying Bank's required repayment to (ii) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Company agrees that any Bank so purchasing a participation from
another Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.9) with respect to such
participation as fully as if such Bank were the direct creditor of the Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of
manifest error) of participations purchased under this Section and will in each case notify the Banks following any such purchases or repayments. Any Bank or Swingline Bank having outstanding both
Syndicated Loans and Swingline Loans at any time a right
of set-off is exercised by such Bank or Swingline Bank shall apply the proceeds of such set-off first to such Bank's Syndicated Loans, until its Syndicated Loans are reduced to
zero, thereafter to its Swingline Loans.

    2.16  Quarterly Adjustments.  

    If
the Company shall have failed to deliver the financial reports pursuant to subsections 7.1(a) and (b) and the certificate pursuant to subsection 7.2(b) when required by said
subsections and if, when delivered with respect to any fiscal quarter, such financial reports and certificate indicate that the Applicable Margin, the Commitment Fee Percentage and the Letter of
Credit Rate for any period after such failure should have been higher than the Applicable Margin, the Commitment Fee Percentage and the Letter of Credit Rate assumed after such period pursuant to the
definitions of such terms by virtue of such failure, and the interest or fee that would have been collected hereunder based upon the actual Applicable Margin, the Commitment Fee Percentage and the
Letter of Credit Rate had such failure not occurred exceeds the interest or fee actually collected hereunder, then the Company shall pay, on or before the third Business Day after delivery of such
financial reports and certificate, an amount equal to such excess.

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    2.17  Security.  

    All
Obligations of the Company under this Agreement and all other Loan Documents shall be secured from the Collateral Event in accordance with the Collateral Documents.


    2.18  Increase of the Commitments.  

    (a) The
Company, with the consent of the Agent, may at any time arrange an increase in the aggregate amount of the Aggregate Commitment and the "Aggregate Commitment"
as defined in the Facility A Credit Agreement (a "Commitment Increase"), effective on a Business Day (an "Increase
Date") as separately agreed between the Company and each Increasing Bank (as defined below) and each Assuming Bank by an earlier date at least three days before the intended
Increase Date (a "Commitment
Date"); provided, however, that (A) in no
event shall the Aggregate Commitment at any time exceed $60,000,000, (B) each such increase shall be simultaneous with an equal percentage increase in the "Aggregate Commitment" as defined in
the Facility A Credit Agreement, and (C) no Default shall exist on such Increase Date. Such Commitment Increase may be achieved through the increase of the Commitments of one or more of the
Banks (each such Bank that is willing to increase its Commitment hereunder being an "Increasing Bank") or the addition of one or more other Eligible
Assignees as Assuming Banks and as parties to this
Agreement; provided, however, that (1) the Commitment of each
Assuming Bank, when combined with such Assuming Bank's "Commitment" under the Facility A Credit Agreement, shall be an integral multiple of $10,000,000, (2) the increase in the existing
Commitment of each Increasing Bank, when combined with the increase in such Increasing Bank's "Commitment" under the Facility A Credit Agreement, shall be an integral multiple of $10,000,000, and
(3) after giving effect to the Commitment Increase, each Bank (including the Assuming Banks and the Increasing Banks) shall have the same percentage of the Aggregate Commitment as it holds in
the "Aggregate Commitment" as defined in the Facility A Credit Agreement.

    (b) If,
on or before the Commitment Date, (i) each Assuming Bank has delivered to the Agent an Assumption Agreement in form and substance reasonably satisfactory
to the Agent, duly executed by such Assuming Bank and the Company, and effective upon the Increase Date; and (ii) each Increasing Bank shall have delivered to the Agent (A) its existing
Note and (B) confirmation in writing satisfactory to the Agent as to its increased Commitment effective upon the Increase Date, then the Agent shall
notify the Banks (including any Assuming Banks) and the Company of such Commitment Increase and the applicable Increase Date. Each Increasing Bank and each Assuming Bank shall, before
11:00 a.m. (San Francisco time) on the applicable Increase Date, make available to the Agent in immediately available funds, in the case of such Assuming Bank, an amount equal to such Assuming
Bank's Pro Rata Share of the Syndicated Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitment after giving effect to the relevant Commitment Increase)
and, in the case of such Increasing Bank, an amount equal to the excess of (i) such Increasing Bank's Pro Rata Share of the Syndicated Loans then outstanding (calculated based on its Commitment
as a percentage of the Aggregate Commitment after giving effect to the relevant Commitment Increase) over (ii) such Increasing Bank's Pro Rata Share of the Syndicated Loans then outstanding
(calculated based on its Commitment without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase).
After the Agent's receipt of such funds from each Increasing Bank and each Assuming Bank, the Agent will promptly thereafter cause to be distributed like funds to the other Banks an amount such that
the aggregate amount of the outstanding Syndicated Loans owing to each Bank after giving effect to such distribution equals such Bank's Pro Rata Share of the Syndicated Loans then outstanding
(calculated based on its Commitment as a percentage of the Aggregate Commitments after giving effect to the Commitment Increase). To the extent there are outstanding Offshore Rate Loans with Interest
Periods ending after the Increase Date, such Offshore Rate Loans shall be converted in full to Base Rate Syndicated Loans or new Offshore Rate Loans on the Increase

34


 





Date.
The Company shall be liable for any amounts owing under Section 3.4 on account of the prepayment or conversion of Offshore Rate Loans required by the two immediately preceding sentences.
Promptly after the Company receives a request from the Agent, the Company shall execute and deliver to the Agent Notes payable to the order of each Assuming Bank, if any, and each Increasing Bank,
dated as of the applicable Increase Date, in a principal amount equal to such Bank's Commitment after giving effect to the relevant Commitment Increase. The Agent, upon receipt of such Notes, shall
promptly deliver such Notes to the respective Assuming Banks and Increasing Banks.


   ARTICLE III  

   THE LETTERS OF CREDIT  

    3.1  The Letter of Credit Subfacility.  

    (a) On
the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing
Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c)
and 3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the
Company; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of
Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the
Effective Amount of all Syndicated Loans and Swingline Loans exceeds the Aggregate Commitment, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the
Effective Amount of the Syndicated Loans of such Bank plus the participation of such Bank, if any, in the Effective Amount of all Swingline Loans exceeds such Bank's Commitment, or (3) the
Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit
shall be fully revolving, and,
accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.


    (b) The
Issuing Bank is under no obligation to Issue (and, in the case of clause (ii) and (iii) below, shall not Issue) any Letter of Credit if:



     (i) any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from Issuing such Letter
of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the
Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank
with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it;

    (ii) the
Issuing Bank has received written notice from any Bank, the Agent or the Company, on or prior to the Business Day prior to the requested date of Issuance of
such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfied;

    (iii) the
expiry date of any requested Letter of Credit is (A) more than two years after the date of Issuance, unless the Required Banks have approved such
expiry date in writing, or (B) less than 30 days prior to the Revolving Termination Date, unless all of the Banks have approved such expiry date in writing;


35


 










    (iv) the
expiry date of any requested Letter of Credit is prior to the maturity date of any financial obligation to be supported by the requested Letter of Credit,
unless all of the Banks have approved such expiry date in writing;

    (v) any
requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Issuing Bank, or the Issuance of a Letter of
Credit may violate any policies of the Issuing Bank applicable to customers and credits of a type similar to the Company and to the transactions contemplated by this Agreement;

    (vi) any
standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person;

   (vii) such
Letter of Credit is in a face amount less than $250,000 or to be denominated in a currency other than Dollars; or


   (viii) the
requested Letter of Credit provides for payment thereunder sooner than the Business Day following the presentation to the Issuing Bank of the documentation
required thereunder.

    3.2  Issuance, Amendment and Renewal of Letters of Credit.  



    (a) Each
Letter of Credit shall be issued upon the irrevocable written request of the Company received by the Issuing Bank (with a copy sent by the Company to the
Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of
a Letter of Credit shall be made by an original writing or by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail
satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit;
(iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit
in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) such other matters as the Issuing
Bank may reasonably require.

    (b) At
least three Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent
has received a copy of the L/C Application or L/C Amendment Application from the Company and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received
notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such
Letter of Credit because such issuance is not then permitted under subsection 3.1(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.1(b)(ii);
or (B) that one or more applicable conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested
date, issue a Letter of Credit for the account of the Company in accordance with the Issuing Bank's usual and customary business practices.


    (c) From
time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the
Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole
discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of
Credit shall be made by an original writing or by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail
satisfactory to the Issuing Bank:



     (i) the
Letter of Credit to be amended;

    (ii) the
proposed date of amendment of the Letter of Credit (which shall be a Business Day);


36


 





    (iii) the
nature of the proposed amendment; and

    (iv) such
other matters as the Issuing Bank may require.



The
Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form
under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. In addition, the Issuing Bank shall not
amend any Letter of Credit if the Issuing Bank would be prohibited at such time from issuing such Letter of Credit in its amended form under subsection 3.1(b). The Agent will promptly notify the Banks
of the receipt by it of any L/C Application or L/C Amendment Application.

    (d) The
Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the Company and
upon the written request of the Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a
particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued
by it; provided that no such automatic renewal shall extend the expiry date of such Letter of Credit beyond the expiry dates set forth in
subsection 3.1(b)(iii). Each such request for renewal of a Letter of Credit shall be made by an original writing or by facsimile, confirmed immediately in an original writing, in the form of an L/C
Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank:



     (i) the
Letter of Credit to be renewed;

    (ii) the
proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day);

    (iii) the
revised expiry date of the Letter of Credit; and

    (iv) such
other matters as the Issuing Bank may require.



The
Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its
renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. In addition, the Issuing Bank
shall not renew any Letter of Credit if the Issuing Bank would be prohibited at such time from issuing such Letter of Credit in its renewed form under subsection 3.1(b). If any outstanding Letter of
Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of
renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.2(d) upon the request of the Company but the Issuing Bank
shall not have received any L/C Amendment Application from the Company with respect to such renewal or other written direction by the Company
with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the
Issuing Bank shall be deemed to have received an L/C Amendment Application from the Company requesting such renewal.

    (e) The
Issuing Bank may, at its election (or as required by the Agent at the direction of the Required Banks), deliver any notices of termination or other
communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such
Letter of Credit to be a date not later than 30 days prior to the Revolving Termination Date.

    (f)  This
Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit).

37


 




    (g) The
Issuing Bank will also deliver to the Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of
Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.


    3.3  Risk Participations, Drawings and Reimbursements.  

    (a) Immediately
upon the Issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the
Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Pro Rata Share of such Bank, times (ii) the maximum amount
available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of Section 2.1, each Issuance of a Letter of Credit shall be deemed to utilize the
Commitment of each Bank by an amount equal to the amount of such participation.

    (b) In
the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Bank will promptly notify the Company. The
Company shall reimburse the Issuing Bank, directly or with the proceeds of a Syndicated Loan, prior to 10:00 a.m. (San Francisco time), on each date that any amount is paid by the Issuing Bank
under any Letter of Credit (each such date, an "Honor Date"), in an amount equal to the amount so paid by the Issuing Bank. In the event the Company
fails to reimburse the Issuing Bank for the full amount of any drawing under any Letter of Credit by 10:00 a.m. (San Francisco time) on the Honor Date, the Issuing Bank will promptly notify the
Agent and the Agent will promptly notify each Bank thereof, and the Company shall be deemed to have requested that Base Rate Syndicated Loans be made by the Banks to be disbursed on the Honor Date
under such Letter of Credit, subject to the amount of the unutilized portion of the Aggregate Commitment and subject to the conditions set forth in Section 5.2. Any notice given by the Issuing
Bank or the Agent pursuant to this subsection 3.3(b) may be oral if immediately confirmed in writing (including by facsimile); provided that the lack of such an immediate confirmation shall not affect
the conclusiveness or binding effect of such notice.

    (c) Each
Bank shall upon any notice pursuant to subsection 3.3(b) make available to the Agent for the account of the relevant Issuing Bank an amount in Dollars and in
immediately available funds equal to its Pro Rata Share of the amount of the drawing, whereupon the participating Banks shall (subject to subsection 3.3(d)) each be deemed to have made a Loan
consisting of a Base Rate Syndicated Loan to the Company in that amount. If any Bank so notified fails to make available to the Agent for the account of the Issuing Bank the amount of such Bank's Pro
Rata Share of the amount of the drawing
by no later than 1:00 p.m. (San Francisco time) on the Honor Date, then interest shall accrue on such Bank's obligation to make such payment, from the Honor Date to the date such Bank makes
such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure
of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Bank to effect such payment on such date shall not relieve such Bank from its obligations under this
Section 3.3.

    (d) With
respect to any unreimbursed drawing that is not converted into Loans consisting of Base Rate Syndicated Loans to the Company in whole or in part, because of
the Company's failure to satisfy the conditions set forth in Section 5.2 or for any other reason, the Company's reimbursement liability with respect thereto shall constitute an L/C Borrowing
from the Issuing Bank in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate
plus 2% per annum, and each Bank's payment to the Issuing Bank pursuant to subsection 3.3(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C
Advance from such Bank in satisfaction of its participation obligation under this Section 3.3.

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    (e) Each
Bank's obligation in accordance with this Agreement to make the Syndicated Loans or L/C Advances, as contemplated by this Section 3.3, as a result of a
drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the Issuing Bank and shall not be affected by any circumstance, including (i) any
set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Issuing Bank, the Company or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the
foregoing; provided, however, that each Bank's obligation to make
Syndicated Loans under this Section 3.3 is subject to the conditions set forth in Section 5.2.

    3.4  Repayment of Participations.  

    (a) Upon
(and only upon) receipt by the Agent for the account of the Issuing Bank of immediately available funds from the Company (i) in reimbursement of any
payment made by the Issuing Bank under the Letter of Credit with respect to which any Bank has paid the Agent for the account of the Issuing Bank for such Bank's participation in the Letter of Credit
pursuant to Section 3.3 or (ii) in payment of interest thereon, the Agent will pay to each Bank, in the same funds as those received by the Agent for the account of the Issuing Bank, the
amount of such Bank's Pro Rata Share of such funds, and the Issuing Bank shall receive the amount of the Pro Rata Share of such funds of any Bank that did not so pay the Agent for the account of the
Issuing Bank.

    (b) If
the Agent or the Issuing Bank is required at any time to return to the Company, or to a trustee, receiver, liquidator, custodian, or any official in any
Insolvency Proceeding, any portion of the payments made by the Company to the Agent for the account of the Issuing Bank pursuant to subsection 3.4(a) in reimbursement of a payment made under the
Letter of Credit or interest or fee thereon, each Bank shall, on demand of the Agent, forthwith return to the Agent or the Issuing Bank the amount of its Pro Rata Share of any amounts so returned by
the Agent or the Issuing Bank plus interest thereon from the date such demand is made to the date such amounts are returned by such Bank to the Agent or the Issuing Bank, at a rate per annum equal to
the Federal Funds Rate in effect from time to time.

    3.5  Role of the Issuing Bank.  

    (a) Each
Bank and the Company agree that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document
(other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person
executing or delivering any such document.

    (b) No
Agent-Related Person nor any of the respective correspondents, participants or assignees of the Issuing Bank shall be liable to any Bank for: (i) any
action taken or omitted in connection herewith at the request or with the approval of the Banks (including the Required Banks, as applicable); (ii) any action taken or omitted in the absence of
gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any L/C-Related Document.

