CONFORMED AND COMPOSITE COPY

CREDIT AGREEMENT

among

INTERNATIONAL PAPER COMPANY,

NGAHERE AOTEAROA,

VARIOUS LENDING INSTITUTIONS,

THE DAI-ICHI KANGYO BANK, LTD,
as SYNDICATION AGENT,

BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
as DOCUMENTATION AGENT,
COMMERZBANK AG NEW YORK BRANCH

and

JP MORGAN CHASE BANK,
as MANAGING AGENTS

and

DEUTSCHE BANK AG NEW YORK BRANCH,
as ADMINISTRATIVE AGENT

Dated as of August 24, 2001, and as amended by Amendment No. 1 dated March 8, 2002.

$650,000,000

DEUTSCHE BANC ALEX. BROWN INC.,
as SOLE LEAD ARRANGER and SOLE BOOKRUNNER

TABLE OF CONTENTS

                                                                               Page
                                                                               ----
                                  ARTICLE I

                                 DEFINITIONS

Section 1.1    Defined Terms.....................................................1
Section 1.2    Classification of Term Loans and Borrowings......................13
Section 1.3    Terms Generally..................................................13
Section 1.4    Accounting Terms and Determinations..............................13

                                  ARTICLE II

                                THE TERM LOANS

Section 2.1    The Commitments..................................................14
Section 2.2    Term Loans and Borrowings........................................14
Section 2.3    Requests for Borrowings..........................................15
Section 2.4    Funding of Borrowings............................................16
Section 2.5    Interest Elections...............................................16
Section 2.6    Termination and Changes of Commitments...........................18
Section 2.7    Repayment of Term Loans; Evidence of Debt........................18
Section 2.8    Prepayment of Term Loans.........................................19
Section 2.9    Fees.............................................................20
Section 2.10   Interest.........................................................20
Section 2.11   Alternate Rate of Interest.......................................21
Section 2.12   Increased Costs..................................................22
Section 2.13   Break Funding Payments...........................................22
Section 2.14   Taxes............................................................23
Section 2.15   Payments Generally; Pro Rata Treatment; Sharing of Set-offs......26
Section 2.16   Mitigation Obligations; Replacement of Lenders...................27

                                  ARTICLE III

                        REPRESENTATIONS AND WARRANTIES

Section 3.1    Representations and Warranties...................................28
Section 3.2    Financial Condition..............................................28
Section 3.3    Litigation.......................................................29
Section 3.4    No Breach........................................................29
Section 3.5    Corporate Action of the Borrower.................................29
Section 3.6    Approvals........................................................30
Section 3.7    Use of Loans.....................................................30
Section 3.8    ERISA............................................................30

                                                                               Page
                                                                               ----
Section 3.9    Taxes............................................................30
Section 3.10   Investment Company Act...........................................30
Section 3.11   Public Utility Holding Company Act...............................30
Section 3.12   Credit Agreements................................................30
Section 3.13   Hazardous Materials and Environmental Matters....................31
Section 3.14   Full Disclosure..................................................31
Section 3.15   Federal Margin Regulations.......................................32
Section 3.16   Solvency.........................................................32

                                  ARTICLE IV

                                  GUARANTEE

Section 4.1    Guarantee........................................................32
Section 4.2    Obligations Unconditional........................................33
Section 4.3    Reinstatement....................................................33
Section 4.4    Subrogation......................................................34
Section 4.5    Subordination....................................................34
Section 4.6    Remedies.........................................................34
Section 4.7    Continuing Guarantee.............................................34

                                   ARTICLE V

                                  CONDITIONS

Section 5.1    Closing Date.....................................................35
Section 5.2    Each Credit Event................................................36

                                  ARTICLE VI

                                   COVENANTS

Section 6.1    Financial Statements.............................................37
Section 6.2    Litigation.......................................................39
Section 6.3    Corporate Existence, Etc.........................................39
Section 6.4    Insurance........................................................40
Section 6.5    Use of Proceeds..................................................40
Section 6.6    Prohibition of Fundamental Changes...............................40
Section 6.7    Limitation on Liens..............................................41
Section 6.8    Total Debt to Total Capital Ratio................................43
Section 6.9    Minimum Consolidated Net Worth...................................43

                                  ARTICLE VII

                          EVENTS OF DEFAULT.....................................43

                                                                               Page
                                                                               ----
                                  ARTICLE VIII

                          THE ADMINISTRATIVE AGENT..............................46

                                  ARTICLE IX

                                 MISCELLANEOUS

Section 9.1    Notices..........................................................48
Section 9.2    Waivers; Amendments..............................................48
Section 9.3    Expenses; Indemnity; Damage Waiver...............................49
Section 9.4    Successors and Assigns...........................................50
Section 9.5    Survival.........................................................53
Section 9.6    Counterparts; Integration; Effectiveness.........................54
Section 9.7    Severability.....................................................54
Section 9.8    Right of Setoff..................................................54
Section 9.9    Governing Law; Jurisdiction; Etc.................................54
Section 9.10   Judgment Currency................................................55
Section 9.11   Waiver Of Jury Trial.............................................55
Section 9.12   Headings.........................................................56
Section 9.13   Treatment of Certain Information; Confidentiality................56

CREDIT AGREEMENT dated as of August 24, 2001, among INTERNATIONAL PAPER COMPANY, a New York corporation ("Parent"), NGAHERE AOTEAROA, a company formed under the laws of New Zealand (the "Borrower"), the LENDERS party hereto, THE DAI-ICHI KANGYO BANK, LTD, as Syndication Agent (in such capacity, the "Syndication Agent") and BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as Documentation Agent (in such capacity, the "Documentation Agent"), COMMERZBANK AG NEW YORK BRANCH and JP MORGAN CHASE BANK (successor to Morgan Guaranty Trust Company of New York), as Managing Agents (in such capacity, the "Managing Agents") and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent for the Lenders hereunder (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in
Section 1.1 are used herein as so defined.

WITNESSETH:

WHEREAS, subject to and upon the terms and conditions herein set forth, the Lenders are willing to make available to the Borrower the credit facility provided for herein;

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

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

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

"Administrative Agent" has the meaning assigned to such term in the first paragraph of this Agreement and shall include any successor Administrative Agent appointed pursuant to Article VIII.

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

"Agreement" means this Credit Agreement as the same may be amended, modified or supplemented from time to time.

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

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

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

"Applicable Rate" means, for any day, with respect to (a) any Eurodollar Term Loan or ABR Term Loan, the applicable rate per annum set forth below under the caption "Eurodollar Term Loan" or "ABR Term Loan" below under the caption "Term Loan," and (b) any Commitment Fee, the applicable rate per annum set forth below under the caption "Commitment Fee," in each case based upon the long-term debt ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt:

--------------------------------------------------------------------------------
Long-term Debt Rating                                                 Commitment
    (S&P/Moody's)                          Term Loan                      Fee
--------------------------------------------------------------------------------
                              Eurodollar Term   ABR Term Loan
                                    Loan
--------------------------------------------------------------------------------
Level I                            55 bps            0 bps                8 bps
A/A2
--------------------------------------------------------------------------------
Level II                           70 bps            O bps               10 bps
A-/A3
--------------------------------------------------------------------------------
Level III                          80 bps            0 bps             12.5 bps
BBB+/Baal
--------------------------------------------------------------------------------
Level IV                          100 bps            0 bps               15 bps
BBB/Baa2
--------------------------------------------------------------------------------
Level V                           125 bps           25 bps               20 bps
BBB-/Baa3
--------------------------------------------------------------------------------
Level VI                          175 bps           75 bps               25 bps
Less than Level V
--------------------------------------------------------------------------------

provided that, (A) for purposes of the foregoing, in the event the Index Debt receives a split rating from Moody's and S&P, the applicable level shall be (1) the level with the higher of such

ratings in the event such ratings are one level apart, (2) the level at midpoint (if any) in the event such ratings are two or more levels apart and (3) the higher of the two intermediate ratings in the event there is no midpoint rating; (B) if at any time the Index Debt is rated at or above either of the long term debt ratings by Moody's or S&P set forth in Level I above, the Applicable Rate as set forth in Level I will apply; (C) if at any time the Index Debt is rated below both the Moody's and S&P ratings set out in Level V above or has a rating in effect with neither Moody's nor S&P (other than by reason of the circumstances referred to in the last sentence of this definition), the Applicable Rate as set forth in Level VI will apply; (D) if at any time either Moody's or S&P shall not have in effect a rating for the Index Debt, the Applicable Rate shall be determined solely by the rating for the Index Debt established by the rating agency that does have a rating for the Index Debt then in effect; (E) if at any time the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency; and (F) if any Event of Default shall have occurred and be continuing, each of Moody's and S&P shall be deemed to have established a rating in the lowest category in the schedule above. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody's or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Parent (on its own behalf and on behalf of the Borrower) and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

"Assignment and Acceptance" means an agreement pursuant to which a Lender assigns all or a portion of its rights and obligations hereunder to an assignee and such assignee agrees to be bound by all of the obligations of a Lender hereunder to the extent of such assignment, in the form of Exhibit A or such other form as shall be approved by the Administrative Agent.

"Board" means the Board of Governors of the Federal Reserve System of the United States of America (or any successor).

"Borrower" shall have the meaning assigned to such term in the first paragraph of this Agreement.

"Borrowing" means all Term Loans of the same Type incurred on a given date (or resulting from continuations or conversions on a given date) and having, in the case of Eurodollar Term Loans, the same Interest Period; provided that ABR Term Loans incurred pursuant to Section 2.11 shall be considered part of any related Borrowing of Eurodollar Term Loans. For purposes hereof, the date of a Borrowing comprised of one or more Term Loans that have been converted or continued shall be the effective date of the most recent conversion or continuation of such Term Loan or Term Loans.