    (c) The
Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided, however, that this assumption is not intended to, and
shall not, preclude the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No Agent-Related Person, nor any of the
respective correspondents, participants or assignees of the Issuing Bank, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of
Section 3.6; provided, however, anything in such clauses to the
contrary notwithstanding, that the Company may have a claim against the Issuing Bank (but in no event an offset to the Company's obligations to the Banks and the Issuing Bank), and the Issuing Bank
may be liable to the Company, to the extent, but only to the

39


 




extent,
of any direct, as opposed to consequential or exemplary, damages suffered by the Company which the Company proves were caused by the Issuing Bank's willful misconduct or gross negligence or
the Issuing Bank's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and
conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) the Issuing Bank may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall not be responsible for the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid
or ineffective for any reason.

    3.6  Obligations Absolute.  

    The
obligations of the Company under this Agreement and any L/C-Related Document to reimburse the Issuing Bank for a drawing under a Letter of Credit, and to repay any L/C
Borrowing and any drawing under a Letter of Credit converted into Syndicated Loans shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and
each such other L/C-Related Document under all circumstances, including the following:



     (i) any
lack of validity or enforceability of this Agreement or any L/C-Related Document;

    (ii) any
change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Company in respect of any Letter of Credit or
any other amendment or waiver of or any consent to departure from all or any of the L/C-Related Documents;

    (iii) the
existence of any claim, set-off, defense or other right that the Company may have at any time against any beneficiary or any transferee of any
Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuing Bank or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by the L/C-Related Documents or any unrelated transaction;

    (iv) any
draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or
any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit;

    (v) any
payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of any Letter
of Credit; or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the
benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any Insolvency
Proceeding;

    (vi) any
exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee,
for all or any of the obligations of the Company in respect of any Letter of Credit; or

   (vii) any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a
defense available to, or a discharge of, the Company or a guarantor.



    3.7  Cash Collateral Pledge.  

    Upon
(i) the request of the Agent, (A) if the Issuing Bank has honored any full or partial drawing request on any Letter of Credit and such drawing has resulted in an
L/C Borrowing hereunder, or (B) if, as of the Revolving Termination Date, any Letters of Credit may for any reason remain

40

 




outstanding
and partially or wholly undrawn, or (ii) the occurrence of the circumstances described in subsection 2.7 requiring the Company to Cash Collateralize Letters of Credit, then, the
Company shall immediately Cash Collateralize the L/C Obligations in an amount equal to the L/C Obligations. The Company hereby grants to the Agent, for the benefit of the Agent, the Issuing Bank and
the Banks, a security interest in all such cash and deposit account balances used to Cash Collateralize the Company's obligations hereunder.

    3.8  Letter of Credit Fees.  

    (a) The
Company shall pay to the Agent for the account of each of the Banks a letter of credit fee with respect to the Letters of Credit on the average daily maximum
amount available to be drawn of the outstanding Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon Letters of Credit outstanding
for that quarter as calculated by the Agent, equal to the Letter of Credit Rate. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar
quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon
which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date).

    (b) The
Company shall pay to the Issuing Bank an annual nonrefundable letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to 0.125%
of the face amount (or increased
face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable on each date of Issuance of a Letter of Credit and on the annual anniversary of
each such date if such Letter of Credit remains in effect.

    (c) The
Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard
costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

    3.9  Uniform Customs and Practice.  

    The
International Standby Practices 1998, International Chamber of Commerce Publication (the "Practices") shall (unless otherwise expressly provided in the Letters of Credit) apply to
the Letters of Credit. As to matters not governed by the Practices, the Letters of Credit shall be governed by and construed in accordance with the laws of the State of California.


   ARTICLE IV  

   TAXES, YIELD PROTECTION AND ILLEGALITY  

    4.1  Taxes.  

    (a) Any
and all payments by the Company to each Bank or the Agent under this Agreement and any other Loan Document shall be made free and clear of, and without
deduction or withholding for any Taxes. In addition, the Company shall pay all Other Taxes.

    (b) The
Company agrees to indemnify and hold harmless each Bank and the Agent for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by
any jurisdiction on amounts payable under this Section) paid by the Bank or the Agent and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 days after the date the Bank or the Agent makes
written demand therefor.

41


 




    (c) If
the Company shall be required by law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable hereunder to any Bank or the Agent,
then:



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


    (ii) the
Company shall make such deductions and withholdings;

    (iii) the
Company shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with applicable law; and

    (iv) the
Company shall also pay to each Bank or the Agent for the account of such Bank, at the time interest is paid, all additional amounts which the respective Bank
specifies as necessary to preserve the after-tax yield the Bank would have received if such Taxes or Other Taxes had not been imposed.



    (d) Within
30 days after the date of any payment by the Company of Taxes or Other Taxes, the Company shall furnish the Agent the original or a certified copy of
a receipt evidencing payment thereof, or other evidence of payment satisfactory to the Agent.

    (e) If
the Company is required to pay additional amounts to any Bank or the Agent pursuant to subsection (c) of this Section, then such Bank shall use reasonable
efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate any such additional payment by the Company which may thereafter accrue,
if such change in the judgment of such Bank is not otherwise disadvantageous to such Bank.

    4.2  Illegality.  

    (a) If
any Bank determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any
Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Bank or its applicable Lending Office to make Offshore Rate
Loans, then, on notice thereof by the Bank to the Company through the Agent, any obligation of that Bank to make Offshore Rate Loans shall be suspended until the Bank notifies the Agent and the
Company that the circumstances giving rise to such determination no longer exist.

    (b) If
a Bank determines that it is unlawful to maintain any Offshore Rate Loan, the Company shall, upon receipt of notice of such fact and demand from such Bank (with
a copy to the Agent), prepay in full such Offshore Rate Loans of that Bank then outstanding, together with interest accrued thereon and amounts required under Section 4.4, either on the last
day of the Interest Period thereof, if the Bank may lawfully continue to maintain such Offshore Rate Loans to such day, or immediately, if the Bank may not lawfully continue to maintain such Offshore
Rate Loan. If the Company is required to so prepay any Offshore Rate Loan, then concurrently with such prepayment, the Company shall borrow from the affected Bank, in the amount of such repayment, a
Base Rate Syndicated Loan.

    (c) If
the obligation of any Bank to make or maintain Offshore Rate Loans has been so terminated or suspended, the Company may elect, by giving notice to the Bank
through the Agent that all Loans which would otherwise be made by the Bank as Offshore Rate Loans shall be instead Base Rate Syndicated Loans.


    (d) Before
giving any notice to the Agent under this Section, the affected Bank shall designate a different Lending Office with respect to its Offshore Rate Loans if
such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of the Bank, be illegal or otherwise disadvantageous to the Bank.

42


 







    4.3  Increased Costs and Reduction of Return.  

    (a) If
any Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve
requirements included in the calculation of the Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any
central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any
Offshore Rate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of
Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a
copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank, additional amounts as are sufficient to compensate such Bank for such increased costs.

    (b) If
any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation,
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration
thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital
required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and
such Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, loans, credits or obligations under this Agreement, then, upon demand
of such Bank to the Company through the Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase.

    4.4  Funding Losses.  

    The
Company shall reimburse each Bank and hold each Bank harmless from any loss or expense which the Bank may sustain or incur as a consequence of:



    (a) the
failure of the Company to make on a timely basis any payment of principal of any Offshore Rate Loan;

    (b) the
failure of the Company to borrow, continue or convert a Loan after the Company has given (or are deemed to have given) a Notice of Borrowing or a Notice of
Conversion/Continuation;

    (c) the
failure of the Company to make any prepayment in accordance with any notice delivered under Section 2.6;


    (d) the
prepayment (including pursuant to Sections 2.6 and 2.7) or other payment (including after acceleration thereof) of an Offshore Rate Loan on a day that is not
the last day of the relevant Interest Period; or

    (e) the
automatic conversion under Section 2.4 of any Offshore Rate Loan to a Base Rate Syndicated Loan on a day that is not the last day of the relevant
Interest Period;



including
any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Offshore Rate Loans or from fees payable to terminate the deposits from which
such funds were obtained. For purposes of calculating amounts payable by the Company to the Banks under this Section and under subsection 4.3(a), (i) each Offshore Rate Loan made by a Bank (and
each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBO Rate used in determining the Offshore Rate for such Offshore Rate Loan by a

43


 




matching
deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Offshore Rate Loan is in fact so funded.

    4.5  Inability to Determine Rates.  

    If
the Required Banks determine that for any reason adequate and reasonable means do not exist for determining the Offshore Rate for any requested Interest Period with respect to a
proposed Offshore Rate Loan, or that the Offshore Rate applicable pursuant to subsection 2.9(a) for any requested Interest Period with respect to a proposed Offshore Rate Loan does not adequately and
fairly reflect the cost to such Banks of funding such Loan, the Agent will promptly so notify the Company and each Bank. Thereafter, the obligation of the Banks to make or maintain Offshore Rate
Loans, as the case may be, hereunder shall be suspended until the Agent upon the instruction of the Required Banks revokes such notice in writing. Upon receipt of such notice, the Company may revoke
any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Company does not revoke such Notice, the Banks shall make, convert or continue the Loans, as proposed by the
Company, in the amount specified in the applicable notice submitted by the Company, but such Loans shall be made, converted or continued as Base Rate Syndicated Loans instead of Offshore Rate Loans,
as the case may be.

    4.6  Certificates of Banks.  

    Any
Bank claiming reimbursement or compensation under this Article IV shall deliver to the Company (with a copy to the Agent) a certificate setting forth in reasonable detail
the amount payable to the Bank hereunder and such certificate shall be conclusive and binding on the Company in the absence of manifest error.

    4.7  Survival.  

    The
agreements and obligations of the Company in Sections 4.1, 4.2, 4.3, 4.4 and 4.5 shall survive the payment of all other Obligations and any assignment and delegation by a Bank.


   ARTICLE V  

   CONDITIONS PRECEDENT  

    5.1  Conditions of Initial Credit Extensions.  


    The
obligation of each Bank to make its initial Credit Extension hereunder is subject to the condition that the Agent have received on or before the Closing Date all of the following,
in form and substance satisfactory to the Agent and each Bank, and in sufficient copies for each Bank:



    (a)  Credit Agreement.  This Agreement executed by each party thereto;

    (b)  Resolutions; Incumbency.  




     (i) Copies
of the resolutions of the board of directors of each MGP General Partner, as general partners of the Managing General Partner, as general partner of the
Company, and the executive committee of the Board of Control of the Managing General Partner, in each case approving and authorizing the execution, delivery and performance by the Managing General
Partner on behalf of the Company of this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby, certified as of the Closing Date by the Secretary or an Assistant
Secretary of such MGP General Partner and the Managing General Partner, as the case may be; and

    (ii) A
certificate of the Secretary or Assistant Secretary of the Managing General Partner certifying the names and true signatures of the officers of the Managing
General Partner, as general partner of the Company, authorized to execute, deliver and perform,




44

 







as
applicable, this Agreement on behalf of the Company, and all other Loan Documents to be delivered hereunder;




    (c)  Organization Documents; Good Standing.  Each of the following documents:




     (i) the
partnership certificate of the Company, the Managing General Partner and the Master Partnership as in effect on the Closing Date, certified by the Secretary of
State (or similar, applicable Governmental Authority) of the state of formation of such entities as of a recent date and by the Secretary or Assistant Secretary of the Managing General Partner as of
the Closing Date, and each of the Company Partnership Agreement, the MGP Partnership Agreement and the Master Partnership Agreement as in effect on the Closing Date, certified by the Secretary or
Assistant Secretary of the Managing General Partner as of the Closing Date;

    (ii) the
articles or certificate of incorporation of each MGP General Partner as in effect on the Closing Date, certified by the Secretary of State (or similar
applicable Governmental Authority) of the state of incorporation of such MGP General Partner as of a recent date and by the Secretary or Assistant Secretary of such MGP General Partner as of the
Closing Date, and the bylaws of each MGP General Partner as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of such MGP General Partner as of the Closing Date; and

    (iii) a
good standing certificate for the Company, the Managing General Partner, the MGP General Partners and the Master Partnership from the Secretary of State (or
similar, applicable Governmental Authority) of its state of incorporation or formation, as applicable, and each state where the Company and the Partner Entities are qualified to do business as a
foreign corporation or limited partnership, as applicable, as of a recent date;




    (d)  Legal Opinion.  An opinion of Ball Xxxxx LLP, as counsel to the Company and the Partner Entities and
addressed to the Agent and the Banks, substantially in the form of Exhibit D;

    (e)  Payment of Fees.  Payment by the Company of all accrued and unpaid fees, costs and expenses to the
extent then due and payable on the Closing Date, including the arrangement fee payable to the Agent and the Arranger under the Fee Letter, together with Attorney Costs of Bank of America to the extent
invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Bank of America's reasonable estimate of Attorney Costs incurred or to be incurred by it
through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Company and Bank of America); including any such costs, fees and
expenses arising under or referenced in Sections 2.11 and 11.4;

    (f)  Certificate.  A certificate signed by a Responsible Officer, dated as of the Closing Date, stating
that:




     (i) the
representations and warranties contained in Article VI are true and correct on and as of such date, as though made on and as of such date;

    (ii) no
Default or Event of Default exists or would result from the initial Credit Extension; and

    (iii) there
has occurred since December 31, 1998, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse
Effect;




45


 









    (g)  Facility A Credit Agreement.  All conditions precedent to the initial extension of credit set forth
in Section 4.1 of the Facility A Credit Agreement shall have occurred prior to or simultaneously with the closing hereunder;


    (h)  Collateral Documents.  The Collateral Documents, executed by the Company, in appropriate form for
recording, where necessary, together with:




     (i) acknowledgment
copies of all UCC-1 financing statements filed, registered or recorded to perfect the security interests of the Agent for the benefit of
the Banks, or other evidence satisfactory to the Agent that there has been filed, registered or recorded all financing statements and other filings, registrations and recordings necessary and
advisable to perfect the Liens of the Agent for the benefit of the Banks in accordance with applicable law upon the attachment of such Liens as provided in the Collateral Documents;


    (ii) written
advice relating to such Lien and judgment searches as the Agent shall have requested, and such termination statements or other documents as may be
necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens);

    (iii) all
other actions necessary or, in the opinion of the Agent or the Banks, desirable to perfect and protect the first priority Lien created by the Collateral
Documents upon such Lien attaching as provided in the Collateral Documents;




    (i)  Insurance Policies.  A certificate of a reputable insurance broker setting forth the nature and
extent of all insurance maintained by the Company in accordance with Section 4.4 of the Security Agreement;


    (j)  Consent to Amendment and Restatement.  The consent to this amendment and restatement of the 1996
Facility B Credit Agreement executed by The Nova Scotia Bank and Societe Generale;

    (k)  Termination of Commitments.  The "Commitments" as defined in the 1996 Facility B Credit Agreement
shall have been terminated as provided therein.

    (l)  Other Documents.  Such other approvals, opinions, documents or materials as the Agent or any Bank
may reasonably request.