"Borrowing Request" means a request by the Borrower for a Borrowing in accordance with Section 2.3.

"Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Term Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.

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

"Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.12(b), by any lending office of such Lender or by such Lender's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

"Closing Date" means the date on which each of the conditions specified in Section 5.1 are satisfied (or waived in accordance with Section 9.2).

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

"Commitment Fee" has the meaning assigned to such term in Section 2.9(a).

"Confidential Information Memorandum" means the Confidential Information Memorandum of the Borrower and Parent dated on or about July 16, 2001 delivered to the Lenders in connection with this Agreement and any subsequent amendment, modification or supplement delivered to the Administrative Agent on or before the date of this Agreement.

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

(a) the amount of capital stock; plus

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

(c) the cost of treasury shares.

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

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

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

"DBNY" means Deutsche Bank AG New York Branch.

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

"Documentation Agent" has the meaning assigned to such term in the first paragraph of this Agreement.

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

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

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

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

"Eurodollar", when used in reference to any Term Loan or Borrowing, refers to whether such Term Loan, or the Term Loans constituting such Borrowing, are bearing interest at a rate determined by reference to the applicable Adjusted LIBO Rate.

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

"Excluded Taxes" means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income pursuant to the laws of the jurisdiction in which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Non-U.S. Lender (other than an assignee pursuant to a request by the Parent under Section 2.16(b)), any U.S. withholding tax that is imposed on amounts payable to such Non-U.S. Lender at the time such Non-U.S. Lender becomes a party to this Agreement except to the extent that such Non-U.S. Lender's assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.14(a), or is attributable to such Non-U.S. Lender's failure to comply with Section 2.14(e).

"Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such date (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"Fee Letter" means that certain letter agreement dated July 13, 2001 between the Parent and the Administrative Agent with respect to certain fees due and payable to the Administrative Agent and the other agent banks party hereto.

"Foreign Lender" means any Lender that is not a resident of New Zealand for New Zealand tax purposes.

"GAAP" means generally accepted accounting principles applied on a basis consistent with those which, in accordance with Section 1.4, are to be used in making the calculations for purposes of determining compliance with the terms of this Agreement.

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

"Granting Bank" has the meaning assigned to such term in Section 9.4(b).

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

"Guaranteed Obligations" shall have the meaning assigned to such term in Section 4.1(a).

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

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

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Indemnitee" has the meaning assigned to such term in Section 9.3(b).

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

"Interest Election Request" means a request by the Borrower to convert any of its Borrowings in accordance with Section 2.6.

"Interest Payment Date" means (a) with respect to any ABR Term Loan, each Quarterly Date and (b) with respect to any Eurodollar Term Loan, the last day of each Interest Period therefor and, in the case of any Interest Period for a Eurodollar Term Loan that is more than three months long, each day prior to the last day of such Interest Period that occurs at intervals of three months after the first day of such Interest Period.

"Interest Period" means, for any Eurodollar Term Loan, the period commencing on the date of such Term Loan and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as specified in the applicable Borrowing Request or Interest Election Request; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Term Loan initially shall be the date on which such Term Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Term Loan.

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

"LIBO Rate" means, for the Interest Period for any Eurodollar Borrowing, the rate appearing on Page 3750 of the Dow Jones Markets (Telerate) Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for the offering of Dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the LIBO Rate for such Interest Period shall be the rate at which Dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For purposes of this Agreement, the Parent or any of its Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Managing Agent" has the meaning assigned to such term in the first paragraph of this Agreement.

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

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

"Material Subsidiaries" means, at any time, (a) the Borrower, and (b) any Subsidiary of the Parent that has total assets equal to 5% or more of Consolidated Net Worth.

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

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

"New Zealand Taxes" has the meaning assigned to such term in Section 2.14(a).

"Non-U.S. Lender" means any Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes.

"Obligors" means the Borrower and the Guarantor.

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

"Parent" has the meaning assigned to such term in the first paragraph in this Agreement.

"Participant" has the meaning assigned to such term in Section 9.4(e).

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

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

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

"Prime Rate" means the rate announced by DBNY from time to time as its prime lending rate for commercial loans within the United States (but is not intended to be the lowest rate of interest) and charged by DBNY in connection with extensions of credit to debtors. Any change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

"Project Indebtedness" means Indebtedness of the Parent or any Subsidiary incurred to finance the acquisition, construction or development of Project Assets (as defined in Section 6.7(h)); provided that (x) such Indebtedness is non-recourse to any other assets and (y) the aggregate principal amount of such Indebtedness may at no time exceed $425,000,000.

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

"Register" has the meaning set forth in Section 9.4(c).

"Regulations D, U and X" means, respectively, Regulations D, U and X of the Board, as the same may be amended or supplemented from time to time.

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

"Required Lenders" means, at any time, Lenders having Term Loans and unused Term Loan Commitments representing more than 50% of the sum of the total Term Loans and Term Loan Commitments at such time.

"SPC" shall have the meaning assigned to such term in Section 9.4(b).

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

"Solvent" means, as to any Person, that, as of any date of determination, (i) the amount of the "present fair saleable value" of the assets of such Person shall, as of such date, exceed the amount of all "liabilities of such Person, contingent or otherwise", as of such date, as such terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person shall, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (iii) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (iv) such Person shall be able to pay its debts as they mature. For purposes of this definition, (a) "debt" means liability on a "claim", and
(b) "claim" means any (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (B) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

"Statutory Reserve Rate" means, for the Interest Period for any Eurodollar Borrowing, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the arithmetic mean, taken over each day in

such Interest Period, of the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as "Eurocurrency liabilities" in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

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

"Syndication Agent" has the meaning assigned to such term in the first paragraph of this Agreement.

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

"Tangible Assets" means, at any time, Total Assets minus the sum of the items identified in clause (c) of the definition in this Section 1.1. of the term "Tangible Net Worth".

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

(a) the amount of capital stock; plus

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

(c) the sum of the following: cost of treasury shares and the book value of all assets of the Parent and its Consolidated Subsidiaries which should be classified as intangibles (without duplication of deductions in respect of items already deducted in arriving at surplus and retained earnings) but in any event including goodwill, research

and development costs, trademarks, trade names, copyrights, patents and franchises, unamortized debt discount and expense, and any write-up in the book value of assets resulting from a revaluation thereof subsequent to September 30, 2001 (other than any write-up, at the time of its acquisition, in the book value of any asset acquired subsequent to September 30, 2001).

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

"Term Loan Availability Termination Date" means May 24, 2002.

"Term Loan" has the meaning assigned to such term in Section 2.1 (a).

"Term Loan Commitment" means, with respect to each Lender, the amount set forth opposite such Lender's name in Schedule I hereto directly below the column entitled "Term Loan Commitment" as the same may be reduced from time to time pursuant to Section 2.6 or created, reduced or increased pursuant to
Section 9.4.

"Term Loan Maturity Date" means August 24, 2004, or, if such date is not a Business Day, the immediately preceding Business Day.

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

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

"Total Credit Exposure" means, on any date, the aggregate outstanding principal amount of all Term Loans on such date.

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

"Total Term Loan Commitment" means the sum of the Term Loan Commitments of all Lenders.

"Transactions" means collectively, the transactions contemplated hereby.

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

"Wholly Owned Subsidiary" means, as to any Person, any Subsidiary of such Person all of the shares or ownership interests of which, other than (in the case of a corporation) directors' qualifying shares, are owned or controlled by such Person and/or any of its Wholly Owned Subsidiary.

Section 1.2 Classification of Term Loans and Borrowings. For purposes of this Agreement, Term Loans may be classified and referred to by Type (e.g., a "Eurodollar Term Loan"). Borrowings also may be classified and referred to by Type (e.g., a "Eurodollar Borrowing").

Section 1.3 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 1.4 Accounting Terms and Determinations.

(a) Accounting Terms. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (b) below) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with that used in the preparation of the latest financial statements furnished to the Lenders hereunder (which, until the first financial statements are delivered under
Section 6.1, shall mean the financial statements referred to in Section 3.2). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with that used in the preparation of the latest annual or quarterly financial statements furnished to the Lenders pursuant to Section 6.1 unless (i) the Parent shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Lenders shall so object in writing within 30 days after delivery of such financial statements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as

to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 6.1, shall mean the financial statements referred to in Section 3.2).

(b) Descriptions of Material Variations. The Parent shall deliver to the Lenders at the same time as the delivery of any annual or quarterly financial statement under Section 6.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statement and the application of accounting principles employed in the preparation of the immediately preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of paragraph (a) above and reasonable estimates of the difference between such statements arising as a consequence thereof.

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

THE TERM LOANS

Section 2.1 The Commitments. Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make a term loan or term loans in Dollars (each a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall be made at any time and from time to time in a minimum amount (subject to clause (iv) below) of $100,000,000 per drawing commencing on the Closing Date and ending on the Term Loan Availability Termination Date, (ii) may at the option of the Borrower, be maintained as and/or converted into, ABR Term Loans or Eurodollar Term Loans, provided that all Term Loans made by each of the Lenders pursuant to the same Type of Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (iii) may be repaid in accordance with the provisions hereof, but once repaid, may not be reborrowed and (iv) shall not exceed for any such Lender at the time of the incurrence thereof that aggregate principal amount which equals the remaining Term Loan Commitment, if any, of such Lender (before giving effect to any reductions on such date pursuant to
Section 2.6).

Section 2.2 Term Loans and Borrowings.

(a) Obligations of Lenders. Each Term Loan shall be made as part of a Borrowing consisting of Term Loans of the same Type made by the Lenders ratably in accordance with their respective Term Loan Commitments. The failure of any Lender to make any Term Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Term Loan Commitment of each Lender is several and no Lender shall be responsible for any other Lender's failure to make Term Loans as required.

(b) Type of Term Loans. Subject to Section 2.11, each Borrowing shall be constituted entirely of ABR Term Loans or Eurodollar Term Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement.

(c) Minimum Amounts; Limitation on Number of Borrowings. At the commencement of the Interest Period for any Borrowing, such Borrowing shall be in an aggregate amount of $15,000,000 or a larger multiple of $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Total Term Loan Commitment. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of ten Eurodollar Borrowings outstanding under this Agreement.

(d) Limitations on Lengths of Interest Periods. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert as a Eurodollar Borrowing, any Borrowing if the Interest Period requested therefor would end after the Term Loan Maturity Date.

Section 2.3 Requests for Borrowings. To request a Borrowing the Borrower shall notify the Administrative Agent of such request by telephone (1) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (2) in the case of an ABR Borrowing, not later than 10:00 a.m., New York City time, one Business day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.2:

(i) the aggregate amount of the Term Loans to be made;

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

(iii) whether the Term Loans shall consist of ABR Term Loans and/or Eurodollar Term Loans;

(iv) if the Term Loans are to include Eurodollar Term Loans, the Interest Period therefor, which shall be a period contemplated by the definition of the term "Interest Period"; and

(v) the location and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.5.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Term Loan to be made as part of the requested Borrowing.

Section 2.4 Funding of Borrowings.

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

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

Section 2.5 Interest Elections.

(a) Elections by the Borrower for Borrowings. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have the Interest Period specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a Eurodollar Borrowing, may elect the Interest Period therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Term Loans constituting such Borrowing, and the Term Loans constituting each such portion shall be considered a separate Borrowing.

(b) Notice of Elections. To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.3 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

(c) Information in Interest Election Requests. Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.2:

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

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

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period therefor after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the respective Borrower shall be deemed to have selected an Interest Period of one month's duration.

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

(e) Failure to Elect; Events of Default. If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period therefor.

Section 2.6 Termination and Changes of Commitments.

(a) Scheduled Termination. Unless previously terminated, the Total Term Loan Commitment shall (i) be reduced on each date on which Term Loans are incurred (after giving effect to the incurrence of Term Loans on such date), in an amount equal to the aggregate principal amount of Term Loans incurred on such date and (ii) terminate in its entirety on the Term Loan Availability Termination Date after giving effect to any incurrence of Term Loans on such date.

(b) Voluntary Termination or Reduction. Subject to paragraphs (c) and
(d) below, the Borrower may at any time prior to the Term Loan Availability Termination Date terminate or from time to time reduce the Total Term Loan Commitment; provided that each reduction of the Total Term Loan Commitment shall be in an amount that is $15,000,000 or a larger multiple of $1,000,000.

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

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

Section 2.7 Repayment of Term Loans; Evidence of Debt.

(a) Repayment of Term Loans. The Borrower hereby unconditionally promises to pay to the Administrative Agent for account of the Lenders, on the Term Loan Maturity Date, the outstanding principal amount of the Term Loans.

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

remaining Interest Period to be repaid first). Each payment of a Borrowing shall be applied ratably to the Term Loans included in such Borrowing.

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

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

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

(f) Promissory Notes. Any Lender may request that Term Loans made by it to the Borrower be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Term Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.4) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Section 2.8 Prepayment of Term Loans.

(a) Optional Prepayments; Right to Prepay Borrowings. The Borrower shall have the right at any time and from time to time to prepay any Borrowing made to it in whole or in part, in minimum amounts of no less than $15,000,000 and incremental multiples of $1,000,000, subject to the requirements of this
Section and Section 2.13.

(b) Notices, Etc. The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment to be made by it hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 5:00 p.m., New York City time, on the date of prepayment.

Section 2.9 Fees.

(a) Commitment Fee. The Borrower agrees to pay to the Administrative Agent for account of each Lender a commitment fee (the "Commitment Fee"), which shall accrue at the Applicable Rate on the daily amount of the Term Loan Commitment of such Lender during the period from and including the Closing Date to but excluding the Term Loan Availability Termination Date. Accrued commitment fees shall be payable on each Quarterly Date and on the Term Loan Availability Termination Date, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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

(c) Other Fees. The Borrower agrees to pay such other fees at such times and in such amounts as have or may be agreed upon between or among the Borrower, the Administrative Agent and the Arranger from time to time, including, without limitation, the Fee Letter.

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

Section 2.10 Interest.

(a) ABR Term Loans. The Term Loans constituting each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate for such Borrowing (if any).

(b) Eurodollar Term Loans. The Term Loans constituting each Eurodollar

Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period for such Borrowing plus the Applicable Rate for such Borrowing.

(c) Default Interest. Notwithstanding the foregoing, if any principal of or interest on any Term Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Term Loan, 2% plus the rate otherwise applicable to such Term Loan as provided above or (ii) in the case of any other amount, 2% plus the Alternate Base Rate.

(d) Payment of Interest. Accrued interest on each Term Loan shall be payable in arrears on each Interest Payment Date for such Term Loan, and on the Term Loan Maturity Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Term Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Borrowing prior to the end of the Interest Period therefor, accrued interest on such Borrowing shall be payable on the effective date of such conversion.

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

Section 2.11 Alternate Rate of Interest. If prior to the commencement of the Interest Period for a Eurodollar Borrowing:

(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Term Loans (or its Term Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

Section 2.12 Increased Costs.

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

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

(ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Term Loans made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lenders of making or maintaining any Eurodollar Term Loan to the Borrower (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or such Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.

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

(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.13 Break Funding Payments. In the event of (a) the payment of any

principal of any Eurodollar Term Loan, other than on the last day of an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Eurodollar Term Loan, other than on the last day of an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Term Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.8(a) and is revoked in accordance herewith) or (d) the assignment of any Eurodollar Term Loan of the Borrower, other than on the last day of an Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event.

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

Section 2.14 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. In addition, if any amounts are payable in respect of Indemnified Taxes or Other Taxes imposed by New Zealand or any political subdivision or taxing authority thereof or therein (collectively "New Zealand Taxes") pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall

determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender in respect of New Zealand Taxes pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence.

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

(c) Indemnification. The Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes, Other Taxes and taxes payable to each Lender pursuant to the final Sentence of 2.14(a) (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes, Other Taxes and taxes payable to each Lender pursuant to the final Sentence of 2.14(a) were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Evidence of the Payments. Within 45 days after the date of any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Non-U.S. Lenders. Each Non-U.S. Lender agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of a Non-U.S. Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 9.4 (unless the respective Non-U.S. Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Non-U.S. Lender,
(i) an accurate and complete signed copy of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Non-U.S. Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement, or (ii) if the Non-U.S. Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any such certificate, a "Section 2.14(e)(ii) Certificate") and (y) an accurate and complete signed copy of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Non-U.S. Lender's entitlement to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement. In addition, each Non-U.S. Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent an accurate and complete signed copy

of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 2.14(e)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Non-U.S. Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Non-U.S. Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 2.14(e); provided, that if a Non-U.S. Lender becomes ineligible to deliver such Form or Certificate due to a change of circumstances resulting from an act on the part of such Non-U.S. Lender (other than a change described in the second succeeding sentence), the inability to deliver such Form or Certificate shall be considered a failure to comply with this Section 2.14(e). Notwithstanding anything to the contrary contained in
Section 2.14(a), but subject to Section 9.4(f) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Non-U.S. Lender to the extent that such Non-U.S. Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) in the case of a payment, other than interest, to a Non-U.S. Lender described in clause (ii) above, the Borrower shall not be obligated pursuant to Section 2.14(a) hereof to gross-up payments to be made to a Bank in respect of income or similar taxes imposed by the United States to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 2.14 and except as set forth in Section 9.4(f), the Borrower agrees to pay any additional amounts and to indemnify each in the manner set forth in Section 2.14(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Indemnified Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Indemnified Taxes.

(f) Foreign Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of New Zealand, or any treaty to which New Zealand is a party, with respect to payments under this Agreement agrees to use reasonable efforts to deliver to the Borrower, promptly upon any reasonable request therefor from time to time by the Borrower, to the extent it is legally entitled to do so, such forms, documents and information as may be required by applicable law, regulation or treaty from time to time and to file all appropriate forms to obtain a certificate or other appropriate documents from the appropriate governmental authorities to establish an exemption from, or a reduction in the amount of, any Indemnified Tax with respect to payments made by the Borrower, provided, however, that if such Foreign Lender is or becomes unable, by virtue of any applicable law, regulation or treaty, to establish such exemption, the Borrower shall nonetheless remain obligated under this Section 2.14 to pay the amounts described herein, and provided further, that no Foreign Lender shall be required to take any action hereunder which, in the reasonable discretion of such Foreign Lender, would cause such Foreign Lender or its applicable lending

office to suffer a material economic, legal or regulatory disadvantage.

Section 2.15 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off, counterclaim or other deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 31 West 52nd Street, New York, New York 10019, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 9.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars.

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

(c) Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing shall be made from the Lenders, each payment of a Commitment Fee under Section 2.9 shall be made for account of the Lenders, and each termination or reduction of the amount of the Term Loan Commitments under
Section 2.6 shall be applied to the respective Term Loan Commitments of the Lenders, pro rata according to the amounts of their respective Term Loan Commitments; (ii) each payment or prepayment of principal of Term Loans by the Borrower shall be made for account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Term Loans; and (iii) each payment of interest on Term Loans shall be made for account of the Lenders pro rata in accordance with the amounts of interest on such Term Loans then due and payable to the respective Lenders.