    5.2  Conditions to All Credit Extensions.  

    The
obligation of each Bank and the Swingline Bank to make any Syndicated Loan and Swingline Loan to be made by it (including its initial Loan) or to continue or convert any
Syndicated Loan under Section 2.4 and the obligation of the Issuing Bank to Issue any Letter of Credit (including the initial
Letter of Credit) is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date, Conversion/Continuation Date or Issuance Date, as applicable:



    (a)  Notice, Application.  As to any Syndicated Loan or Swingline Loan, the Agent shall have received
(with, in the case of the initial Loan only, a copy for each Bank) a Notice of Borrowing or a Notice of Conversion/Continuation, as applicable, or in the case of any Issuance of any Letter of Credit,
the Issuing Bank and the Agent shall have received an L/C Application or L/C Amendment Application, as required under Section 3.2;

    (b)  Continuation of Representations and Warranties.  The representations and warranties in
Article VI shall be true and correct on and as of such Borrowing Date or Conversion/Continuation Date with the same effect as if made on and as of such Borrowing Date or Conversion/Continuation
Date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date);


46

 





    (c)  No Existing Default.  No Default or Event of Default shall exist or shall result from such Borrowing
or continuation or conversion; and

    (d)  No Further Advance Notice.  Neither the Agent nor any Bank shall have received from the Company any
notice that any Collateral Document will no longer secure on a first priority basis future advances or future Loans to be made or extended under this Agreement.



Each
Notice of Borrowing, Notice of Conversion/Continuation and L/C Application or L/C Amendment Application submitted by the Company hereunder shall constitute a representation and warranty by the
Company hereunder, as of the date of each such notice and as of each Borrowing Date, Conversion/ Continuation Date, or Issuance Date, as applicable, that the conditions in Section 5.2 are
satisfied.


   ARTICLE VI  

   REPRESENTATIONS AND WARRANTIES  

    The Company represents and warrants to the Agent and each Bank that:

    6.1  Existence and Power.  



    The
Company and each Partner Entity:



    (a) is
a limited partnership (or in the case of each MGP General Partner, a corporation) duly organized, validly existing and in good standing under the laws of the
jurisdiction of its formation;

    (b) has
the power and authority and all governmental licenses, authorizations, consents and approvals to own its assets, carry on its business and to execute, deliver,
and perform its obligations under the Loan Documents;

    (c) is
duly qualified as a foreign limited partnership and is licensed and in good standing under the laws of each jurisdiction where its ownership, lease or operation
of property or the conduct of its business requires such qualification or license; and

    (d) is
in compliance with all Requirements of Law; except, in each case referred to in clause (c) or clause (d), to the extent that the failure to do so
could not reasonably be expected to have a Material Adverse Effect.




    6.2  Authorization; No Contravention.  

    The
execution, delivery and performance by the Company of this Agreement and each other Loan Document to which the Company is a party, have been duly authorized by all necessary
partnership and corporate action, and do not and will not:



    (a) contravene
the terms of any Organization Documents of the Company or the Partner Entities;

    (b) conflict
with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the
Company or any of the Partner Entities are a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject; or

    (c) violate
any Requirement of Law.



    6.3  Governmental Authorization.  

    No
approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (except for recordings or filings in connection with the
Liens granted to the Agent under the Collateral Documents) is necessary or required in connection with the execution,

47

 




delivery
or performance by, or enforcement against, the Company or any Partner Entity of this Agreement or any other Loan Document.

    6.4  Binding Effect.  

    This
Agreement and each other Loan Document to which the Company is a party constitute the legal, valid and binding obligations of the Company (to the extent it is a party thereto),
enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles relating to enforceability.

    6.5  Litigation.  

    Except
as specifically disclosed in Schedule 6.5, there are no actions, suits, proceedings, claims or disputes pending, or to
the Company's Knowledge, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, against the Company or any of the Partner Entities, or any of their
respective Subsidiaries or any of their respective properties which:



    (a) purport
to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby; or

    (b) have
a reasonable probability of success on the merits and which, if determined adversely to such Person or its Subsidiaries, would reasonably be expected to have a
Material Adverse Effect. No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the
execution, delivery or performance
of this Agreement or any other Loan Document, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided.



    6.6  No Default.  

    No
Default or Event of Default exists or would result from the incurring of any Obligations by the Company or from the grant or perfection of the Liens of the Agent and the Banks on
the Collateral. As of the Closing Date, none of the Company, the Partner Entities, or any of their respective Subsidiaries is in default under or with respect to any Contractual Obligation in any
respect which, individually or together with all such defaults, could reasonably be expected to have a Material Adverse Effect, or that would, if such default had occurred after the Closing Date,
create an Event of Default under subsection 9.1(f).

    6.7  ERISA Compliance.  

    (a) Schedule 6.7 lists all Plans. All written descriptions thereof provided to the Agent are true and complete in
all material respects.

    (b) Except
as specifically disclosed in Schedule 6.7, each Plan is in compliance with the applicable provisions
of ERISA, the Code and other federal or state law, except for such non-compliance which would not reasonably be expected to have a Material Adverse Effect. Each Plan which is intended to
qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a determination letter will be submitted no later than the
expiration of the remedial amendment period for effecting amendments required by reason of Section 1140 of the Tax Reform Act of 1986, as amended, and to the Company's Knowledge, nothing has
occurred which would cause the loss of such qualification.

    (c) There
are no pending, or to the Company's Knowledge, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan which
has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or other violation of the fiduciary responsibility rule with respect to
any Plan which could reasonably result in a Material Adverse Effect.

48

 




    (d) Except
as specifically disclosed in Schedule 6.7, no ERISA Event has occurred or is reasonably expected to
occur with respect to any Pension Plan.

    (e) Except
as specifically disclosed in Schedule 6.7, no Pension Plan (other than multiemployer plans within the
meaning of Section 3(38) of ERISA) has any Unfunded Pension Liability.

    (f)  Except
as specifically disclosed in Schedule 6.7, neither the Company nor any ERISA Affiliate has incurred,
nor does it reasonably expect to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA).

    (g) Except
as specifically disclosed in Schedule 6.7, neither the Company nor any ERISA Affiliate has transferred
any Unfunded Pension Liability to any Person or otherwise engaged in a transaction that could be subject to Section 4069 of ERISA.

    6.8  Use of Proceeds; Margin Regulations.  

    The
proceeds of the Loans are to be used solely for the purposes set forth in and permitted by Section 7.11 and Section 8.8. None of the Company, the Partner Entities
nor any of their respective Subsidiaries is generally engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.

    6.9  Title to Properties.  

    The
Company and each of its Subsidiaries have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary
conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the
Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

    6.10  Taxes.  

    The
Company, each Partner Entity, and their respective Subsidiaries have filed all Federal and other material tax returns and reports required to be filed, and have paid all Federal
and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Company, the Partner
Entities or any of their Subsidiaries that would, if made, have a Material Adverse Effect.

    6.11  Financial Condition.  

    (a) The
audited consolidated financial statements of the Company and its Subsidiaries dated December 31, 1998, and the unaudited financial statements of the
Company and its Subsidiaries for the fiscal quarter ending June 30, 1999, and the related consolidated statements of income or operations, partners' capital and cash flows for the fiscal
periods ended on those dates:



     (i) were
prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein;

    (ii) fairly
present the financial condition of the Company and its Subsidiaries as of the dates thereof and results of operations for the periods covered thereby; and

    (iii) show
all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the dates thereof, including
liabilities for taxes, material commitments and Contingent Obligations.



    (b) Since
December 31, 1998, there has been no Material Adverse Effect.

49


 




    6.12  Environmental Matters.  

    (a) Except
as specifically disclosed in Schedule 6.12, the on-going operations of the Company and
each of its Subsidiaries comply in all respects with all Environmental Laws, except such non-compliance which would not (if enforced in accordance with applicable law) reasonably be
expected to result in liability in excess of $10,000,000 in the aggregate.

    (b) Except
as specifically disclosed in Schedule 6.12, the Company and each of its Subsidiaries have obtained all
material licenses, permits, authorizations and registrations required under any Environmental Law ("Environmental Permits") and necessary for their respective ordinary course operations, all such
Environmental Permits are in good standing, and the Company and each of its Subsidiaries are in compliance with all material terms and conditions of such Environmental Permits.


    (c) Except
as specifically disclosed in Schedule 6.12, none of the Company or its Subsidiaries, any Partner
Entity or any of its Subsidiaries, or any of their respective present property or operations, is subject to any outstanding written order from or agreement with any Governmental Authority, nor subject
to any judicial or docketed administrative proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Material.

    (d) To
the Company's Knowledge, except as specifically disclosed in Schedule 6.12, there are no Hazardous
Materials or other conditions or circumstances existing with respect to any property of the Company or any of its Subsidiaries, that would reasonably be expected to give rise to Environmental Claims
with a potential liability of the Company and its Subsidiaries in excess of $10,000,000 in the aggregate for any such condition, circumstance or property. In addition, (i) to the Company's
Knowledge, neither the Company nor any of its Subsidiaries has any underground storage tanks (x) that are not properly registered or permitted under applicable Environmental Laws, or
(y) that are leaking or disposing of Hazardous Materials, and (ii) to the extent required under any Requirement of Law, the Company and its Subsidiaries have notified all of their
employees of the existence, if any, of any health hazard arising from the conditions of their employment and have met all notification requirements under the Emergency Planning and Community
Right-to-Know Act, and all other Environmental Laws.

    (e) Except
as specifically disclosed in Schedule 6.12, there are no disputes, litigation, investigations, or
proceedings to which the Company, the Partner Entities or any of their respective Subsidiaries are a party relating to any Environmental Law or environmental condition that could reasonably be
expected to have a Material Adverse Effect, and, to the Company's Knowledge, there are no other disputes, litigation, investigations, or proceedings and no rulemaking or legislation pending relating
to any Environmental Law or environmental condition that could reasonably be expected to have a Material Adverse Effect.

    6.13  Regulated Entities.  

    None
of the Company, the Partner Entities, any Person controlling such Person, or any Subsidiary, is (a) an "Investment Company" within the meaning of the Investment Company
Act of 1940; or (b) subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other
Federal or state statute or regulation limiting its ability to incur Indebtedness.

    6.14  No Burdensome Restrictions.  


    Neither
the Company nor any of its Subsidiaries is a party to or bound by any Contractual Obligation, or subject to any restriction in any Organization Document, or any Requirement of
Law, which could reasonably be expected to have a Material Adverse Effect.

50


 




    6.15  Copyrights, Patents, Trademarks and Licenses, Etc.  

    The
Company or its Subsidiaries own or are licensed or otherwise have the right to use all of the patents, trademarks, service marks, trade names, copyrights, contractual franchises,
authorizations and
other rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the Company's Knowledge, no slogan or other
advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any of its Subsidiaries infringes upon any rights
held by any other Person. Except as specifically disclosed in Schedule 6.5, no claim or litigation regarding any of the foregoing is pending or
threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the Company's Knowledge, proposed, which, in either case,
could reasonably be expected to have a Material Adverse Effect.

    6.16  Subsidiaries.  

    As
of the Closing Date, the Company has no Subsidiaries other than those specifically disclosed in part (a) of Schedule 6.16 hereto and has no equity investments in any other corporation or entity
other than those specifically disclosed in part (b)
of Schedule 6.16.

    6.17  Insurance.  

    The
properties of the Company and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Company, in such amounts, with such
deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Company or such Subsidiary operates.

    6.18  Labor Relations.  

    There
are no material strikes, lockouts or other labor disputes against the Company or any of its Subsidiaries or, to the Company's Knowledge, threatened against or affecting the
Company or any of its Subsidiaries, and no significant unfair labor practice complaint is pending against the Company or any of its Subsidiaries or, to the Company's Knowledge, threatened against any
of them before any Government Authority.

    6.19  Partnership Interests.  

    As
of the Closing Date, the only general partner of the Company is the Managing General Partner. As of the Closing Date, the only general partners of the Managing General Partner are
Fremont and HS Corp.

    6.20  Full Disclosure.  

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

    6.21  Solvency.  

    The
Company and each of the Partner Entities is Solvent.

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    6.22  Swap Obligations.  

    Neither
the Company nor any of its Subsidiaries has incurred any outstanding obligations under any Swap Contracts, other than Permitted Swap Obligations. The Company has undertaken
its own independent assessment of its consolidated assets, liabilities and commitments and has considered appropriate means of mitigating and managing risks associated with such matters and has not
relied on any swap counterparty or any Affiliate of any swap counterparty in determining whether to enter into any Swap Contract.

    6.23  Collateral Documents.  

    (a) The
provisions of each of the Collateral Documents are effective to create in favor of the Agent for the benefit of the Banks, a legal, valid and enforceable first
priority security interest in all right, title and interest of the Company in the collateral described therein; and financing statements executed by the Company to be filed in the offices in all of
the jurisdictions listed in the schedule to the Security Agreement have been delivered to the Agent.

    (b) All
representations and warranties of the Company contained in the Collateral Documents are true and correct.

    6.24  Y2K.  

    The
Company and its Subsidiaries have developed and budgeted for a comprehensive program to address the "Year 2000 Problem" (that is, the inability of computers, as well as embedded
microchips in non-computing devices, to perform properly date-sensitive functions with respect to certain dates prior to and after December 31, 1999). The Company and
its Subsidiaries have implemented that program substantially in accordance with their timetable and budget and they will substantially avoid the Year 2000 problem as to all computers, as well as
embedded microchips in non-computing devices, that are material to the Company's and its Subsidiaries' business, properties or operations. The Company and its Subsidiaries have developed
feasible contingency plans to adequately ensure uninterrupted and unimpaired business operation in the event of failure of their own or a third party's systems or equipment due to the Year 2000
problem, including those of vendors, customers, and suppliers, as well as a general failure of or interruption in its communications and delivery infrastructure, but not including failure of
third-party systems or equipment that affect the economy generally and as to which contingency planning is not reasonably feasible.


   ARTICLE VII  

   AFFIRMATIVE COVENANTS  

    So long as any Bank shall have any Commitment hereunder, or the Swingline Bank shall have any Swingline Commitment hereunder, or any Loan or other Obligation
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, unless the Required Banks waive compliance in writing:

    7.1  Financial Statements.  

    The
Company shall deliver to the Agent, in form and detail satisfactory to the Agent and the Required Banks, with sufficient copies for each Bank:



    (a) as
soon as available, but not later than 90 days after the end of each fiscal year, a copy of the audited consolidated balance sheet of the Company and its
Subsidiaries as at the end of such year and the related consolidated statements of income or operations, partners' equity and cash flows for such year, setting forth in each case in comparative form
the figures for the previous fiscal year, identifying any material change in accounting policies or financial reporting practices by the Company or any of its consolidated Subsidiaries, and
accompanied by the opinion of Price


52


 





Waterhouse
LLP or another nationally-recognized independent public accounting firm ("Independent Auditor") which report shall state that such
consolidated financial statements present fairly the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years. Such opinion shall not be
qualified or limited because of a restricted or limited examination by the Independent Auditor of any material portion of the Company's or any Subsidiary's records and shall be delivered to the Agent
pursuant to a reliance agreement between the Agent and Banks and such Independent Auditor in form and substance satisfactory to the Required Banks;

    (b) as
soon as available, but not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited
consolidated balance sheet of the Company and its Subsidiaries as of the end of such quarter and the related consolidated statements of income, partners' equity and cash flows for the period
commencing on the first day and ending on the last day of such quarter, identifying any material change in accounting policies or financial reporting practices by the Company or any of its
consolidated Subsidiaries, and certified by a Responsible Officer as fairly presenting, in accordance with GAAP (subject to ordinary, good faith year-end audit adjustments), the financial
position and the results of operations of the Company and its Subsidiaries;

    (c) as
soon as available, but not later than 90 days after the end of each fiscal year, a copy of an unaudited consolidating balance sheet of the Company and its
Subsidiaries as at the end of such year and the related consolidating statement of income for such year, certified by a Responsible Officer as having been developed and used in connection with the
preparation of the financial statements referred to in subsection 7.1(a);

    (d) as
soon as available, but not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited
consolidating balance sheets of the Company and its Subsidiaries, and the related consolidating statements of income for such quarter, all certified by a Responsible Officer as having been developed
and used in connection with the preparation of the financial statements referred to in subsection 7.1(b);

    (e) as
soon as available, but not later than 90 days after the end of each fiscal year, a copy of the audited consolidated balance sheet of the Master
Partnership and its Subsidiaries as at the end of such year and the related consolidated statements of income or operations, partners' equity and cash flows for such year, setting forth in each case
in comparative form the figures for the previous fiscal year, and accompanied by the opinion of the Independent Auditor which report shall state that such consolidated financial statements present
fairly the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years. Such opinion shall not be qualified or limited because of a restricted
or limited examination by the Independent Auditor of any material portion of the Master Partnership's or any Subsidiary's records and shall be delivered to the Agent pursuant to a reliance agreement
between the Agent and Banks and such Independent Auditor in form and substance satisfactory to the Required Banks;

    (f)  as
soon as available, but not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited
consolidated balance sheet of the Master Partnership and its Subsidiaries as of the end of such quarter and the related consolidated statements of income, partners' equity and cash flows for the
period commencing on the first day and ending on the last day of such quarter, and certified by a Responsible Officer as fairly presenting, in accordance with GAAP (subject to ordinary, good faith
year-end audit adjustments), the financial position and the results of operations of the Master Partnership and its Subsidiaries;

    (g) as
soon as available, but not later than January 31 of each year, a business plan which shall include (i) pro-forma financial projections
of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income or operations, partners'


53


 





equity
and cash flows, for the five-year period beginning January 1 of the year of delivery of such business plan, and (ii) timber inventories, timber harvests, lumber and
other wood product shipments, projected average prices for logs and lumber by species and type, a timber log flow report and an outside timber harvest/log procurement contract summary; which
projections shall be accompanied by appropriate assumptions and sufficient supporting details on which such projections are based, certified by a Responsible Officer as fairly presenting management's
good faith projection of probable results for such period; and

    (h) as
soon as available, but in any event within 90 days after the end of each calendar year, the report entitled "Fair Market Value of Timber Cut, determined
for Section 631(a) of the Internal Revenue Code, Capital Gains Treatment" prepared with respect to the prior calendar year by Xxxxx, Xxxxx and Xxxxxx, or another nationally recognized timber
appraiser reasonably acceptable to the Required Banks.



    7.2  Certificates; Other Information.  

    The
Company shall furnish to the Agent, with sufficient copies for each Bank:



    (a) concurrently
with the delivery of the financial statements referred to in subsection 7.1(a), a certificate of the Independent Auditor stating that in making the
examination necessary therefor no knowledge was obtained of any Default or Event of Default under Sections 8.13 and 8.15 except as specified in such certificate;


    (b) concurrently
with the delivery of the financial statements referred to in subsections 7.1(a) and (b), a Compliance Certificate executed by a Responsible Officer;

    (c) promptly,
copies of all financial statements and reports that the Company or the Master Partnership sends to its limited partners, and, if applicable, promptly,
within 15 days of any such filing, copies of all financial statements and regular, periodical or special reports (including Forms 10K, 10Q and 8K) and registration statements that the Company
or any Subsidiary or the Master Partnership may make to, or file with, the SEC; and


    (d) promptly,
such additional information regarding the business, financial or corporate affairs of the Company or any of its Subsidiaries or the Master Partnership as
the Agent, at the request of any Bank, may from time to time reasonably request.



    7.3  Notices.  

    The
Company shall promptly notify the Agent and each Bank:



    (a) of
the occurrence of any Default or Event of Default, and of the occurrence or existence of any event or circumstance that foreseeably will become a Default or
Event of Default;

    (b) of
any matter that has resulted or if adversely determined would reasonably be expected to result in a Material Adverse Effect, including (i) breach or
non-performance of, or any default under, a Contractual Obligation of any of the Company, the Partner Entities or any of their Subsidiaries; (ii) any dispute, litigation,
investigation, proceeding or suspension which may exist at any time between the Company, the Partner Entities or any of their Subsidiaries and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation or proceeding affecting the Company, the Partner Entities or any of their Subsidiaries, including pursuant to any applicable
Environmental Laws;

    (c) of
any of the following events affecting the Company or any ERISA Affiliate, together with a copy of any notice with respect to such event that may be required to
be filed with a


54

 





Governmental
Authority and any notice delivered by a Governmental Authority to the Company or any ERISA Affiliate with respect to such event:



     (i) an
ERISA Event;

    (ii) if
any of the representations and warranties in Section 6.7 ceases to be true and correct;

    (iii) the
adoption by the Company or any of its Subsidiaries or, upon the Company's Knowledge thereof, by any other ERISA Affiliate of any new Pension Plan or other
Plan subject to Section 412 of the Code;

    (iv) the
adoption of any amendment to a Pension Plan or other Plan subject to Section 412 of the Code by the Company or any of its Subsidiaries or, upon the
Company's Knowledge thereof, by any other ERISA Affiliate, if such amendment results in a material increase in either contributions by the Company or any of its Subsidiaries or Unfunded Pension
Liability; or

    (v) the
commencement of contributions by the Company or any of its Subsidiaries or, upon the Company's Knowledge thereof, by any other ERISA Affiliate to any Pension
Plan or other Plan subject to Section 412 of the Code;



    (d) any
Material Adverse Effect subsequent to the date of the most recent audited financial statements of the Company delivered to the Banks pursuant to subsection
7.1(a);

    (e) of
any material labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other labor disruption against or
involving the Company, the Partner Entities or any of their Subsidiaries; or

    (f)  of
any assertion or determination by any Governmental Authority that the Company shall no longer be classified as a partnership not taxable as a corporation under
the Code.



    Each
notice under this Section shall be accompanied by a written statement by a Responsible Officer setting forth details of the occurrence referred to therein, and stating what
action the Company or any affected Subsidiary proposes to take with respect thereto and at what time. Each notice under subsection 7.3(a) shall describe with particularity any and all clauses or
provisions of this Agreement or other Loan Document that have been (or foreseeably will be) breached or violated.

    7.4  Preservation of Partnership Existence, Etc.  

    The
Company shall, except as permitted by Section 8.3, and shall cause each of its Subsidiaries and each of the Partner Entities to:



    (a) preserve
and maintain in full force and effect its partnership or corporate existence and good standing under the laws of its state or jurisdiction of formation or
incorporation;

    (b) preserve
and maintain in full force and effect all governmental rights, privileges, qualifications, permits, licenses and franchises necessary or desirable in the
normal conduct of its business except in connection with transactions permitted by Section 8.3 and sales of assets permitted by Section 8.2;

    (c) use
reasonable efforts, in the ordinary course of business, to preserve its business organization and goodwill; and


    (d) preserve
or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected
to have a Material Adverse Effect;


55


 






provided that the Company shall not be obligated to preserve its status as a partnership not taxable as a corporation if (i) the Company's
failure to preserve such status shall be the result of an amendment to the tax laws enacted by the Congress of the United States and (ii) after giving effect to the loss of such status, the
ratio of Pro Forma Consolidated Cash Flow to Pro Forma Maximum Debt Service, determined as of the end of the fiscal quarter immediately preceding the loss of such status, would be greater than 1.1 to
1.0, assuming for the purposes of the computation of Pro Forma Consolidated Cash Flow, that Pro Forma Consolidated Cash Flow would be reduced by taxes at the applicable tax rate of the Company for
such period had the Company been taxable as a corporation.

    7.5  Maintenance of Property.  

    The
Company shall maintain, and shall cause each Subsidiary to maintain, and preserve all its property which is used or useful in its business in good working order and condition,
ordinary wear and tear excepted and make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material
Adverse Effect or except as permitted by Section 8.2.

    7.6  Insurance.  

    The
Company shall maintain, and shall cause each Subsidiary to maintain, with financially sound and reputable independent insurers, insurance with respect to its properties and
business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons; including public liability and property and casualty insurance.

    7.7  Payment of Obligations.  

    The
Company shall, and shall cause each Subsidiary to, pay and discharge as the same shall become due and payable, all their respective obligations and liabilities, including:



    (a) all
tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by
appropriate proceedings and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary;


    (b) all
lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings and
adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and

    (c) all
trade payables owing to Persons that are not Affiliates of the Company in the ordinary course of business, unless the same are contested in good faith by
appropriate proceedings and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary.



    7.8  Compliance with Laws.  

    The
Company shall comply, and shall cause each of its Subsidiaries to comply, in all material respects with all Requirements of Law of any Governmental Authority having jurisdiction
over it or its business (including the Federal Fair Labor Standards Act), except such as may be contested in good faith or as to which a bona fide dispute may exist.

    7.9  Inspection of Property and Books and Records.  

    The
Company shall maintain and shall cause each of its Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company and such Subsidiary. The Company shall permit, and shall cause each
Subsidiary to permit,

56


 




representatives
and independent contractors of the Agent or any Bank to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at the
expense of the Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Company; provided, however, when an Event
of Default exists the Agent or any Bank may do any of the foregoing at the expense of the Company at any time during
normal business hours and without advance notice.

    7.10  Environmental Laws.  

    (a) The
Company shall, and shall cause each Subsidiary to, conduct its operations and keep and maintain its property in material compliance with all Environmental Laws,
the non-compliance with which would reasonably be expected to have a Material Adverse Effect.

    (b) Upon
the written request of the Agent or any Bank, the Company shall submit and cause each of its Subsidiaries to submit, to the Agent with sufficient copies for
each Bank, at the Company's sole cost and expense, at reasonable intervals, a report providing an update of the status of any environmental, health or safety compliance, hazard or liability issue
identified in any notice or report required pursuant to subsection 7.3(b), that could, individually or in the aggregate, reasonably be expected to result in liability in excess of $10,000,000.

    7.11  Use of Proceeds.  

    The
Company shall use the proceeds of the Loans (i) to repay on the Closing Date "Loans" under and as defined in the 1996 Facility B Credit Agreement and (ii) for
working capital (including standby letters of credit) and other general partnership purposes, in all cases not in contravention of any Requirement of Law or of any Loan Document.

    7.12  Further Assurances.  

    (a) The
Company shall ensure that all written information, exhibits and reports furnished to the Agent or the Banks do not and will not contain any untrue statement of
a material fact and do not and will not omit to state any material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances in which made, and
will promptly disclose to the Agent and the Banks and correct any defect or error that may be discovered therein or in any Loan Document or in the execution, acknowledgment or recordation thereof.

    (b) Promptly
upon request by the Agent or the Required Banks, the Company shall do, execute, acknowledge, deliver, record, re-record, file,
re-file, register and re-register, any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements
and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments the Agent or such Banks, as the case may be, may reasonably require
from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other Loan Document, (ii) to subject to the Liens created by any of the Collateral
Documents any of the properties, rights or interests covered by any of the Collateral Documents, (iii) to perfect and maintain the validity, effectiveness and priority of any of the Collateral
Documents and the Liens intended to be created thereby, and (iv) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Agent and Banks the rights granted or
now or hereafter intended to be granted to the Banks under any Loan Document or under any other document executed in connection therewith.

57


 
 
   ARTICLE VIII  

   NEGATIVE COVENANTS  

    So long as any Bank shall have any Commitment hereunder, or the Swingline Bank shall have any Swingline Commitment hereunder, or any Loan or other Obligation
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, unless the Required Banks waive compliance in writing:

    8.1  Limitation on Liens.  

    The
Company shall not, and shall not suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect
to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):



    (a) any
Lien existing on property of such Person on the Closing Date and set forth inSchedule 8.1 securing
Indebtedness outstanding on such date;

    (b) any
Lien created under any Loan Document;

    (c) Liens
for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that
non-payment thereof is permitted by Section 7.7, provided that no notice of lien has been filed or recorded under the Code;

    (d) carriers',
warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business which are not
delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the
property subject thereto;

    (e) Liens
(other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation,
unemployment insurance and other social security legislation;

    (f)  Liens
on the property of such Person securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money),
leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in
the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect;

    (g) Liens
consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at
any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000;

    (h) easements,
rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which do not impose
material financial obligations on the Company or any of its Subsidiaries, and which do not in any case materially detract from the value of a material asset subject thereto or interfere with the
ordinary conduct of the businesses of such Person;

    (i)  purchase
money security interests on any property acquired or held by such Person in the ordinary course of business, securing Indebtedness incurred or assumed for
the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property
concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, (iii) the principal amount of
the debt secured thereby does not exceed 85% (or 100% in the case of capital leases) of the cost of such property, and (iv) the aggregate outstanding principal amount of the Indebtedness
secured by any and all such purchase money security interests shall not at any time exceed $25,000,000;


58


 





    (j)  Liens
securing obligations in respect of capital leases on assets subject to such leases, provided that such
capital leases are otherwise permitted hereunder;

    (k) Liens
arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as
to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated
cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not
intended by the Company or any of its Subsidiaries to provide collateral to the depository institution;

    (l)  Liens
securing Contingent Obligations permitted under subsection 8.9(d); and

    (m) other
Liens that secure claims or Indebtedness of less than $1,000,000 in the aggregate and that exist no more than 10 days before being released or
terminated.