(d) Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective

Term Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant, other than to the Parent or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

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

(f) Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.5(b) or 2.15(e), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.16 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder affected by such event or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under

Section 2.12 or if the Borrower is required to pay any additional amounts to any Lender or any Governmental Authority for account of any Lender pursuant to
Section 2.14 (other than payments required to be made pursuant to Section 2.14 on the Closing Date in respect of New Zealand Taxes) or if any Lender defaults in its obligation to fund Term Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14 (other than payments required to be made pursuant to Section 2.14 on the Closing Date in respect of New Zealand Taxes), such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each of the Parent and the Borrower hereby represents and warrants to the Lenders that:

Section 3.1 Corporate Existence. Each of the Parent and its Material Subsidiaries (a) is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation (or in the case of a Material Subsidiary that is not a corporation, is a partnership or other entity duly organized and validly existing under the laws of its jurisdiction of organization); (b) has all requisite legal power, and has all material governmental licenses, authorizations, consents and approvals, necessary to own its assets and carry on its business as now being or as proposed to be conducted; and (c) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would have a Material Adverse Effect. The Borrower is a Wholly Owned Subsidiary of the Parent.

Section 3.2 Financial Condition. (a) The consolidated balance sheet of the Parent and its Consolidated Subsidiaries as at December 31, 2000, and the related consolidated statements of earnings, cash flow and common shareholders' equity of the Parent and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of

Arthur Andersen LLP, and the unaudited consolidated balance sheet of the Parent and its Consolidated Subsidiaries as at September 30, 2001 and the related consolidated statements of earnings and cash flow of the Parent and its Consolidated Subsidiaries for the six-month period ended on said date, in each case heretofore furnished to each of the Lenders, are complete and correct and fairly present the consolidated financial condition of the Parent and its Consolidated Subsidiaries as at said dates and the consolidated results of their operations for the fiscal year, and nine-month period ended on said dates (subject, in the case of such financial statements as at September 30, 2001, to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. Neither the Parent nor any of its Material Subsidiaries had, on said dates, any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. Since Sepember 30, 2001, there has been no event or condition that could result in a Material Adverse Effect.

(b) The Parent has prepared and delivered to the Administrative Agent selected, unaudited financial data with respect to the financial condition and results of operation of the Borrower for the quarter ended September 30, 2001. Such financial data was prepared in accordance with the Parent's internal management reporting and consolidation processes but does not constitute a complete financial statement of the Borrower.

Section 3.3 Litigation. There are no actions, suits, legal or arbitral proceedings, or proceedings by or before any Governmental Authority, now pending or (to the knowledge of the Parent) threatened against the Parent and/or any of its Material Subsidiaries that would result in a Material Adverse Effect.

Section 3.4 No Breach. None of the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms and provisions hereof will conflict with or result in a breach of, or require any consent under, the charter or by-laws of the Parent or the Borrower, or any applicable law or regulation, or any order, writ, injunction or decree of any Governmental Authority, or any agreement or instrument to which the Parent and/or any of its Material Subsidiaries is a party or by which any of them is bound or to which any of them is subject, or constitute a default under any such agreement or instrument.

Section 3.5 Corporate Action of the Borrower. The Parent and the Borrower have all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by the Parent and the Borrower of this Agreement have been duly authorized by all necessary corporate action on its part; and this Agreement has been duly and validly executed and delivered by the Parent and the Borrower and constitutes the legal, valid and binding obligation of the Parent and the Borrower,

enforceable in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally.

Section 3.6 Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority are necessary for the execution, delivery or performance by the Parent or the Borrower of this Agreement or for the validity or enforceability thereof.

Section 3.7 Use of Loans. The proceeds of the Term Loans made hereunder shall be used to pay fees and expenses incurred in connection with the Transaction and for general corporate purposes of the Borrower (in compliance with all applicable legal and regulatory requirements).

Section 3.8 ERISA. The Parent and the ERISA Affiliates have fulfilled their respective obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the presently applicable provisions of ERISA and the Code, and have not incurred any liability to the PBGC or any Plan or Multiemployer Plan (other than to make contributions in the ordinary course of business).

Section 3.9 Taxes. United States Federal income tax returns of the Parent have been examined and closed through the fiscal year of the Parent and its Subsidiaries ended December 31, 1994. The Parent and its Subsidiaries have filed all United States Federal and New Zealand income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Parent or any of its Subsidiaries except for those being contested in good faith and for which adequate resources have been established in accordance with GAAP. The charges, accruals and reserves on the books of the Parent and its Material Subsidiaries in respect of taxes and other governmental charges not yet due and payable are, in the opinion of the Parent, adequate. If the Parent is a member of an affiliated group of corporations filing consolidated returns for United States Federal income tax purposes, it is the "common parent" of such group.

Section 3.10 Investment Company Act. Neither the Parent nor any of its Subsidiaries is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended.

Section 3.11 Public Utility Holding Company Act. Neither the Parent nor any of its Subsidiaries is a "holding company", or an "affiliate" of a "holding company" or a "subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended.

Section 3.12 Credit Agreements. Schedule II is a complete and correct list, as of the date of Agreement, as amended by Amendment No. 1, of each credit agreement, loan agreement, indenture, purchase agreement, guarantee or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any

extension of credit) to, or guarantee by, the Parent or any of its Material Subsidiaries the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $150,000,000 and the aggregate principal or face amount outstanding or which may become outstanding under each such arrangement is correctly described in Schedule II.

Section 3.13 Hazardous Materials and Environmental Matters.

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

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

Section 3.14 Full Disclosure, (a) The Parent has heretofore furnished to each of the Lenders a true copy of (I) the Parent's annual report to shareholders for 2000 setting forth consolidated audited financial statements for the year ended December 31, 2000, (ii) the Parent's quarterly report on Form 10-Q for the quarter ended September 30, 2001 and (iii) the Parent's report on Form 10-K/A, dated as of January 16, 2002, in each case as filed with the Securities and Exchange Commission. Except as disclosed in writing to the Lenders, the Confidential Information Memorandum and the annual, quarterly and other periodic reports most recently delivered to the Lenders pursuant to this
Section or Section 3.2 do not contain an untrue statement of a material fact or omit to state a material fact necessary to make

the statements therein not misleading, it being understood and agreed that for purposes of this Section 3.14(a), such factual information and data shall not include projections and pro forma financial information.

(b) The projections and pro forma financial information contained in the information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results.

Section 3.15 Federal Margin Regulations.

(a) The Borrower is not principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock.

(b) No part of the proceeds of any Term Loans shall be used for "purchasing" or "carrying" any "margin stock" within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect, or for any other purpose, in any case in a manner which violates or is inconsistent with the provisions of Regulations U and X or any similar rule of any other governmental authority. If the Borrower is requested by any Lender or the Administrative Agent, it shall furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of Form FR U-1 referred to in said Regulation U.

Section 3.16 Solvency. On the Closing Date, after giving effect to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, each of the Parent and the Borrower on a stand-alone basis is Solvent.

ARTICLE IV

GUARANTEE

Section 4.1 Guarantee. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Guarantor from the proceeds of the Term Loans, the Guarantor hereby guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Term Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement, including without limitation, any and all fees payable pursuant to Section 2.9 (such obligations being herein collectively called the "Guaranteed Obligations"). The Guarantor hereby further agrees that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of

any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Section 4.2 Obligations Unconditional. The obligations of the Guarantor under Section 4.1 are absolute, irrevocable and unconditional irrespective of the value, genuineness, validity, regularity, legality or enforceability of the obligations of the Borrower under this Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (including any immunity, sovereign or otherwise, to which the Borrower may be entitled), it being the intent of this Section that the obligations of the Guarantor hereunder shall be absolute, irrevocable and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the liability of the Guarantor hereunder:

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

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

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

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

Section 4.3 Reinstatement. The obligations of the Guarantor under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise and the Guarantor agrees that it will indemnify the Administrative Agent and each Lender on demand for all reasonable costs and expenses (including fees of counsel) incurred by the Administrative Agent or such Lender in connection with such rescission or restoration.

Section 4.4 Subrogation. The Guarantor hereby waives all rights of subrogation or contribution, whether arising by operation of law (including any such right arising under the Federal Bankruptcy Code) or otherwise, by reason of any payment by it pursuant to the provisions of this Article IV and further agrees that for the benefit of each of its creditors (including each Lender and the Administrative Agent) that any such payment by it of the Guaranteed Obligations of the Borrower shall constitute a contribution of capital by the Guarantor to the Borrower or, if evidenced by an instrument in form and substance (and containing terms of subordination) satisfactory to the Required Lenders, indebtedness subordinated in right of payment to the principal of and interest (including post-petition interest) on the Term Loans owing by the Borrower. Without limiting the generality of the foregoing, the Guarantor hereby agrees with the Lenders that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash.

Section 4.5 Subordination. Any indebtedness of the Borrower now or hereafter owing to the Guarantor is hereby subordinated to the Guaranteed Obligations of the Borrower owing to the Lenders; and if the Administrative Agent so requests at a time when an Event of Default exists, all such indebtedness of the Borrower to the Guarantor shall be collected, enforced and received by the Guarantor for the benefit of the Lenders and be paid over to the Administrative Agent on behalf of the Lenders on account of the Guaranteed Obligations of the Borrower to the Lenders, but without affecting or impairing in any manner the liability of the Guarantor under the other provisions of this Guaranty. Prior to the transfer by the Guarantor of any note or negotiable instrument evidencing any of the indebtedness of the Borrower to the Guarantor, the Guarantor shall mark such note or negotiable instrument with a legend that the same is subject to this subordination.

Section 4.6 Remedies. The Guarantor agrees that, as between the Guarantor and the Lenders, the obligations of the Borrower under this Agreement may be declared to be forthwith due and payable as provided in Article VII (and shall be deemed to have become automatically due and payable in the circumstances provided in Article VII) for purposes of Section 4.1 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantor for purposes of said Section 4.1.