    8.2  Asset Dispositions.  

    The
Company will not, and will not permit any of its Subsidiaries to, sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect
to, all or any part of its assets (including accounts receivable and capital stock of Subsidiaries) to any Person, other than:



    (a) sales
of timber, logs, lumber and other inventory in the ordinary course of business for fair market value;

    (b) sales
for fair market value of equipment, which is surplus, worn-out or obsolete or no longer useful in the ordinary course of business;

    (c) sales
of assets other than standing timber for fair market value, the gross sale proceeds of which, together with the gross sale proceeds of all other assets sold,
transferred, leased, contributed, or conveyed pursuant to this clause by the Company or any of its Subsidiaries does not exceed in the aggregate an amount (the "Annual Sales Amount") equal to
(i) in calendar year 1999, $10,640,000 and (ii) in each calendar year thereafter, the sum of (A) the Annual Sales Amount for the preceding calendar year plus (B) an increase equal to
the percentage increase, if any, in the CPI for such preceding calendar year, multiplied by such Annual Sales
Amount; provided that the cumulative amount of such sales during the term of this Agreement shall not exceed an amount (the "Cumulative Sales Amount")
equal to (y) $54,796,000 plus (z) an increase equal to the percentage increase, if any, in the CPI from January 1, 1999 to the date
of determination, multiplied by such Cumulative Sales Amount;

    (d) sales
of Designated Acres for the fair market value thereof;

    (e) exchanges
of timberland for other timberland in the ordinary course of business with Persons who are not Affiliates of the Company, if:



     (i) the
aggregate fair market value of all timberland so exchanged by the Company and any of its Subsidiaries, collectively, does not exceed on a cumulative basis
$400,000,000 during the term of this Agreement;

    (ii) the
timberland to be received in exchange is of at least an equivalent fair market value to the timberland to be exchanged or, if such timberland is not of at
least an equivalent fair market value, the amount of any shortfall shall constitute a permitted disposition under subsection 8.2(c) or (f);

    (iii) the
timberland to be received in exchange is located in the United States, Canada, Mexico or New Zealand, provided that the aggregate fair market value of such timberlands received in such exchanges and
located in Mexico does not exceed in the
aggregate, together



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with
the Net Proceeds invested in productive assets in Mexico pursuant to subsection 8.2(f)(ii) and the net proceeds of harvesting used to purchase timber or timberlands in Mexico pursuant to
Section 8.4, $50,000,000 during the term of this Agreement; and

    (iv) at
the time of such exchange, no Default or Event of Default exists or shall result from such exchange;




provided, however, that any exchange permitted by this subsection 8.2(e) may be in the form of a tax deferred exchange so long as such tax
deferred exchange is completed within 180 days; and



    (f)  dispositions
for fair market value thereof of assets not otherwise permitted hereunder to Persons who are not Affiliates of the Company if:



     (i) at
the time of such disposition no Default or Event of Default exists or shall result from such disposition;


    (ii) the
Net Proceeds of such disposition (A) are applied within 180 days of such disposition to the purchase of productive assets in a Permitted Business
(including purchases not consummated during such 180 days if a binding agreement for such purchase is entered into during such period and such purchase is completed within 90 days after
the expiry of such 180 day period) located in the United States, Canada, Mexico and New Zealand,provided that the aggregate Net Proceeds applied
to such purchases of such assets located in Mexico do not exceed, together with the fair market value of assets in Mexico obtained in an exchange pursuant to subsection 8.2(e) and the net proceeds of
harvesting used to purchase timber or timberlands in Mexico pursuant to Section 8.4, $50,000,000 during the term of this Agreement, (B) do not exceed cash expenditures by the Company for
the purchase of productive assets in a Permitted Business during the preceding 90 days (excluding any purchase to the extent financed by a Facility A Loan) or (C) are applied within
180 days of such disposition to the repayment of such Senior Debt as the Company may elect to so prepayprovided that (x) at any time the
Company shall elect to repay Senior Debt other than the Loans and the Facility A Loans, the Company shall also repay Loans and Facility A Loans by at least a pro rata amount (based on the then
outstanding principal of amount of all Senior Debt), (y) a Responsible Officer shall have notified the Agent promptly after its determination to so apply the Net Proceeds and shall have
certified the receipt of fair market value for such assets and the proper application of such Net Proceeds in accordance with this subsection 8.2(f), and (z) if, during the aforementioned
periods, the Net Proceeds of all such dispositions which have not been applied to the purchase of productive assets in a Permitted Business or distributed to the holders of Senior Debt for application
to the repayment of such Senior Debt
exceeds $25,000,000 in the aggregate at any time, all such net proceeds in excess of $25,000,000 shall be placed immediately upon receipt thereof in an escrow account, pursuant to an Escrow Agreement,
for the purpose of application in accordance with clauses (A) and (C) above. The Company shall apply any Net Proceeds withdrawn from escrow pursuant to an Escrow Agreement to the
applications required by clauses (A) or (C) above within three Business Days after such withdrawal; and



    (g) dispositions
of assets permitted under subsection 8.3(b).



    8.3  Consolidations and Mergers.  

    The
Company shall not, and shall not suffer or permit any Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of

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transactions)
all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except:



    (a) any
Subsidiary of the Company may merge with the Company, provided that the Company (i) shall be the continuing or surviving partnership and
(ii) shall have a consolidated net worth immediately following such merger equal to or greater than the consolidated net worth of the Company immediately preceding such merger;

    (b) any
Subsidiary of the Company may sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company; or

    (c) any
Subsidiary of the Company may merge with any other Subsidiary of the Company, provided that the surviving Subsidiary shall have a consolidated net worth
immediately following such merger equal to or greater than the consolidated net worth of the surviving Subsidiary immediately preceding such merger;



provided, however, in each case (i) no Default or Event of Default exists or shall result from such merger or sale and (ii) immediately
after such merger or sale, the ratio of (A) Pro Forma Consolidated Cash Flow to Pro Forma Interest Expense is greater than 2.50 to 1.00, and (B) Pro Forma Consolidated Cash Flow to Pro
Forma Maximum Debt Service is greater than 1.25 to 1.00.

    8.4  Harvesting Restrictions.  

    The
Company shall not, and shall not suffer or permit any of its Subsidiaries to, in any calendar year, commencing with 1998, harvest timber or sell standing timber on its or any
Subsidiary's timberlands in excess of:



    (a) in
any one such calendar year, 150% of the Planned Volume for that calendar year;

    (b) in
any two such consecutive calendar years, 140% of the Planned Volume for such calendar years;

    (c) in
any three such consecutive calendar years, 130% of the Planned Volume for such calendar years; and

    (d) in
any four such consecutive calendar years, 120% of the Planned Volume for such calendar years;



    unless
the net proceeds from such excess harvest (which shall be determined based upon the average prices received on the sale of all timber harvested during such period and a
reasonable allocation of
direct cash expenses incurred in connection with the harvesting and sale of timber during such period), are, within ten Business Days after the end of such period, placed in an escrow account,
pursuant to an Escrow Agreement, to be applied within 180 days after the end of such period (y) to the repayment of such Senior Debt as the Company may elect to so prepay provided that at any
time the Company shall elect to repay Senior Debt other than the Loans and the Facility A Loans, the Company shall also
repay Loans and Facility A Loans by at least a pro rata amount (based on the outstanding principal of all Senior Debt), or (z) to purchase or commit to purchase timber or timberlands located in
the United States, Canada, Mexico or New Zealand (including purchases not consummated during such 180 days if a binding agreement for such purchase is entered into during such period and such
purchase is completed within 90 days after the expiry of such 180 day period) for not more than fair market value (in the good faith judgment of the Responsible Officer as certified in
writing to the Agent and the Banks), provided that the aggregate of such net proceeds used to purchase timber or timberlands located in Mexico shall not
exceed, together with the fair market value of assets in Mexico obtained in an exchange pursuant to subsection 8.2(e) and the Net Proceeds invested in productive assets in Mexico pursuant to
subsection 8.2(f)(ii), $50,000,000 during the term of this Agreement, and provided, further that the Company shall have notified the Agent promptly
after its

61

 





determination
to so apply the net proceeds. The Company shall apply any such net proceeds withdrawn from the escrow account pursuant to an Escrow Agreement to the applications required by
clauses (y) or (z) above within three Business Days after such withdrawal.

    "Planned Volume" shall mean for each calendar year 325,000,000 board feet of timber, and shall be increased for any Annual Timber
Increase, from the Effective Date for such Annual Timber Increase, by increasing such per annum amount by an amount equal to the Estimated Percentage of such Annual Timber Increase. In addition, such
amount for any year after 1999 with respect to which there is an Annual Timber Decrease shall be decreased (calculated after giving effect to any Annual Timber Increases) effective upon the Effective
Date for such Annual Timber Decrease by the same percentage that such Annual Timber Decrease represents as a percentage of the inventory of standing timber owned by the Company and its Subsidiaries at
the end of the prior calendar year; provided, however, that such decrease shall not be made for any calendar year if the percentage decrease for that
year would be less than 5% and if the Asset Coverage Ratio at the end of the prior calendar year is at least 2.0:1.0. For purposes of the foregoing:



    "Annual Timber Increase" shall mean, for any calendar year, the amount, in board feet, by which the number of board feet of timber
acquired by the Company and its Subsidiaries during such calendar year (excluding timber acquired with the net proceeds of an excess harvest pursuant to Section 8.4) shall exceed the number of
board feet of timber sold by the Company and its Subsidiaries during such calendar year.

    "Annual Timber Decrease" shall mean, for any calendar year, the amount, in board feet, by which the number of board feet of timber sold
by the Company and its Subsidiaries during such calendar year shall exceed the number of board feet of timber acquired by the Company and its Subsidiaries during such calendar year.

    "Effective Date" for any Annual Timber Increase or Annual Timber Decrease shall be July 1 of the calendar year for which such
Annual Timber Increase or Decrease occurs.

    "Estimated Percentage" for any Annual Timber Increase and for any calendar year shall mean the good faith estimate of a Responsible
Officer, contained in the Compliance Certificate delivered with respect to each annual financial statement, of the number of additional board feet of timber that will be
harvested by the Company and its Subsidiaries in that year by virtue of the acquisition of newly acquired standing timber that is the basis of such Annual Timber Increase, expressed as a percentage of
such Annual Timber Increase, but in no event can the Estimated Percentage for any Annual Timber Increase for any year be greater than 15%.

    "Asset Coverage Ratio" shall mean, for any calendar year, the ratio of (a) the sum of (1) the wholesale value of the
inventory of standing timber owned by the Company and its Subsidiaries at the end of such calendar year plus (2) the book value of the non-timberland assets of the Company and its
Subsidiaries, less the Company's and its Subsidiaries' current liabilities, in each case as reflected in the annual financial statements for such calendar year to (b) Indebtedness, other than
Loans hereunder, of the Company and its Subsidiaries at the end of such calendar year. For purposes of this definition, the wholesale value of the inventory of standing timber owned by the Company and
its Subsidiaries at the end of any calendar year shall be equal to 60% of its retail value, which shall be based upon the volume of each species of standing timber so owned by the Company and its
Subsidiaries and the retail prices for each such species as of the end of such calendar year. The calculations referred to herein shall be based upon the good faith estimates of a Responsible Officer
contained in the Compliance Certificate delivered with respect to each annual financial statement and shall be consistent with the report delivered pursuant to subsection 7.1(h) with respect to
that calendar year. The Company shall provide reasonable detail supporting the computation of its and its Subsidiaries' inventory of standing timber.


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    8.5  Loans and Investments.  

    The
Company shall not purchase or acquire, or suffer or permit any of its Subsidiaries to purchase or acquire, or make any commitment therefor, any capital stock, equity interest, or
any obligations or other securities of, or any interest in, any Person, or make or commit to make any Acquisitions, or make or commit to make any advance, loan, extension of credit or capital
contribution to or any other investment in, any Person including any Affiliate of the Company, except for:



    (a) investments
of the type specified in, and in accordance with the requirements and limitations of, the Investment Policy;

    (b) the
loans existing on the Closing Date and set forth on Schedule 8.5;

    (c) extensions
of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business
or from sale of assets sold in compliance with Section 8.2;

    (d) extensions
of credit by the Company to any of its Subsidiaries or by any of its Subsidiaries to another of its Subsidiaries;

    (e) advances
or deposits in the ordinary course of business to owners of timber or timberlands to acquire the right to harvest timber;

    (f)  Acquisitions
as long as (x) after giving effect to such Acquisition, the Company remains engaged solely in a Permitted Business on a consolidated basis, and
(y) in the case of an Acquisition of stock or other equity interests, the Person acquired is domiciled in, and substantially all of its assets are located in, the United States, Canada, Mexico
or New Zealand, or, in the case of an Acquisition of assets, substantially all of such assets are located in the United States, Canada, Mexico or New Zealand;

    (g) investments
or Acquisitions not otherwise permitted hereunder in a Person as long as (w) after giving effect to such investment or Acquisition, the Company
remains engaged solely in a Permitted Business on a consolidated basis, (x) such Person is domiciled in, and substantially all of its assets are located in, the United States, Canada, Mexico or
New Zealand, (y) such investments do not exceed in the aggregate an amount (the "Annual Investment Amount") equal to (i) in calendar year
1999, $10,640,000 and (ii) in each calendar year thereafter, the sum of (A) the Annual Investment Amount for the preceding calendar year plus (B) an increase equal to the percentage
increase, if any, in the CPI for such preceding calendar year, multiplied by such Annual Investment
Amount, and (z) the cumulative amount of such investments during the term of this Agreement shall not exceed an amount (the "Cumulative Investment
Amount") equal to (i) $54,796,500 plus (ii) an increase equal to the percentage
increase, if any, in the CPI from January 1, 1999 to the date of determination, multiplied by such Cumulative Investment Amount; and

    (h) Investments
constituting Permitted Swap Obligations or payments or advances under Swap Contracts relating to Permitted Swap Obligations.



    8.6  Limitation on Indebtedness.  

    The
Company shall not, and shall not suffer or permit any of its Subsidiaries to, create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable
with respect to, any Indebtedness, except:



    (a) Indebtedness
incurred pursuant to the Senior Notes and any refunding or refinancing thereof so long as (i) the first principal repayment date under such
refunding or refinancing shall not be earlier than the first principal repayment date under the Senior Notes as originally issued,


63


 





and
(ii) the average life of the Indebtedness incurred under such refunding or refinancing shall not be shorter than the average life of the Senior Notes as originally issued;

    (b) Indebtedness
consisting of Contingent Obligations permitted pursuant to Section 8.9;

    (c) Indebtedness
existing on the Closing Date and set forth in Schedule 8.6;

    (d) Indebtedness
secured by Liens permitted by subsection 8.1(i);

    (e) Indebtedness
of any Subsidiary owing to the Company;

    (f)  Indebtedness
incurred by the Company pursuant to this Agreement;

    (g) other
unsecured Indebtedness incurred in the ordinary course of business,provided, that the aggregate outstanding
principal amount of such Indebtedness shall not at any time exceed $10,000,000 and provided further that such Indebtedness is expressly subordinate to the Obligations hereunder by subordination
provisions acceptable to the Agent and the Required Banks;

    (h) Facility
A Loans; and

    (i)  other
unsecured Senior Debt, provided that, upon and immediately after giving effect to the incurrence of such Senior Debt and the concurrent repayment of other
Senior Debt, the ratio of (i) Pro Forma Consolidated Cash Flow to Pro Forma Interest Expense shall be greater than 2.50 to 1.00, and (ii) Pro Forma Consolidated Cash Flow to Pro Forma
Maximum Debt Service shall be greater than 1.25 to 1.00.



    8.7  Transactions with Affiliates.  

    The
Company shall not, and shall not suffer or permit any of its Subsidiaries to, enter into any transaction with any Affiliate of the Company, except upon fair and reasonable terms
no less favorable to the Company or such Subsidiary than would obtain in a comparable arm's-length transaction with a Person not an Affiliate of the Company or such Subsidiary. The Company shall be
entitled to reimburse the Managing General Partner for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Company (including without limitation salary, bonus,
incentive compensation, and other amounts paid to any Person to perform services for the Company or for the Managing General Partner in the discharge of its duties to the Company), and (ii) all
other necessary or appropriate expenses reasonably allocable to the Company or otherwise reasonably incurred by the Managing General Partner in connection with operating the Company's business
(including expenses allocated to the Managing General Partner by its Affiliates and, for so long as Fremont Group, Inc., owns an interest in the Managing General Partner, an annual fee of
$100,000, payable semi-annually in arrears, in consideration of management services).

    8.8  Use of Proceeds.  



    (a) The
Company shall not, and shall not suffer or permit any of its Subsidiaries to, use any portion of the proceeds of the Loans or any Letter of Credit, directly or
indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise refinance indebtedness of the Company or others incurred to purchase or carry Margin Stock, (iii) to
extend credit for the purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any security in any transaction that is subject to Section 13 or 14 of the Exchange Act.