Section 4.7 Continuing Guarantee. The guarantee in this Article IV is a continuing guarantee, and shall apply to all Guaranteed Obligations whenever arising.

ARTICLE V

CONDITIONS

Section 5.1 Closing Date. The obligations of the Lenders to make any Term Loans hereunder are subject to the satisfaction (or waiver in accordance with Section 9.2) of the following conditions precedent:

(a) Documents. The Administrative Agent shall have received each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance:

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

(ii) Opinions of Counsel. A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (A) Barbara L. Smithers, counsel for the Parent substantially in the form of Exhibit B-l and (B) Chapman Tripp Sheffield Young, New Zealand counsel to the Borrower substantially in the form of Exhibit B-2 (and the Parent hereby instructs each such counsel to deliver such opinion to the Lenders and the Administrative Agent);

(iii) Corporate Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of the Parent and the organization and existence of the Borrower, (ii) the authorization of the execution, delivery and performance by the Parent and the Borrower of this Agreement, and of the borrowings hereunder by the Borrower, in form and substance satisfactory to the Administrative Agent and its counsel, and (iii) certificates as to the incumbency and signature of each individual signing this Agreement and any other agreement or document contemplated hereby on behalf of the Parent and the Borrower;

(iv) Financial Statements. Copies of (i) the audited consolidated balance sheets of the Parent and its Consolidated Subsidiaries as of December 31, 2000, and the related audited statement of earnings and cash flows for the period ending as of such date, and (ii) the unaudited consolidated balance sheets of the Parent and its Consolidated Subsidiaries as of June 30, 2001, and the related unaudited statement of earnings and cash flows for the period ending as of such date; and

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

(b) Representations and Warranties; No Default. The Administrative Agent shall have received, with a copy for each Lender, a certificate of the Parent, signed by an authorized officer of the Parent and the Borrower, dated as of the Closing Date, indicating that (i) the representations and warranties of the Parent and the Borrower in Article III hereto are true and correct on and as of the Closing Date, and (ii) no Default has occurred and is continuing.

(c) Approvals. The Administrative Agent shall have received copies, certified by the Parent, of all filings made, if any, with any Governmental Authority in connection with the Transactions, that are reasonably requested by the Administrative Agent.

(d) Borrowing Request. The Administrative Agent shall have received pursuant to Sections 2.3 and 2.4, written Borrowing Requests with respect to Term Loans requested to be made on such date.

(e) Fees. The Parent shall have paid such fees as it shall have agreed to pay to any Lender or the Administrative Agent in connection herewith, including, without limitation, the reasonable fees and expenses of White & Case LLP, special New York counsel to the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement and the Term Loans hereunder (to the extent that statements for such fees and expenses have been delivered to the Parent).

(f) Adverse Change, etc. Nothing shall have occurred since March 31, 2001 (and neither the Lenders nor the Administrative Agent shall have become aware of any facts or conditions not previously known) which the Required Lenders or the Administrative Agent could reasonably expect to have a material adverse change on the consolidated financial condition, operations, business or prospects taken as a whole of the Parent and its Consolidated Subsidiaries.

(g) Indebtedness. After giving effect to the Transactions, there shall be no other Indebtedness of the Borrower, other than the Indebtedness set forth on Schedule III.

(h) Litigation. There are no actions, suits, legal or arbitral proceedings, or proceedings by or before any private, Governmental Authority, now pending or threatened against the Parent or any of its Subsidiaries which the Administrative Agent or the Required Lenders shall determine could reasonably be expected to have a material adverse effect on the consolidated financial condition operations, business or prospects taken as a whole of the Parent and its Consolidated Subsidiaries.

The Administrative Agent shall notify the Parent and the Lenders of the Closing Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Term Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.2) on or prior to 3:00 p.m., New York City time, on August 15, 2001 (and, in the event such conditions are not so satisfied or waived, the Total Term Loan Commitment shall terminate at such time).

Section 5.2 Each Credit Event. The obligation of each Lender to make a Term Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:

(i) the representations and warranties of the Parent and the Borrower in Article III shall be true and correct on and as of the date of such Borrowing; and

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

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

ARTICLE VI

COVENANTS

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

Part A. Affirmative Covenants.

Section 6.1 Financial Statements. The Parent shall deliver to the Administrative Agent on behalf of the Lenders (and upon receipt thereof the Administrative Agent shall promptly deliver to the Lenders):

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

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

(c) promptly upon their becoming available, copies of all regular periodic reports

which the Parent shall have filed with the Securities and Exchange Commission (or any Governmental Authority substituted therefor) or any national securities exchange;

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

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

(f) as soon as available and in any event within 100 days after the end of each fiscal year of the Borrower, statement of earnings, cash flow and common shareholders' equity (if any) of the Borrower for such fiscal year and the related balance sheet as at the end of such

year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, accompanied by a certificate of a senior financial officer of the Parent, which certificate shall state that said financial statements fairly present the financial condition and results of operations of the Borrower in accordance with generally accepted accounting principles, consistently applied, as at the end of, and for, such fiscal year; and

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

The Parent will furnish to the Administrative Agent, at the time it furnishes each set of financial statements pursuant to paragraph (a) or (b) above, a certificate of a senior financial officer of the Parent (i) to the effect that no Default has occurred and is continuing (or, if any Default has occurred and is continuing, describing the same in reasonable detail and describing the action that the Parent or the Borrower has taken and proposes to take with respect thereto) and (ii) setting forth in reasonable detail the computations necessary to determine whether the Parent is in compliance with Sections 6.8 and 6.9 as of the end of the respective quarterly fiscal period or fiscal year.

Section 6.2 Litigation. The Parent will promptly give to the Administrative Agent (and upon receipt thereof the Administrative Agent shall promptly give to the Lenders) notice of all legal or arbitral proceedings, and of all proceedings by or before any governmental or regulatory authority or agency, and any material development in respect of such legal or other proceedings, affecting the Parent or any of its Material Subsidiaries, except any proceeding which, if adversely determined, would not have a Material Adverse Effect.

Section 6.3 Corporate Existence, Etc. The Parent will, and will cause each of its Material Subsidiaries to: preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that nothing in this Section shall prohibit any transaction expressly permitted under Section 6.6); comply with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority if failure to comply with such requirements (i) will in the opinion of the General Counsel of the Parent result in imposition of liability or assessment against (including seizure of) property in an aggregate amount (as to all such failures to comply) exceeding 10% of Consolidated Net Worth or (ii) could in the aggregate (as to all such failures to comply) reduce by more than 25% the annual tonnage capacity of the paper processing operations of the Parent and its Consolidated Subsidiaries; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax,

assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all of its properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; provided, however, that the Parent or any Subsidiary of the Parent may discontinue the maintenance of a property if such discontinuance is, in the opinion of the Parent, desirable in the conduct of its business and is not likely to have a Material Adverse Effect; and upon reasonable advance notice, permit representatives of any Lender or the Administrative Agent, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent.

Section 6.4 Insurance. The Parent will maintain, and will cause each of its Subsidiaries to maintain, insurance underwritten by financially sound and reputable insurers, or self insurance (in accordance with normal industry practice) in such amounts and against such risks as ordinarily is carried or maintained by owners of like businesses and properties in similar circumstances.

Section 6.5 Use of Proceeds. The Borrower will use the proceeds of the Term Loans made to it hereunder solely for the purposes set forth and permitted in Section 3.7 hereof; provided that neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of such proceeds.

Part B. Negative Covenants.

Section 6.6 Prohibition of Fundamental Changes. The Parent will not, nor will it permit any of its Material Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Parent will not, and will not permit any of its Material Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or a substantial part of its business or assets, whether now owned or hereafter acquired (excluding any inventory or other assets sold or disposed of in the ordinary course of business). Notwithstanding the foregoing provisions of this Section:

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

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

(c) the Parent or any Subsidiary of the Parent may merge or consolidate with

any other Person if (i) in the case of a merger or consolidation of the Parent, any successor entity (if other than Parent) assumes, in a manner satisfactory to the Administrative Agent, all of the Parent's obligations under this Agreement (and, in that connection, delivers to the Administrative Agent such evidence of corporate authorization and opinions of counsel as are consistent with those delivered by the Parent pursuant to Section 5.1 on the Closing Date and are reasonably requested by the Administrative Agent) and, in the case of a merger or consolidation of any Subsidiary, the surviving corporation is a Wholly Owned Subsidiary of the Parent and (ii) after giving effect thereto no Default would exist hereunder; and

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

Section 6.7 Limitation on Liens. The Parent will not, nor will it permit any of its Material Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except:

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

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

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

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

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

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

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

(h) Liens on assets consisting of a capital project and rights related thereto ("Project Assets") securing Indebtedness incurred to finance the acquisition, construction or development of such Project Assets; provided that
(x) such Indebtedness is non-recourse to any other assets; (y) the aggregate principal amount of Indebtedness secured by Liens permitted by this paragraph
(h) may at no time exceed $425,000,000 and (z) such Liens attach to such Project Assets within two years after the initial acquisition or completion of construction or development of such Project Assets;

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

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

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

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

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

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

(o) any extension, renewal or replacement of the foregoing; provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of like property); and provided further that the sale, mortgage or other transfer of timber in connection with an arrangement under which the Parent or any of its Subsidiaries is obligated to cut such timber (or any portion thereof) in order to provide the transferee with a specified amount of money (however determined) shall not be deemed to create Indebtedness secured by a Lien hereunder.

Section 6.8 Total Debt to Total Capital Ratio. The Parent will not at any time permit the ratio of Total Debt to Total Capital to exceed 0.60 to 1.