    (b) The
Company shall not and shall not suffer or permit any of its Subsidiaries to use any portion of the proceeds of the Loans or any Letter of Credit, directly or
indirectly, (i) knowingly to purchase Ineligible Securities from a Section 20 Subsidiary during any period in which such Section 20 Subsidiary makes a market in such Ineligible
Securities, (ii) knowingly to purchase during the underwriting or placement period Ineligible Securities being underwritten or privately


64


 





placed
by a Section 20 Subsidiary, or (iii) to make payments of principal or interest on Ineligible Securities underwritten or privately placed by a Section 20 Subsidiary and
issued by or for the benefit of the Company or any Affiliate of the Company. As used in this Section, "Section 20 Subsidiary" means the Subsidiary of the bank holding company controlling any
Bank, which Subsidiary has been granted authority by the Federal Reserve Board to underwrite and deal in certain Ineligible Securities; and "Ineligible Securities" means securities which may not be
underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (as 12 U.S.C. § 24, Seventh), as amended.



    8.9  Contingent Obligations.  

    The
Company shall not, and shall not suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except:



    (a) endorsements
for collection or deposit in the ordinary course of business;

    (b) Permitted
Swap Obligations;

    (c) Contingent
Obligations of the Company and its Subsidiaries existing as of the Closing Date and listed in Schedule 8.9; and

    (d) Contingent
Obligations of the Company under timber harvest and log procurement contracts to acquire timber from private and government owners in the ordinary course
of business and reimbursement obligations with respect to bonds issued to secure the Company's performance thereunder.



    8.10  Joint Ventures.  

    The
Company shall not, and shall not suffer or permit any of its Subsidiaries to enter into any Joint Venture, other than Joint Ventures in Permitted Businesses and so long as any
such Joint Ventures are not entered into for the purpose of evading any covenant or restriction in any Loan Document.

    8.11  Restricted Payments.  

    The
Company shall not, and shall not suffer or permit any Subsidiary to, declare or make any limited partner or general partner distribution or dividend payment or other distribution
of assets, properties, cash, rights, obligations or securities on account of any, limited or general partnership interest or shares of any class of capital stock, or purchase, redeem or otherwise
acquire for value any partnership interest or shares of capital stock or any warrants, rights or options to acquire such partnership interest or shares, now or hereafter outstanding (each a
"Restricted Payment"); except that: (a) the Company may declare and make distributions payable solely in general or limited partnership interests
or units; (b) if no Default or Event of Default exists or would result from such action, the Company may make during each fiscal quarter one or more Restricted Payments if such Restricted
Payments in an aggregate amount do not exceed Available Cash for the immediately preceding fiscal quarter; and (c) Subsidiaries of the Company may declare and make dividends or distributions to
the Company.

    8.12  Change in Business.  

    The
Company shall not, and shall not suffer or permit any of its Subsidiaries to, engage in any material line of business other than a Permitted Business. The Company shall not suffer
or permit the Managing General Partner to engage in any business other than being the general partner of the Company, the managing general partner of the Master Partnership or the general partner in
any other Subsidiary of the Master Partnership.

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    8.13  Fiscal Year Changes.  

    The
Company shall not, and shall not suffer or permit any of its Subsidiaries to change the fiscal year of the Company or of any of its Subsidiaries.

    8.14  Amendments to Agreements.  

    The
Company shall not, and shall not suffer or permit any of its Subsidiaries to amend, modify, supplement, waive or otherwise modify any of the terms and provisions contained in the
Company Partnership Agreement, the Master Partnership Agreement (or any document executed or delivered in connection with such Partnership Agreements), or the partnership certificate of the Company or
the Master Partnership, if such amendment, supplement or other modification shall impair the Company's ability to perform its obligations under the Loan Documents or increase any of its financial
obligations to any of its general or limited partners or to any Affiliate.

    8.15  Indebtedness Covenant.  

    The
Company shall not permit, as of the last day of any fiscal quarter, the ratio of Cash Flow to Interest Expense to be less than 1.50 to 1.00.

    8.16  Limitation on Voluntary Payments of Senior Notes, Etc.  


    The
Company shall not, and shall not permit any of its Subsidiaries to make any voluntary or optional payment or prepayment on or redemption or acquisition for value of (including,
without limitation, by way of depositing with respect thereto money or securities before due for the purpose of paying when due) the Senior Notes other than (i) the refunding or refinancing in
full of the Senior Notes permitted by subsection 8.6(a) and (ii) pro rata prepayments thereof with the Loans and the Facility A Loans as permitted by subsection 2.7(a)(i).


   ARTICLE IX  

   EVENTS OF DEFAULT  

    9.1  Event of Default.  

    Any
of the following shall constitute an "Event of Default":



    (a)  Non-Payment.  The Company fails to pay, (i) when and as required to be paid
herein, any amount of principal of any Loan or of any L/C Obligation, or (ii) within 5 days after the same becomes due, any interest, fee or any other amount payable hereunder or under
any other Loan Document; or

    (b)  Representation or Warranty.  Any representation or warranty by the Company, any Partner Entity or
any of its Subsidiaries made or deemed made herein, or in any other Loan Document, or which is contained in any certificate, document or financial or other statement by such Person, or any Responsible
Officer, furnished at any time under this Agreement, or in or under any other Loan Document is incorrect in any material respect on or as of the date made or deemed made; or


    (c)  Specific Defaults.  The Company fails to perform or observe any term, covenant or agreement
contained in any of Section 7.3 or 7.9 or in Article VIII; or

    (d)  Other Defaults.  The Company fails to perform or observe any other term or covenant contained in
this Agreement or any other Loan Document, and such default shall continue unremedied for a period of 20 days after the earlier of (i) the date upon which a Responsible Officer knew or
reasonably should have known of such failure or (ii) the date upon which written notice thereof is given to the Company by the Agent or any Bank; or


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    (e)  Facility A Credit Agreement Cross-Default.  An "Event of Default" shall exist as that term is
defined in the Facility A Credit Agreement; or

    (f)  Cross-Default.  The Company or any of its Subsidiaries (i) fails to make any payment in
respect of any Indebtedness or Contingent Obligation (other than in respect of Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including
amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $5,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure; or (ii) fails to perform or observe
any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation, if the effect of such
failure, event or condition described in clause (ii) is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or
agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated maturity, or such Contingent Obligation
to become payable or cash collateral in respect thereof to be demanded; or (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from
(1) any event of default under such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (2) any Termination Event (as so
defined) as to which the Company or any Subsidiary is an Affected Party (as so defined), and, in either event, the Swap Termination Value owed by the Company or such Subsidiary as a result thereof is
greater than $5,000,000; or

    (g)  Insolvency; Voluntary Proceedings.  The Company, any Partner Entity, or any of their Subsidiaries
(i) ceases or fails to be Solvent, or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at
stated maturity or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course; (iii) commences any Insolvency Proceeding with respect to itself; or
(iv) takes any action to effectuate or authorize any of the foregoing; or

    (h)  Involuntary Proceedings.  (i) Any involuntary Insolvency Proceeding is commenced or filed
against the Company, any Partner Entity or any of their Subsidiaries, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against a substantial part of such
Person's properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully
bonded within 60 days after commencement, filing or levy; (ii) the Company, any Partner Entity or any of their Subsidiaries admits the material allegations of a petition against it in
any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or (iii) the Company, any Partner Entity or any of
their Subsidiaries acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a
substantial portion of its property or business; or

    (i)  ERISA.  (i) An ERISA Event occurs with respect to a Pension Plan which has resulted or could
reasonably be expected to result in liability of either Company under Title IV of ERISA to the Pension Plan or the PBGC in an aggregate amount in excess of $5,000,000; or (ii) the commencement
or increase of contributions to, or the adoption of or the amendment of a Pension Plan by the Company or any ERISA Affiliate which has resulted or could reasonably be expected to result in an increase
in Unfunded Pension Liability among all Pension Plans in an aggregate amount in excess of $5,000,000; or


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    (j)  Monetary Judgments.  One or more non-interlocutory judgments,
non-interlocutory orders, decrees or arbitration awards is entered against the Company or any of its Subsidiaries involving in the aggregate a liability (to the extent not covered by
independent third-party insurance as to which the insurer does not dispute coverage) as to any single or related series of transactions, incidents or conditions, of $5,000,000 or more, and the same
shall remain unsatisfied, unvacated and unstayed pending appeal for a period of 30 consecutive days after the entry thereof; or

    (k)  Non-Monetary Judgments.  Any non-monetary judgment, order or decree is
entered against the Company or any of its Subsidiaries which does or would reasonably be expected to have a Material Adverse Effect, and there shall be any period of 30 consecutive days during which a
stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

    (l)  Change of Control.  Without the prior written consent of the Required Banks, Xxxxx X. Xxxxx shall
cease to be the Chief Executive Officer or the Chairman of the Managing General Partner or the Master Partnership shall cease to be the sole limited partner of the Company; or

    (m)  Adverse Change.  There occurs a Material Adverse Effect; or

    (n)  Auditors.  The Agent or any Bank shall receive notice from the Independent Auditor that the Agent
and the Banks should no longer use or rely upon any audit report or other financial data provided by the Independent Auditor; or

    (o)  Collateral.  



     (i) any
provision of any Collateral Document shall for any reason cease to be valid and binding on or enforceable against the Company (except provisions that by their
terms are not in effect until the Collateral Event) or the Company shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or

    (ii) from
the Collateral Event, any Collateral Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid security interest in any
material portion of the Collateral purported to be covered thereby or such security interest in any material portion of the Collateral shall for any reason cease to be a perfected and first priority
security interest subject only to Permitted Liens; or




    9.2  Remedies.  

    If
any Event of Default occurs, the Agent shall, at the request of, or may, with the consent of, the Required Banks,

    (a) declare
the Commitment of each Bank and the Swingline Commitment of the Swingline Bank to make Loans and any obligation of the Issuing Bank to Issue Letters of
Credit to be terminated, whereupon such Commitment and obligation shall be terminated;

    (b) declare
an amount equal to the maximum aggregate amount that is or at any time thereafter may become available for drawing under any outstanding Letters of Credit
(whether or not any beneficiary shall have presented, or shall be entitled at such time to present, the drafts or other documents required to draw under such Letters of Credit) to be immediately due
and payable, and declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan
Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company; and


    (c) exercise
on behalf of itself and the Banks all rights and remedies available to it and the Banks under the Loan Documents or applicable law;

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provided, however, that upon the occurrence of any event specified in subsection (g) or (h) of Section 9.1 (in the case of
clause (i) of subsection (h) upon the expiration of the 60-day period mentioned therein), the obligation of each Bank and the Swingline Bank to make Loans and any obligation
of the Issuing Bank to Issue Letters of Credit shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable without further act of the Agent, the Issuing Bank, the Swingline Bank, or any Bank.

    9.3  Rights Not Exclusive.  

    The
rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in
equity, or under any other instrument, document or agreement now existing or hereafter arising.


   ARTICLE X  

   THE AGENT  

    10.1  Appointment and Authorization.  

    (a) Each
Bank hereby irrevocably appoints, designates and authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other
Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. The Company acknowledges that the Agent has made
no assertions of implied authority to act for the Banks and that the Agent has only the authority expressly granted herein. Without limiting the generality of the foregoing sentence, the use of the
term "agent" in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

    (b) The
Issuing Bank shall act on behalf of the Banks with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and
except for so long as the Agent may agree at the request of the Required Banks to act for such Issuing Bank with respect thereto; provided, however,
that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Agent in this Article X with respect to any acts taken or omissions suffered by the Issuing Bank
in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term
"Agent", as used in this Article X, included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing
Bank.

    10.2  Delegation of Duties.  

    The
Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects with reasonable care.

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    10.3  Liability of Agent.  

    None
of the Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan
Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks for any recital,
statement, representation or warranty made by the Company or any of its Subsidiaries or Affiliate of the Company, or any officer thereof, contained in this Agreement or in any other Loan Document, or
in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Loan Document, or for the
value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of the Company or any
other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Bank to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Company or any of its
Subsidiaries or Affiliates.

    10.4  Reliance by Agent.  

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

    (b) For
purposes of determining compliance with the conditions specified in Section 5.1, each Bank that has executed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Agent to such Bank for consent, approval, acceptance or satisfaction, or required
thereunder to be consented to or approved by or acceptable or satisfactory to the Bank.

    10.5  Notice of Default.  

    The
Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest
and fees required to be paid to the Agent for the account of the Banks, unless the Agent shall have received written notice from a Bank or the Company referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "notice of default". The Agent will notify the Banks of its receipt of any such notice. The Agent shall take such action with respect to
such Default or Event of Default as may be requested by the Required Banks in accordance with Article IX; provided, however, that unless and
until the Agent has received any such request, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as
it shall deem advisable or in the best interest of the Banks.

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    10.6  Credit Decision.  

    Each
Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of
the affairs of the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank represents to the Agent that it has,
independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its Subsidiaries, the value of and title to any Collateral, and all applicable bank
regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents that
it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished
to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

    10.7  Indemnification.  

    Whether
or not the transactions contemplated hereby are consummated, the Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of
the
Company and without limiting the obligation of the Company to do so), pro rata, from and against any and all Indemnified Liabilities; provided, however,
that no Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting from such Person's gross negligence or willful misconduct. Without
limitation of the foregoing, each Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by
the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, the Original Facility B Credit Agreement, the Initial 1996 Facility B Credit Agreement, the 1996 Facility B Credit Agreement, any
other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this
Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

    10.8  Agent in Individual Capacity.  

    Bank
of America and its Affiliates may make loans to, issue letters of credit for the account of, enter Swap Contracts with, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Company and its Subsidiaries and Affiliates as though Bank of America were not the Agent,
the Swingline Bank or the Issuing Bank hereunder and without notice to or consent of the Banks. The Banks acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive
information regarding the Company or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Company or such Subsidiary) and acknowledge that the Agent
shall be under no obligation to provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this Agreement as any other Bank and may
exercise the same as though it

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were
not the Agent or the Issuing Bank and the terms "Bank" and "Banks" include Bank of America in its individual capacity.

    10.9  Successor Agent.  

    The
Agent may, and at the request of the Required Banks shall, resign as Agent upon 30 days' notice to the Banks. If the Agent resigns under this Agreement, the Required Banks
shall appoint from among the Banks a successor agent for the Banks. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after
consulting with the Banks and the Company, a successor agent from among the Banks. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the
rights, powers and duties of the retiring Agent and the term "Agent" shall mean such successor agent and the retiring Agent's appointment, powers and duties as Agent shall be terminated. After any
retiring Agent's resignation hereunder as Agent, the provisions of this Article X and Sections 11.4 and 11.5 shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring
Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Banks appoint a
successor agent as provided for above. Notwithstanding the foregoing, however, Bank of America may not be removed as the Agent at the request of the Required Banks unless Bank of America shall also
simultaneously be replaced as "Issuing Bank" hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of America.

    10.10  Collateral Matters.  

    (a) The
Agent is authorized on behalf of all the Banks, without the necessity of any notice to or further consent from the Banks, from time to time to take any action
with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. Each of
the Banks acknowledges and agrees that the 1996 Amended and Restated Security Agreement is hereby terminated.

    (b) The
Banks irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral
(i) upon termination of the Commitments and payment and performance in full of all Loans and all other Obligations then due and payable under this Agreement and under any other Loan Document
and the expiration or termination of all Letters of Credit; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; or
(iii) if approved, authorized or ratified in writing by the Required Banks or all the Banks, as the case may be, as provided in subsection 11.1(f). Upon request by the Agent at any time, the
Required Banks will confirm in writing the Agent's authority to release particular types of items of Collateral pursuant to this clause (b) of this Section 10.10.

    (c) Each
Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company) that the Company's obligation to such Bank under this
Agreement and the other Loan Documents is not and shall not be secured by any real property collateral now or hereafter acquired by each Bank.