Section 6.9 Minimum Consolidated Net Worth. The Parent will not at any time permit Consolidated Net Worth to be less than $9,000,000,000.

ARTICLE VII

EVENTS OF DEFAULT

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

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

(b) Any event specified in any note, agreement, indenture or other document evidencing or relating to any Indebtedness (other than (i) Indebtedness hereunder, (ii) Project Indebtedness or (iii) Indebtedness owed by any Material Subsidiary to the Parent) of the Parent or any of its

Material Subsidiaries aggregating $200,000,000 or more shall occur if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due, or to be prepaid in full (whether by redemption, purchase or otherwise), prior to its stated maturity; or

(c) Any representation, warranty or certification made or deemed made herein (or in any modification or supplement hereto or thereto) by any Obligor, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading in any material respect as of the time made or furnished (except to the extent that any such representation, warranty or certification contains a materiality qualifier in which case such representation, warranty or certification shall be true and correct in all respects); or

(d) The Parent shall default in the performance of any of its obligations under any of Sections 6.6, 6.7, 6.8 or 6.9; or any Obligor shall default in the performance of any of its other obligations in this Agreement and such default shall continue unremedied for a period of thirty days after notice thereof to such Obligor (through notification to the Parent) by the Administrative Agent or any Lender (through the Administrative Agent); or

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

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

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

(h) A final judgment or judgments for the payment of money in excess of $200,000,000 in the aggregate shall be rendered by a court or courts against the Parent and/or any of its Material Subsidiaries or $20,000,000 against the Borrower and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Parent, the relevant Material Subsidiary or the Borrower shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; or

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

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

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

THEREUPON: (1) in the case of an Event of Default other than one referred to in clause (f) or (g) of this Article VII with respect to any Obligor, (A) the Administrative Agent may and, upon request of the Required Lenders, shall, by notice to the Borrower, cancel the Term Loan Commitments and they shall thereupon terminate, and (B) the Administrative Agent may and, upon request of Lenders holding more than 50% of the aggregate unpaid principal amount of the Term Loans shall, by notice to the Borrower, declare the principal amount then outstanding of, and the accrued interest on, the Term Loans and all other amounts payable by the Obligors hereunder (including any amounts payable under Section 2.13) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by

each Obligor; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Article VII with respect to any Obligor, the Term Loan Commitments shall automatically be canceled and the principal amount then outstanding of, and the accrued interest on, the Term Loans and all other amounts payable by the Obligors hereunder (including any amounts payable under Section 2.13) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by each Obligor.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

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

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

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

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

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

The Administrative Agent may resign at any time by notifying the Lenders and the Parent. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Parent, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent's resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Parent to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article VIII and Section 9.3 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and

information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Notices. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(a) if to the Parent or the Borrower, at Office of the Assistant Treasurer - Domestic, International Paper Parent, 400 Atlantic Street, Stamford, Connecticut 06921, Attention: Rosemarie A. Loffredo (Telecopy No. (203) 514-8263; Telephone No. (203) 541 8584);

(b) if to the Administrative Agent, to Deutsche Bank AG New York Branch, 31 West 52nd Street, New York, New York 10019, Attention of John Quinn, (Telecopy No. (212) 250-2340; Telephone No. (212) 250-6120; and

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

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto (or, in the case of any such change by a Lender, by notice to the Parent and the Administrative Agent). All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

Section 9.2 Waivers; Amendments.

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

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

Section 9.3 Expenses; Indemnity; Damage Waiver.

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

(b) Indemnification. The Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) any Term Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by the Parent or any of its Subsidiaries, or any environmental liability related in any way to the Parent or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or

proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

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

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

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

Section 9.4 Successors and Assigns.

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

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

(i) except in the case of an assignment to a Lender or an Affiliate of a Lender, each of the Parent and the Administrative Agent must give their prior written consent to

such assignment (which consent shall not be unreasonably withheld or delayed),

(ii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender's Term Loan Commitment and/or Term Loans, the amount of the Term Loan Commitment and/or Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $10,000,000, and incremental multiples of $1,000,000 unless each of the Parent and the Administrative Agent otherwise consent,

(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (provided, that the Borrower shall not be obligated to pay any such fee upon any such assignment), and

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

provided further that any consent of the Parent otherwise required under this paragraph shall not be required if an Event of Default under clause (a), (f) or
(g) of Article VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.3). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section.

Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Bank") may grant to a special purpose funding vehicle (an "SPC"), identified as such in writing from time to time by the Granting Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Term Loan that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by any SPC to make any Term Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Term Loan, the Granting Bank shall be obligated to make such Term Loan pursuant to the terms hereof. The making of a Term Loan by an SPC hereunder shall utilize the Term Loan Commitment of the Granting Bank to the same extent, and as if, such Term Loan were made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Bank). In furtherance of the foregoing, each party hereto hereby

agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.4, any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, (x) assign all or any portion of its interest in any Term Loans to the Granting Bank and (y) pledge all or a portion of its interests in any Term Loans to the Granting Bank or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Term Loans (and assign to the Granting Bank and to any such financial institution any such Term Loans upon a realization in respect of such pledge or in connection with the performance by such financial institution of its liquidity or credit support obligations) and (ii) disclose on a confidential basis any non-public information relating to its Term Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC, subject to the requirements of Section 9.13(b)(vi).

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

(d) Effectiveness of Assignments. Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(e) Participations. Any Lender may, without the consent of the Parent, the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Term Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of

such obligations and (iii) the Parent, the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii) and (iii) of the first proviso to Section 9.2(b) that affects such Participant. Subject to paragraph (f) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.

(f) Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent. A Participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.

(g) Certain Pledges. Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Term Loans and notes hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank and, with the consent of the Administrative Agent, any Lender which is a fund may pledge all or any portion of its Term Loans and notes to its trustee in support of its obligations to its trustee; provided that no pledge pursuant to this clause (g) shall release the transferor Lender from any of its obligations hereunder.

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

Section 9.5 Survival. All covenants, agreements, representations and warranties made by any Obligor herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Term Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Term Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.12, 2.13, 2.14 and 9.3 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the

repayment of the Term Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

Section 9.6 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page to this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 9.7 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 9.8 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of any Obligor against any of and all the obligations of such Obligor now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Section 9.9 Governing Law; Jurisdiction; Etc.

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

(b) Submission to Jurisdiction. Each Obligor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.

Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Obligor or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each Obligor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section
9.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

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

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

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

Section 9.13 Treatment of Certain Information; Confidentiality.

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

(b) Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement; provided that any such assignee or Participant agrees to be bound by the confidentiality provisions contained in this Section 9.13. (vii) with the consent of the Parent or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this paragraph or (B) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than the Parent. For the purposes of this paragraph, "Information" means all information received from any Obligor relating to the Parent or any of its Subsidiaries (or its business), other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Parent; provided that, in the case of information received from an Obligor after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. * * *

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

NGAHERE AOTEAROA

By: /s/ Rosemarie Loffredo
    --------------------------------------------
    Name: Rosemarie Loffredo
    Title: Chief Financial Officer and Treasurer

INTERNATIONAL PAPER COMPANY

By: /s/ Rosemarie Loffredo
    --------------------------------------------
    Name: Rosemarie Loffredo
    Title: Assistant Treasurer

LENDERS:

DEUTSCHE BANK AG NEW YORK BRANCH,
individually and as Administrative Agent

By: /s/ Hans-Josef Thiele
    --------------------------------------------
    Name: Hans-Josef Thiele
    Title: Director


By: /s/ Oliver Schwarz
    --------------------------------------------
    Name: Oliver Schwarz
    Title: Vice President

THE DAI-ICHI KANGYO BANK, LTD,
individually and as Syndication Agent

By: /s/ Nancy Stengel
    --------------------------------------------
    Name: Nancy Stengel
    Title: Vice President

BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
individually and as Documentation Agent

By: /s/ Pamela Donnelly
    --------------------------------------------
    Name: Pamela Donnelly
    Title: Vice President

COMMERZBANK AG NEW YORK AND GRAND CAYMAN
BRANCHES, individually and as Managing Agent

By: /s/ Peter Doyle
    --------------------------------------------
    Name: Peter Doyle
    Title: Vice President


By: /s/ Andrew P. Lusk
    --------------------------------------------
    Name: Andrew P. Lusk
    Title: Assistant Vice President

MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
individually and as Managing Agent

By: /s/ James H. Ramage
    --------------------------------------------
    Name: James H. Ramage
    Title: Managing Director

BNP PARIBAS

By: /s/ Christopher Criswell
    --------------------------------------------
    Name: Christopher Criswell
    Title: Director


By: /s/ William Van Nostrand
    --------------------------------------------
    Name: William Van Nostrand
    Title: Director

CREDIT LYONNAIS NEW YORK BRANCH

By: /s/ Scott R. Chappelka
    --------------------------------------------
    Name: Scott R. Chappelka
    Title: Vice President

FLEET NATIONAL BANK N.A.

By: /s/ Giulio Ronchi
    --------------------------------------------
    Name: Giulio Ronchi
    Title: Vice President

ING (US) CAPITAL, LLC

By: /s/ Peter Vissers
    --------------------------------------------
    Name: Peter Vissers
    Title: Director

NBNZ FINANCE LIMITED (a-wholly owned subsidiary of the National Bank of New Zealand)

By: /s/ Robert A. Roughan
    --------------------------------------------
    Name: Robert A. Roughan
    Title: Attorney

In the Presence of:

/s/ Roz Gunnion
--------------------------------------------
Witness Signature

THE NORINCHUKIN BANK, NEW YORK BRANCH

By: /s/ Toshiyuki Futaoka
    --------------------------------------------
    Name: Toshiyuki Futaoka
    Title: Joint General Manager

THE BANK OF NEW YORK

By: /s/ James J. Ducey
    --------------------------------------------
    Name: James J. Ducey
    Title: Vice President

FORTIS (USA) FINANCE LLC

By: /s/ Eddie Matthews
    --------------------------------------------
    Name: Eddie Matthews
    Title: Vice President


By: /s/ Catherine Gilbert
    --------------------------------------------
Name: Catherine Gilbert
Title: Assistant Vice President

INTESABCI, NEW YORK BRANCH

By: /s/ J. Carlani
    --------------------------------------------
Name: J. Carlani
Title: Vice President


By: /s/ J. Dickerhof
    --------------------------------------------
    Name: J. Dickerhof
    Title: Vice President

SANPAOLO IMI S.P.A.

By: /s/ Luca Sacchi
    --------------------------------------------
Name: Luca Sacchi
Title: Vice President


By: /s/ Carlo Persico
    --------------------------------------------
    Name: Carlo Persico
    Title: General Manager

SUMITOMO MITSUI BANKING CORPORATION

By: /s/ Edward D. Henderson Jr.
    --------------------------------------------
    Name: Edward D. Henderson
    Title: Senior Vice President

SCHEDULE II

Material Agreements

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

                                       PRINCIPAL
              ISSUE                     AMOUNT                TRUSTEE
---------------------------------   --------------   ---------------------------
3.75% Zero Coupon Convertible
   Debentures Due 2021              $2,105,000,000   The Bank of New York
8.0% Notes Due 2003                 $1,200,000,000   The Bank of New York
8-1/8% Notes Due 2005               $1,000,000,000   The Bank of New York
7-7/8% Junior Subordinated
   Deferrable Interest Debentures
   Due 2038                         $  805,000,000   The Bank of New York
6.75% Notes Due 2011                $1,000,000,000   The Bank of New York
$550 mm Variable Rate Preferred
   Stock                            $  550,000,000   n.a -- private placement
5-1/4% Junior Subordinated
   Deferrable Interest Debentures
   Due 2025                         $  450,000,000   The Bank of New York
5-3/8% Euro Notes Due 2006          $  238,175,000   Deutsche Bank
6-1/8% Notes Due 2003               $  200,000,000   The Bank of New York
7-5/8% Debentures Due 2023          $  200,000,000   The Bank of New York
6-7/8% Notes Due 2023               $  200,000,000   The Bank of New York
7-5/8% Notes Due 2007               $  200,000,000   The Bank of New York
7.35% Debentures Due 2025           $  200,000,000   The Chase Manhattan Bank
6.40% Debentures Due 2026           $  200,000,000   The Bank of New York
7.20% Debentures Due 2026           $  200,000,000   The Chase Manhattan Bank
6-7/8% Debentures Due 2029          $  200,000,000   The Bank of New York
7.005% Preferred Stock -- TCCII     $  170,000,000   n.a.-- private placement
6.50% Debentures Due 2007           $  150,000,000   The Bank of New York
7.00% Debentures Due 2006           $  150,000,000   The Bank of New York
7.10% Notes Due 2005                $  150,000,000   The Chase Manhattan Bank
7.75% Notes Due 2025                $  150,000,000   The Chase Manhattan Bank
7-7/8% Notes Due 2006               $  150,000,000   The Chase Manhattan Bank
7-5/8% Notes Due 2004               $  150,000,000   The Chase Manhattan Bank
7.50% Notes Due 2004                $  150,000,000   The Chase Manhattan Bank
8-1/8% Notes Due 2024               $  150,000,000   The Chase Manhattan Bank
9.77% Notes Due 2009                $  162,000,000   n.a.-- private placement

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

                                PRINCIPAL
           ISSUE                  AMOUNT
---------------------------   ------------
9.50% Debentures Due 2024     $150,000,000
8.875% Notes Due 2004         $350,000,000
8.375% Debentures Due 2015    $150,000,000
7.625% Notes Due 2002         $150,000,000

Exhibit 10.11

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

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

INTERNATIONAL PAPER COMPANY, as Borrower,

and

JPMORGAN CHASE BANK, as Administrative Agent

COMPOSITE COPY

5-YEAR CREDIT AGREEMENT

dated as of

March 31, 1999
between

INTERNATIONAL PAPER COMPANY

The LENDERS Party Hereto

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

CHASE SECURITIES INC.,
as Lead Arranger and Book Manager

and

JP MORGAN CHASE BANK,
as Administrative Agent

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

$750,000,000

TABLE OF CONTENTS

                                                                              Page
                                                                              ----
ARTICLE I        DEFINITIONS

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

ARTICLE II       THE CREDITS

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

ARTICLE III      REPRESENTATIONS AND WARRANTIES

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

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

ARTICLE IV       GUARANTEE

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

ARTICLE V        CONDITIONS

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

ARTICLE VI       COVENANTS OF THE COMPANY

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

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

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

ARTICLE IX       MISCELLANEOUS

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

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

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

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

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

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

ARTICLE I

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Borrowers" means the Company and each Approved Borrower.

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

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

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

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

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

"Chase" means JPMorgan Chase Bank.

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

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

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

"Commitment Termination Date" means March 30, 2004.

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

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

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

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

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

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

(a) the amount of capital stock; plus

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

(c) the cost of treasury shares

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

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

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

"Currency" means Dollars or any Foreign Currency.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such date (or if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Indemnified Taxes" means Taxes other than Excluded Taxes.

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

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

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

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

"Interest Period" means:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Obligors" means the Borrowers and the Guarantor.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a) the amount of capital stock; plus

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 1.04. Accounting Terms and Determinations.

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

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

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

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

ARTICLE II

THE CREDITS

SECTION 2.01. The Commitments; Borrowings by Approved Borrowers.

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

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

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

SECTION 2.02. Loans and Borrowings.

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.04. Competitive Bid Procedure.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.05. Funding of Borrowings.

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

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

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

SECTION 2.06. Interest Elections.

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

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

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

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

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

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

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

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

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

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

SECTION 2.07. Changes of Commitments.

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

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

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

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

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

(e) Increase of Commitments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.08. Repayment of Loans; Evidence of Debt.

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

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

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

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

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

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

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

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

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

SECTION 2.09. Prepayment of Loans.

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

(b) Mandatory Prepayments.

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

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

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

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

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

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

SECTION 2.10. Fees.

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

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

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

SECTION 2.1l. Interest.

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.13. Increased Costs.

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.15. U.S. Taxes.

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

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

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

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

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

SECTION 2.16. Foreign Taxes.

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

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

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

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

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

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

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

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

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

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

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

such participation.

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

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

SECTION 2.18. Mitigation Obligations; Replacement of Lenders.

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

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

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

ARTICLE III

REPRESENTATIONS AND WARRANTIES

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

Part A. Representations and Warranties of the Company.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 3.13. Hazardous Materials and Environmental Matters.

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

and its Consolidated Subsidiaries.

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

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

Part B. Representations and Warranties of the Approved Borrowers.

Each Approved Borrower represents and warrants to the Lenders that:

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

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

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

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

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

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

ARTICLE IV

GUARANTEE

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE V

CONDITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VI

COVENANTS OF THE COMPANY

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

Part A. Affirmative Covenants.

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

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

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

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

therefor) or any national securities exchange;

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

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

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

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

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

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

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

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

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

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

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

Part B. Negative Covenants.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VII

EVENTS OF DEFAULT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VIII

THE ADMINISTRATIVE AGENT

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

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

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

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

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

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

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

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

ARTICLE IX

MISCELLANEOUS

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

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

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

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

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

SECTION 9.02 Waivers; Amendments.

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

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

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

SECTION 9.03. Expenses; Indemnity; Damage Waiver.

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

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

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

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

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

SECTION 9.04. Successors and Assigns.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 9.09. Governing Law; Jurisdiction; Etc.

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

(b) Submission to Jurisdiction. Each Obligor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Obligor or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each Obligor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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

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

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

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

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

SECTION 9.13. Treatment of Certain Information; Confidentiality.

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

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

SECTION 9.14. European Monetary Union.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Total                                                             $750,000,000

SCHEDULE II

Material Agreements

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

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

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

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

                               PRINCIPAL
           ISSUE                AMOUNT
--------------------------   ------------
9.50% Debentures Due 2024    $150,000,000
8.875% Notes Due 2004        $350,000,000
8.375% Debentures Due 2015   $150,000,000
7.625% Notes Due 2002        $150,000,000

SCHEDULE III

Approved Borrowers

[See Definitions]

[None]

SCHEDULE IV

MCR COST

Calculation of the Mandatory Cost Rate

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

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

where on the day of application:

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

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

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

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

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

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

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

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

For the purposes of this Schedule:

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

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

"Fees Regulations" means, as appropriate, either:

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

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

SCHEDULE V

Permitted Dispositions

Arizona Chemical Company and Subsidiaries (a subsidiary of IP)

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

Chocolate Bayou Water Company (a subsidiary of IP)

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

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

                Company                  Secured Amount         Description
--------------------------------------   --------------   ----------------------
1. Georgetown Equipment Leasing           $100,000,000    Sale/leaseback of
    Association, L.P.                                     Georgetown Mill
                                                          equipment.