    10.11  Withholding Tax.  

    (a) If
any Bank is a "foreign corporation, partnership or trust" within the meaning of the Code and such Bank claims exemption from, or a reduction of, U.S. withholding
tax under Sections 1441 or 1442 of the Code, such Bank agrees with and in favor of the Agent, to deliver to the Agent:



     (i) if
such Bank claims an exemption from, or a reduction of, withholding tax under a United States tax treaty, properly completed IRS Forms 1001 and W-8
before the payment of any interest


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in
the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement;


    (ii) if
such Bank claims that interest paid under this Agreement is exempt from United States withholding tax because it is effectively connected with a United States
trade or business of such Bank, two properly completed and executed copies of IRS Form 4224 before the payment of any interest is due in the first taxable year of such Bank and in each
succeeding taxable year of such Bank during which interest may be paid under this Agreement, and IRS Form W-9; and

    (iii) such
other form or forms as may be required under the Code or other laws of the United States as a condition to exemption from, or reduction of, United States
withholding tax.



Such
Bank agrees to promptly notify the Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.


    (b) If
any Bank claims exemption from, or reduction of, withholding tax under a United States tax treaty by providing IRS Form 1001 and such Bank sells, assigns,
grants a participation in, or otherwise transfers all or part of the Obligations of the Company to such Bank, such Bank agrees to notify the Agent of the percentage amount in which it is no longer the
beneficial owner of Obligations of the
Company to such Bank. To the extent of such percentage amount, the Agent will treat such Bank's IRS Form 1001 as no longer valid.

    (c) If
any Bank claiming exemption from United States withholding tax by filing IRS Form 4224 with the Agent sells, assigns, grants a participation in, or
otherwise transfers all or part of the Obligations of the Company to such Bank, such Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by
Sections 1441 and 1442 of the Code.

    (d) If
any Bank is entitled to a reduction in the applicable withholding tax, the Agent may withhold from any interest payment to such Bank an amount equivalent to the
applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (a) of this Section are not delivered to the Agent, then the
Agent may withhold from any interest payment to such Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax.


    (e) If
the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that the Agent did not properly withhold tax from amounts
paid to or for the account of any Bank (because the appropriate form was not delivered, was not properly executed, or because such Bank failed to notify the Agent of a change in circumstances which
rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Bank shall indemnify the Agent fully for all amounts paid, directly or indirectly, by the Agent
as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, together with all costs and expenses
(including Attorney Costs). The obligation of the Banks under this subsection shall survive the payment of all Obligations and the resignation or replacement of the Agent.


    10.12  Syndication Agent and the Co-Agents.  

    Neither
the Syndication Agent nor the Co-Agents shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable
to all Banks as such. Without limiting the foregoing, neither the Syndication Agent nor the Co-Agents shall have or be deemed to have any fiduciary relationship with any Bank. Each Bank
acknowledges that it has not relied, and will not rely, on the Syndication Agent or either Co-Agent in deciding to enter into this Agreement or in taking or not taking action hereunder.

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   ARTICLE XI  

   MISCELLANEOUS  

    11.1  Amendments and Waivers.  

    No
amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by the Company therefrom, shall be effective unless
the same shall be in writing and signed by the Required Banks (or by the Agent at the written request of the Required Banks) and the Company, and acknowledged by the Agent, and then any such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver,
amendment, or consent shall, unless in writing and signed by all the Banks and the Company and acknowledged by the Agent, do any of the following:



    (a) increase
or extend the Commitment of any Bank or the Swingline Commitment of the Swingline Bank (or reinstate any such Commitment terminated pursuant to subsection
9.2(a));

    (b) postpone
or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any
of them) hereunder or under any other Loan Document;

    (c) reduce
the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (iii) below) any fees or other amounts payable hereunder
or under any other Loan Document;

    (d) change
the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action
hereunder;

    (e) amend
this Section, or Section 2.15, or any provision herein providing for consent or other action by all Banks; or

    (f)  release
any Collateral except as otherwise may be provided by the Loan Documents or except where the consent of the Required Banks only is specifically provided
for;



and,
provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the
Required Banks or all the Banks, as the case may be, affect the rights or duties of the Issuing Bank under this Agreement or any L/C-Related Document relating to any Letter of Credit
Issued or to be Issued by it, (ii) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Required Banks or all the Banks, as the case may be,
affect the rights or duties of the Agent under this Agreement or any other Loan Document, (iii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Bank in
addition to the Required Banks or all the Banks, as the case may be, affect the rights or duties of the Swingline Bank under this Agreement or any other Loan Document, and (iv) the Fee Letter
may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.

    11.2  Notices.  

    (a) All
notices, requests and other communications shall be in writing (including, unless the context expressly otherwise provides, by facsimile transmission, provided
that any matter transmitted by the Company by facsimile (i) shall be immediately confirmed by a telephone call to the recipient at the number specified on Schedule 11.2, and (ii) shall be
followed promptly by delivery of a hard copy original
thereof) and mailed, faxed or delivered, to the address or facsimile number specified for notices on Schedule 11.2; or, as directed to the
Company or the Agent, to such other address as shall be designated by such party in a written notice to the other parties, and as directed to any other party, at such other address as shall be
designated by such party in a written notice to the Company and the Agent.

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    (b) All
such notices, requests and communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight
(next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third Business Day after the date deposited into the U.S. mail, or if
delivered, upon delivery; except that notices pursuant to Article II, III or X shall not be effective until actually received by the Agent, and notices pursuant to Article III to the
Issuing Bank shall not be effective until actually received by the Issuing Bank at the address specified for the "Issuing Bank" on Schedule 11.2.



(c)Any
agreement of the Agent and the Banks herein to receive certain notices by telephone or facsimile is solely for the convenience and at the request of the Company. The Agent and
the Banks shall be entitled to rely on the authority of any Person purporting to be a Person authorized by the Company to give such notice and the Agent and the Banks shall not have any liability to
the Company or other Person on account of any action taken or not taken by the Agent or the Banks in reliance upon such telephonic or facsimile notice. The obligation of the Company to repay the Loans
and L/C Obligations shall not be affected in any way or to any extent by any failure by the Agent and the Banks to receive written confirmation of any telephonic or facsimile notice or the receipt by
the Agent and the Banks of a confirmation which is at variance with the terms understood by the Agent and the Banks to be contained in the telephonic or facsimile notice.



    11.3  No Waiver; Cumulative Remedies.  

    No
failure to exercise and no delay in exercising, on the part of the Agent or any Bank, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

    11.4  Costs and Expenses.  

    The
Company shall:



    (a) whether
or not the transactions contemplated hereby are consummated, pay or reimburse the Arranger and Bank of America (including in its capacity as Agent and
Issuing Bank) within five Business Days after demand (subject to subsection 5.1(e)) for all reasonable costs and expenses incurred by the Arranger and Bank of America (including in its capacity as
Agent and Issuing Bank) in connection with the development, preparation, delivery, administration and execution of, and any amendment, supplement, waiver or modification to (in each case, whether or
not consummated), this Agreement, the Original Facility B Credit Agreement, the Initial 1996 Facility B Credit Agreement, the 1996 Facility B Credit Agreement, any Loan Document and any other
documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including reasonable Attorney Costs incurred by Bank of America
(including in its capacity as Agent and Issuing Bank) with respect thereto;

    (b) pay
or reimburse the Agent, the Arranger and each Bank within five Business Days after demand (subject to subsection 5.1(e)) for all costs and expenses (including
Attorney Costs) incurred by them in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or any other Loan Document during the
existence of an Event of Default or after acceleration of the Loans (including in connection with any "workout" or restructuring regarding the Loans, and including in any Insolvency Proceeding or
appellate proceeding); and

    (c) pay
or reimburse Bank of America (including in its capacity as Agent) within five Business Days after demand (subject to subsection 5.1(e)) for all appraisal
(including the allocated cost of internal appraisal services), audit, environmental inspection and review (including the allocated cost of such internal services), search and filing costs, fees and
expenses, incurred or


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sustained
by Bank of America (including in its capacity as Agent) in connection with the matters referred to under subsections (a) and (b) of this Section.



    11.5  Indemnity.  

    (a) Whether
or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Agent-Related Persons, and each Bank and each
of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless
from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or
nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and the termination, resignation or replacement of the Agent
or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement, the Original Facility B Credit Agreement, the
Initial 1996 Facility B Credit Agreement, the 1996 Facility B Credit Agreement, or any document contemplated by or referred to herein or therein, or the transactions contemplated hereby, or any action
taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or
appellate proceeding) related to or arising out of this Agreement, the Original Facility B Credit Agreement, the Initial 1996 Facility B Credit Agreement, the 1996 Facility B Credit Agreement, or the
Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified
Liabilities"); provided, that the Company shall not have any obligation hereunder to any Indemnified Person with respect to
Indemnified Liabilities resulting from the gross negligence or willful misconduct of such Indemnified Person.

    (b) The
obligations in this Section shall survive payment of all other Obligations and any assignment and delegation by a Bank. At the election of any Indemnified
Person, the Company shall defend such Indemnified Person using legal counsel satisfactory to such Indemnified Person in such Person's sole discretion, at the sole cost and expense of the Company. All
amounts owing under this Section shall be paid within 30 days after demand.

    11.6  Marshalling; Payments Set Aside.  

    Neither
the Agent nor the Banks shall be under any obligation to xxxxxxxx any assets in favor of the Company or any other Person or against or in payment of any or all of the
Obligations. To the extent that the Company makes a payment to the Agent or the Banks, or the Agent or the Banks exercise their right of set-off, and such payment or the proceeds of such
set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent
or such Bank in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Insolvency Proceeding or otherwise, then (a) to the extent of such recovery the
obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not
occurred, and (b) each Bank severally agrees to pay to the Agent upon demand its Pro Rata Share of any amount so recovered from or repaid by the Agent.

    11.7  Successors and Assigns.  

    The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Company may not
assign or transfer any of
its rights or obligations under this Agreement without the prior written consent of the Agent and each Bank.

76


 




    11.8  Assignments, Participations, Etc.  

    (a) Any
Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and of the Agent, the Issuing Bank and the
Swingline Bank all of which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company or the Agent
shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank or to any other Bank unless at the time of such assignment and
delegation the Company's obligations under Article IV would be increased as a result thereof in which case the Company's consent will be required and such increase in obligations will be deemed
a reasonable basis for the Company to withhold consent thereto) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments, the
L/C Obligations and the other rights and obligations of such Bank hereunder; provided, however, that (i) no assignment hereunder shall in any
event be less than $10,000,000 of the combined Commitments of the assigning Bank under this Agreement and under and as defined in the Facility A Credit Agreement unless as a result of such assignment
the assigning Bank's rights and obligations hereunder shall be reduced to zero; (ii) if a Bank assigns less than all of its rights and obligations hereunder, such Bank's remaining Commitment
plus such Bank's Commitment under and as defined in the Facility A Credit Agreement, after giving effect to such assignment, shall not be less than $10,000,000; (iii) the Company and the Agent
may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment
instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee, (B) such Bank and its Assignee
shall have delivered to the Company and the Agent an Assignment and Acceptance substantially in the form of Exhibit E("Assignment and Acceptance"), and (C) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500; and
(iv) no assignment of Loans shall be effective, and shall instead be void and of no effect, unless performed simultaneously with an assignment of an identical percentage of the rights and
obligations of the assigning Bank in Loans under and as defined in the Facility A Credit Agreement. In connection with any assignment by Bank of America, its Swingline Commitment may be in whole but
not in part included as part of the assignment transaction, and the Assignment and Acceptance may be appropriately modified to include an assignment and delegation of its Swingline Commitment and any
outstanding Swingline Loans.

    (b) From
and after the date that the Agent notifies the assignor Bank that it has received (and provided its consent with respect to) an executed Assignment and
Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to
it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and
obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan
Documents. To the extent the Loans and Commitments of any assignor Bank or the Swingline Loans and Swingline Commitments of the Swingline Bank are evidenced by a Note instead of a loan account, within
5 Business Days after an assignment, the Company shall execute and deliver to the Agent (for delivery to the Assignee) new Notes evidencing such Assignee's assigned portion of the assignor Bank's
Loans and such Commitments and, if the assignor Bank has retained a portion of the Loans and such Commitment, replacement Notes in a principal amount of the Loans and such Commitments retained by the
assignor Bank. Each such Note shall be dated the date of the predecessor Note. The assignor Bank shall xxxx the predecessor Note "exchanged" and deliver it to the Company.

    (c) Immediately
upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent,
but only to the extent,

77


 




necessary
to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce the Commitment of the
assigning Bank pro tanto.

    (d) Any
Bank may at any time sell to one or more commercial banks, federally chartered instrumentalities of the United States or other Persons not Affiliates of the
Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating
Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall
remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company, the Issuing Bank and the Agent shall continue to
deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, (iv) no Bank shall
transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document,
except to the extent such amendment, consent or waiver would require unanimous consent of the Banks as described in the first proviso to
Section 11.1. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 4.1, 4.3, 4.4 and 11.5 as though it were also a Bank hereunder, and if amounts
outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed
subject to Section 11.9, to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Bank under this Agreement.

    (e) Each
Bank agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as "confidential" or
"secret" by the Company and provided to it by the Company or any of its Subsidiaries, or by the Agent on the Company's or Subsidiary's behalf, under this Agreement or any other Loan Document, and
neither it nor any of its Affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents; except to the extent such
information (i) was or becomes generally available to the public other than as a result of disclosure by the Bank, or (ii) was or becomes available on a non-confidential
basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement with the Company known to the Bank; provided,
however, that any Bank may disclose such information (A) at the request or pursuant to any requirement of any Governmental Authority to which the Bank is subject or in
connection with an examination of such Bank by any such authority; (B) pursuant to subpoena or other court process; (C) when required to do so in accordance with the provisions of any
applicable Requirement of Law; (D) to the extent reasonably required in connection with any litigation or proceeding to which the Agent, any Bank or their respective Affiliates may be party;
(E) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; (F) to such Bank's independent auditors and other
professional advisors; (G) to any Affiliate of such Bank, or to any Participant or Assignee, actual or potential, provided that such Affiliate, Participant or Assignee agrees to keep such
information confidential to the same extent required of the Banks hereunder, and (H) as to any Bank, as expressly permitted under the terms of any other document or agreement regarding
confidentiality to which the Company is party or is deemed a party with such Bank.

    (f)  Notwithstanding
any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under
and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 s or any CFR § 203.14, and such
Federal Reserve Bank may enforce such pledge or security interest in
any manner permitted under applicable law.

78


 




    11.9  Set-off.  

    In
addition to any rights and remedies of the Banks provided by law, if an Event of Default exists or the Loans have been accelerated, each Bank is authorized at any time and from
time to time, without prior notice to the Company, any such notice being waived by the Company 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 by, and other indebtedness at any time owing by, such Bank to or for the credit or the account of the Company against any and all Obligations
owing to such Bank, now or hereafter existing, irrespective of whether or not the Agent or such Bank shall have made demand under this Agreement or any Loan Document and although such Obligations may
be contingent or unmatured. Each Bank agrees promptly to notify the Company and the Agent after any such set-off and application made by such Bank; provided,
however, that the failure to give such notice shall not affect the validity of such set-off and application.

    11.10  Automatic Debits of Fees.  

    With
respect to any commitment fee, arrangement fee, letter of credit fee or other fee, or any other cost or expense (including Attorney Costs) due and payable to the Agent, the
Issuing Bank, Bank of America or the Arranger under the Loan Documents, the Company hereby irrevocably authorizes Bank of America to debit any deposit account of the Company with Bank of America in an
amount such that the aggregate amount debited from all such deposit accounts does not exceed such fee or other cost or expense. If there are insufficient funds in such deposit accounts to cover the
amount of the fee or other cost or expense then due, such debits will be reversed (in whole or in part, in Bank of America's sole discretion) and such amount not debited shall be deemed to be unpaid.
No such debit under this Section shall be deemed a set-off.

    11.11  Notification of Addresses, Lending Offices, Etc.  

    Each
Bank shall notify the Agent in writing of any changes in the address to which notices to the Bank should be directed, of addresses of any Lending Office, of payment instructions
in respect of all payments to be made to it hereunder and of such other administrative information as the Agent shall reasonably request.

    11.12  Counterparts.  

    This
Agreement may be executed in any number of separate counterparts, each of which, when so executed, shall be deemed an original, and all of said counterparts taken together shall
be deemed to constitute but one and the same instrument.

    11.13  Severability.  

    The
illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or
enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

    11.14  No Third Parties Benefited.  

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

    11.15  Governing Law and Jurisdiction.  

    (a) THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA; PROVIDED, HOWEVER,

79


 





THAT
THE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

    (b) ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, THE ORIGINAL FACILITY B CREDIT AGREEMENT, THE INITIAL 1996 FACILITY B CREDIT AGREEMENT, THE 1996
FACILITY B CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF CALIFORNIA, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE AGENT AND THE BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE
COMPANY, THE AGENT AND THE BANKS EACH IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT, THE ORIGINAL FACILITY B CREDIT
AGREEMENT, THE INITIAL 1996 FACILITY B CREDIT AGREEMENT, THE 1996 FACILITY B CREDIT AGREEMENT, OR ANY DOCUMENT RELATED HERETO OR THERETO. THE COMPANY, THE AGENT AND THE BANKS EACH WAIVE PERSONAL
SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CALIFORNIA LAW.

    11.16  Waiver of Jury Trial.  

    THE
COMPANY, THE BANKS AND THE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT,
THE ORIGINAL FACILITY B CREDIT AGREEMENT, THE INITIAL 1996 FACILITY B CREDIT AGREEMENT, THE 1996 FACILITY B CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO
CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE COMPANY, THE BANKS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE
FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR
IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, THE ORIGINAL FACILITY B CREDIT AGREEMENT, THE INITIAL 1996 FACILITY B CREDIT AGREEMENT, THE 1996 FACILITY B CREDIT AGREEMENT, OR
THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.

    11.17  Recourse.  

    Except
as otherwise expressly provided in the proviso to this Section, nothing contained herein or in the other Loan Documents shall be construed as creating any liability of any past
or present shareholder, limited partner or general partner of the Company or the Partner Entities or any of their respective officers or directors to pay any deficiency or other amount owing on
account of the Obligations or to perform any covenant either express or implied of the Company contained herein or in any other Loan Document; provided,
however, that nothing in this Section 11.17 shall be construed

80


 




(i) to
relieve any Person from liability for fraud, concealment, or other intentional wrongdoing for which such Person would otherwise be liable under any applicable law, either directly or on
behalf of the Company, (ii) to restrict the joinder in any action of any necessary party in order to seek enforcement of rights against the Company or any other party to any Loan Document or to
restrict injunctive relief against any Person to the extent necessary to obtain performance by the Company of its Obligations or by any other party to one or more of the Loan Documents, or
(iii) to relieve any Person from liability for distributions, payments, or other transfers made to such Person in violation of the Loan Documents, or in violation of or otherwise recoverable
under any applicable law.

    11.18  Entire Agreement.  

    This
Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among the Company, the Banks, the Syndication Agent and the
Co-Agents and the Agent, and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof; provided, however,
 that (a) the Fee Letter (b) any prior arrangements made with respect to the payment by the Company of (or any
indemnification for) any fees, costs or expenses payable to or incurred (or to be incurred) by or on behalf of the Agent or the Banks, and (c) the representations and warranties (as of the
dates made and deemed made) and the indemnities of the Company set forth in the Original Facility B Credit Agreement, the Initial 1996 Facility B Credit Agreement, the 1996 Facility B Credit Agreement
and the "Loan Documents" (as defined therein) shall, in each case, survive the execution and delivery of this Agreement.

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


CROWN PACIFIC LIMITED PARTNERSHIP, a
Delaware limited partnership

 
By:
 
CROWN PACIFIC MANAGEMENT
LIMITED PARTNERSHIP, a Delaware
limited partnership,
its general partner

 
By:
 
Title:
 
BANK OF AMERICA, N.A., as Agent, a Bank,
the Swingline Bank and the Issuing Bank

 
By:
 
Title:




00


 





XXXXX XXXX XX XXXXXXXXXX, N.A., as
Syndication Agent and as a Bank

 
By:
 
Title:
  BANK OF MONTREAL, as Co-Agent and as a Bank

 
By:
 
Title:
  KEYBANK NATIONAL ASSOCIATION, as Co-Agent and as a Bank

 
By:
 
Title:
  ABN AMRO BANK, N.V.

 
By:
 
Title:
 
By:
 
Title:
  SUNTRUST BANK, ATLANTA

 
By:
 
Title:




82


 




  XXXXX FARGO BANK, N.A.

 
By:
 
Title:
  THE SUMITOMO BANK, LIMITED

 
By:
 
Title:
  PARIBAS

 
By:
 
Title:
  FIRST UNION NATIONAL BANK

 
By:
 
Title:




83


 



SCHEDULE 2.1
COMMITMENTS
AND PRO RATA SHARES


Bank
Commitment
Pro Rata Share
Bank of America, N.A.
$
12,000,000
21.428571429
%

 
Union Bank of California, N.A.
 $
 
10,000,000
 
17.000000000
 %

 
Bank of Montreal
 $
 
8,000,000
 
14.000000000
 %

 
KeyBank National Association
 $
 
8,000,000
 
14.285714286
 %

 
ABN AMRO Bank, N.V.
 $
 
4,000,000
 
7.142857143
 %

 
Suntrust Bank, Atlanta
 $
 
4,000,000
 
7.142857143
 %

 
Xxxxx Fargo Bank, N.A.
 $
 
4,000,000
 
7.142857143
 %

 
First Union National Bank
 $
 
2,000,000
 
3.571428571
 %

 
Paribas
 $
 
2,000,000
 
3.571428571
 %

 
The Sumitomo Bank, Limited
 $
 
2,000,000
 
3.571428571
 %

 $
 
56,000,000.00
 
100
 %










SCHEDULE 11.2
OFFSHORE AND DOMESTIC LENDING OFFICES,
ADDRESSES FOR NOTICES


CROWN PACIFIC LIMITED PARTNERSHIP

Address for notices:

 
Crown Pacific Limited Partnership
c/o Crown Pacific Management
Limited Partnership
Bank of America Financial Center
Suite 1500
000 X.X. Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000

Attention:
Xxxxxxx Xxxxxx
Chief Financial Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000



1


 





  BANK OF AMERICA, N.A.,
as Agent and Bank

 
Address for notices:

 
(a)
 
Credit Notices

 
Bank of America, N.A.
Paper and Forest Products
Mail Code: CA5-705-41-01
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000

Attention:
Xxxxxxx X. Xxxxx
Managing Director
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

 
(b)
 
Operation Notices including borrowings/payments to Agent:

 
Bank of America, N.A.
CCS/Agency Services
Mail Code: CA4-706-05-09
0000 Xxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000

Attention:
Xxxxxxx Xxx
Associate Agency Officer
Telephone: 000-000-0000
Facsimile: 000-000-0000

 
Payment Instructions:

 
Bank of America, N.A.
ABA #000000000
Attn.: Xxxxxxx Xxx, CCS/Agency Services
For credit to A/C No. 3750836479
Ref.: Crown Pacific Limited Partnership

 
Domestic and Offshore Lending Office:
same as address for operations notices



2


 





  UNION BANK OF CALIFORNIA

 
Address for notices:

 
(a)
 
Credit notices:

 
Xxxxx Xxxxxxxxxx
Vice President
Union Bank of California
000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000

 
(b)
 
Operations notices:

 
Xxxxx Xxxxxxxxxx
Union Bank of California
Commercial Customer Service Unit
0000 Xxxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000

 
Payment Instructions:

 
Union Bank of California, N.A.
ABA Number: 000-000-000
Account Number: 070196431
Account Name: Wire Transfer Clearing
Ref.: Crown Pacific Limited Partnership

Attention:
192-Note Center CLO



3


 





  BANK OF MONTREAL

 
Addresses for notices:

 
(a)
 
Credit notices:

 
Bank of Montreal
000 Xxxxx XxXxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000

Attention:
Xxxx Xxxx
Director
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

 
(b)
 
Operations notices:

 
Bank of Montreal
000 Xxxxx XxXxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000

Attention:
Xxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

 
Payment Instructions:

 
Xxxxxx Trust and Savings Bank
ABA Number: 000000000
Account Number: 000-000-0
Account Name: Bank of Montreal
Ref.: Crown Pacific Limited Partnership/Type of Payment



4


 







KEYBANK NATIONAL ASSOCIATION

 
Addresses for notices:

 
(a)
 
Credit notices:

 
KeyBank National Association
000 Xxxxx Xxx., 00xx Xxxxx
Xxxxxxx, XX 00000

Attention:
Xxxxxxx X. Xxxxx, Xx.

Telephone:  (000) 000-0000

Facsimile:  (000) 000-0000

 
(b)
 
Operations notices:

 
KeyBank National Association
000 X. Xxxx Xxxxxx Xxxx.
Xxxxx, XX 00000

Attention:
N.W. Region Specialty Services

Telephone:  (000) 000-0000

Facsimile:  (000) 000-0000

 
Payment Instructions:

 
KeyBank National Association
ABA Number: 000000000
Account Number: 00000000
Account Name: N.W. Region Specialty Services

Attention:
Crown Pacific



5


 





  ABN AMRO BANK, N.V.

 
Addresses for notices:

 
(a)
 
Credit notices:

 
ABN AMRO Bank, N.V.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000

Attention:
Xxxxx XxXxxxxx

Telephone:  (000) 000-0000

Facsimile:  (000) 000-0000

 
(b)
 
Operations notices:

 
ABN AMRO Bank, N.V.
000 Xxxxx XxXxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000

Attention:
Credit Administration

Telephone:  (000) 000-0000

Facsimile:  (000) 000-0000

 
Payment Instructions:

 
ABN AMRO BANK, N.V.
ABA Number: 000000000
Account Number: 650-001-1789-41
Ref.: CPU MTI #00401293, Crown Pacific L.P.



6


 





  SUNTRUST BANK, ATLANTA

 
Addresses for notices:

 
(a)
 
Credit notices:

 
SunTrust Bank, Atlanta
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Attention:
Xxxxx Xxxxxxxxxx

Telephone:  (000) 000-0000

Facsimile:  (000) 000-0000

 
(b)
 
Operations notices:

 
SunTrust Bank, Atlanta
00 Xxxx Xxxxx, 00xx Xxxxx, xxxxxx 000
Xxxxxxx, XX 00000

Attention:
Datanian Oldham

Telephone:  (000) 000-0000

Facsimile:  (000) 000-0000

 
Payment Instructions:

 
SunTrust Bank, Atlanta
ABA Number: 000000000
Account Number: 9088000112
Account Name: Corporate Banking Operations
Ref: Crown Pacific Partners

Attention:
Xxxxxxxx Xxxxxxxx



7


 





  XXXXX FARGO BANK, N.A.

 
Addresses for notices:

 
(a)
 
Credit notices:

 
Xxxxx Fargo Bank, N.A.
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000


Attention:
Xxxx Xxxxxxx

Vice President

Telephone:  (000) 000-0000

Facsimile:  (000) 000-0000

 
(b)
 
Operations notices:

 
Xxxxx Fargo Bank, N.A.
000 Xxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000

Attention:
Xxxxxxx Elring

Manager

Telephone:  (000) 000-0000

Facsimile:  (000) 000-0000

 
Payment Instructions:

 
Xxxxx Fargo Bank
ABA Number: 000000000
Account Number: 2712507201
Account Name: Corporate Loan Operations
Ref.: Crown Pacific



8


 





PARIBAS

 
Addresses for notices:

 
(a)
 
Credit notices:

 
Paribas
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000

Attention:
Xxxxx Xxxxx

Vice President

Telephone:  (000) 000-0000

Facsimile:  (000) 000-0000

 
(b)
 
Operations notices:

 
Paribas
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000

Attention:
Xxxxxxx Xxxxxxxx

A.V.P.

Telephone:  (000) 000-0000

Facsimile:  (000) 000-0000

 
Payment Instructions:

 
Bank of America
ABA Number: 000000000
Account Number: 62902-10150
For credit to Paribas, Los Angeles Agency
Ref.: Crown Pacific

Attention:
Xxxxxxx Xxxxxxxx



9


 





  THE SUMITOMO BANK, LIMITED

 
Addresses for notices:

 
(a)
 
Credit notices:

 
The Sumitomo Bank, Limited.
0000 0xx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

Attention:
Xxxxx Xxxxxxx

Vice President

Telephone:  (000) 000-0000

Facsimile:  (000) 000-0000

 
(b)
 
Operations notices:

 
The Sumitomo Bank, Limited.
000 Xxxx Xxx. 0xx Xxxxx
Xxx Xxxx, XX 00000

Attention:
Xxxx Xxxxx

Deal Administrator

Telephone:  (000) 000-0000

Facsimile:  (000) 000-0000

 
Payment Instructions:

 
Citibank, N.A., New York
ABA Number: 000000000
Account Number: 00000000
Ref.: The Sumitomo Bank

Attention:
Loan Operations



10


 







  FIRST UNION NATIONAL BANK


 
Addresses for notices:


 
 
(a)
 
 
Credit notices:


 
First Union National Bank
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000


Attention:
 
 
Xxxx Xxxxxx


 
 
 
Assistant Vice President


 
 
 
Telephone:  (000) 000-0000


 
 
 
Facsimile:  (000) 000-0000


 
 
(b)
 
 
Operations notices:


 
First Union National Bank
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000


Attention:
 
 
Xxxx Xxxxxxx


 
 
 
Assistant Vice President


 
 
 
Telephone:  (000) 000-0000


 
 
 
Facsimile:  (000) 000-0000


 
Payment Instructions:


 
First Union National Bank
ABA Number: 000000000
Account Number: 145916 0000000
Ref.: Forest Products


Attention:
 
 
Xxxx Xxxxxxx



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 TABLE OF CONTENTS


 AMENDED AND RESTATED FACILITY B CREDIT AGREEMENT
 ARTICLE I
 DEFINITIONS


 ARTICLE II
 THE CREDITS


 ARTICLE III
 THE LETTERS OF CREDIT


 ARTICLE IV
 TAXES, YIELD PROTECTION AND ILLEGALITY


 ARTICLE V
 CONDITIONS PRECEDENT
 ARTICLE VI
 REPRESENTATIONS AND WARRANTIES


 ARTICLE VII
 AFFIRMATIVE COVENANTS


 ARTICLE VIII
 NEGATIVE COVENANTS


 ARTICLE IX
 EVENTS OF DEFAULT
 ARTICLE X
 THE AGENT


 ARTICLE XI
 MISCELLANEOUS