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

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

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

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

EXHIBIT A

[Form of Assignment and Acceptance]

ASSIGNMENT AND ACCEPTANCE

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

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

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

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

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

Syndicated Loans:

Competitive Loans:

Fees Assigned (if any):

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

[NAME OF ASSIGNOR], as Assignor

Title:

[NAME OF ASSIGNEE], as Assignee

Title:

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

INTERNATIONAL PAPER COMPANY

THE CHASE MANHATTAN BANK,
as Administrative Agent

EXHIBIT B-l

[Form of Opinion of Counsel to the Company]

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

Ladies and Gentlemen:

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

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

(a) the 5-Year Credit Agreement; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Very truly yours,

          (A) Material Subsidiary

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

EXHIBIT B-2

[Form of Opinion of Counsel to any Approved Borrower]

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

Ladies and Gentlemen:

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

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

(a) the 5-Year Credit Agreement;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Very truly yours,

EXHIBIT C

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

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

Ladies and Gentlemen:

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

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

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

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

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

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

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

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

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

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

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

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

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

Very truly yours,

[Opining and Consultant
Partner's initials]

EXHIBIT D-l

[Form of Designation Letter]

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

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

Ladies and Gentlemen:

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

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

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

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

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

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

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

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

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

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

INTERNATIONAL PAPER COMPANY

[APPROVED BORROWER]

Consent and Agree:

THE CHASE MANHATTAN BANK
as Administrative Agent

EXHIBIT D-2

[Form of Termination Letter]

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

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

Ladies and Gentlemen:

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

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

INTERNATIONAL PAPER COMPANY

EXHIBIT E

[Form of Assumption Agreement]

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

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

Ladies and Gentlemen:

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

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

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

2. The Assuming Lender (a) confirms that it has received a copy of the 5-Year Credit Agreement, together with copies of the financial statements referred to in Section 3.02 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assumption Agreement; (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the 5-Year Credit Agreement; (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the 5-Year Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (d) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the 5-Year Credit Agreement are required to be performed by it as a Lender.

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

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

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

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

6. This Assumption Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Assumption Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Assumption Agreement.

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

Very truly yours,

INTERNATIONAL PAPER COMPANY

Title:

[NAME OF ASSUMING LENDER]

Title:

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

THE CHASE MANHATTAN BANK,
As Administrative Agent

Exhibit 10.13

INDEMNITY AGREEMENT

This Agreement made and entered into by and between International Paper Company, a New York corporation (herein called the "Company"), and _____________ (herein called "Indemnitee");

WHEREAS, the Business Corporation Law of the State of New York was amended, effective July 24, 1986, so as to provide that New York business corporations are authorized to indemnify their directors and officers for any judgment, settlement or related expenses for which insurance would be permitted, provided that certain procedural safeguards are met, such as meeting necessary standards of conduct, timely notification to shareholders, and payment pursuant to the authority of the disinterested directors;

WHEREAS, Section 721 of the Business Corporation Law specifically provides that the indemnification and advancement of expenses granted pursuant to, or provided by, Sections 722 through 725 of that statute shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, provided that (1) any agreement providing for such other rights is authorized by the By-laws of the corporation, and (2) no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled;

WHEREAS, the By-Laws of the Company were amended on August 8, 1986 so as to authorize the Company to enter into agreements providing that the Company indemnify and advance expenses to its directors and officers;

WHEREAS, in addition to the indemnification to which directors and officers of the Company were or may have been entitled pursuant to the New York Business

Corporation Law and the By-Laws of the Company, and as additional consideration for their service, the Company has, in the past, furnished at its expense liability insurance protecting such directors and officers in connection with such service;

WHEREAS, the Indemnitee has indicated that he does not regard either the indemnities mandated under the New York Business Corporation Law or the liability insurance remaining in effect as adequate to protect him against the risks associated with his service to the Company, and has further indicated that his willingness to serve the Company may be dependent on his obtaining written assurances that he will have at least the same level and degree of protection against personal liability as that formerly provided by insurance; and

WHEREAS, the Company desires to have the Indemnitee serve as a director of the Company, and to serve at the request of the Company as a director or officer of a subsidiary or other corporation, partnership, trust, joint venture, employee benefit plan, or other enterprise (herein collectively referred to as an "Affiliate" of the Company);

NOW THEREFORE, in order to induce the Indemnitee to serve the Company and in consideration for his service, the Company hereby agrees to indemnify the Indemnitee as follows:

1. Agreement to Indemnify. The Company will pay on behalf of the Indemnitee, or will reimburse the Indemnitee for:

a. All costs and expenses, including reasonable Attorneys' fees and disbursements;

b. Payments incurred in settlements or other dispositions; and

c. Payment of judgments, fines or other amounts determined by a court, governmental body, arbitration panel or similar body

with respect to threatened or pending claims, actions, appeals, proceedings or investigations brought or conducted by any third party or by or in the right of the Company or an Affiliate of the Company, which are based upon, or related to, Indemnitee's service as a director of the Company or officer or director of an Affiliate of the Company, provided however, no indemnification shall be made to or on behalf of Indemnitee if a judgment or other final adjudication adverse to Indemnitee establishes that (i) Indemnitee's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or (ii) Indemnitee personally gained in fact a financial profit or other advantage to which Indemnitee was not legally entitled. Any acts of Indemnitee which constitute intentional illegal conduct shall be presumed to have been committed in bad faith. This right of indemnification shall survive the termination of Indemnitee's service as a director and shall inure to the benefit of Indemnitee and the spouse, heirs, executors and administrators of Indemnitee.

2. Advance Payment of Expenses. At the request of Indemnitee to the Company, any expenses or other amounts for which the Company may be obligated under Section 1a hereof to indemnify Indemnitee shall be paid by the Company in advance of any final determination of any action or proceeding involving Indemnitee, subject to the understanding and agreement hereby made between Indemnitee and the Company that Indemnitee will promptly repay to the Company any such advance if and to the extent it is ultimately determined, under the procedure set forth in Section 723(b) of the Business Corporation Law of the State of New York, that the Indemnitee is not entitled to indemnification under
Section 1 above.

3. Application for Indemnification. All claims for indemnification under
Section 1 hereof shall be submitted by Indemnitee to the Company together with substantiation thereof. Substantiation of a claim can be evidence of payment of a claim or evidence of a fixed obligation to pay a claim. Prior to payment of such claims by the Company, the board of directors or shareholders of the Company must, in each specific case, authorize such payment in conformity with the procedural provisions of

Section 723(b) of the Business Corporation Law of the State of New York. It is understood and agreed by the Company that the board of directors will (a) if necessary or deemed desirable, appoint independent legal counsel within thirty
(30) days after a claim is submitted, and (b) authorize and pay each such substantiated claim within sixty (60) days of submission to the Company by Indemnitee unless indemnification is prohibited due to the application of subsections (i) and (ii) of Section 1 above. Independent legal counsel shall mean a law firm or a member of a law firm (1) that neither is nor in the past five years has been retained to represent in any material matter the Company or any Affiliate, or Indemnitee or any other party to the proceeding giving rise to a claim for indemnification hereunder, and (2) the appointment of which is agreeable to the Indemnitee, which agreement shall not be unreasonably withheld. Advance payments requested under Section 2 hereof shall be made by the Company upon Indemnitee's request without any requirement of board authorization. The Company shall pay Indemnitee interest at a rate per annum equal to two percentage points above that charged by The Chase Manhattan Bank, N.A., to its prime industrial borrowers on all indemnifiable amounts paid by Indemnitee from the date of such payment.

4. Witness Expenses. This Agreement shall not in any way limit or affect the Company's power to pay (in advance or otherwise) or reimburse expenses reasonably incurred by the Indemnitee in connection with his appearance as a witness in any action at a time when he has not been formally named a defendant or respondent to such an action.

5. Enforcement. The Company agrees that its execution of this Agreement shall also constitute a stipulation by which it shall be irrevocably bound in any court in which an action by Indemnitee for enforcement of his rights shall have been commenced that failure of the Company to comply with the provisions of this Agreement will cause irreparable and irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy he may have at law or in equity with respect to a

violation of this Agreement, Indemnitee shall be entitled to injunctive relief directing specific performance by Company of its obligations under this Agreement. In the event that Indemnitee is subject to or intervenes in any legal action in which the validity or enforceability of this Agreement is at issue or institutes any legal action, for specific performance or otherwise, to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall, within thirty (30) days after written request to the Company therefore (and submission of reasonable evidence of the amount thereof), and unless there is a specific judicial finding that Indemnitee's suit was frivolous, be indemnified by the Company against all costs and expenses (including attorneys' fees and disbursements) incurred by him in connection therewith.

6. Continuation of Rights and Obligations. All rights and obligations of the Company and the indemnitee hereunder shall continue in full force and effect despite the subsequent amendment or modification of the Company's Certificate of Incorporation or By-Laws, as such are in effect on the date hereof, and such rights and obligations shall not be affected by any such amendment or modification, any resolution of directors or shareholders of the Company, or by any other corporate action which conflicts with or purports to amend, modify, limit or eliminate any of the rights or obligations of the Company and/or of the Indemnitee hereunder, except as hereinafter set forth in Section 7 hereof.

7. Amendment and Modification. This Agreement may be amended, modified or supplemented only by the written agreement of the Company and the Indemnitee; provided, however, that the Company may at any time unilaterally elect to revoke this Agreement if the board of directors thereof by resolution deems that such revocation would be in the best interest of the Company and its shareholders. In the event of such revocation, the rights and obligations of the Company and of the Indemnitee under this Agreement shall remain in full force and effect, unaffected by such revocation, but only as to any claims of indemnification made, or to be made, by the Indemnitee hereunder arising out of or otherwise

predicated upon events and/or transactions occurring prior to the effective date of such revocation. The Company shall immediately notify the Indemnitee in writing of any such revocation of this Agreement and such revocation shall be effective when notice thereof is received in the manner provided for in Section 17 of this Agreement.

8. Other Rights to Indemnification. This Agreement supersedes, cancels and replaces any previous agreement, written or oral, relating to indemnification and advancement of costs and expenses previously entered into between the Company and the Indemnitee. However, the indemnification and advancement of costs and expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under any provision of applicable law, the Certificate of Incorporation or any By-Law of the Company, or any shareholder resolution, whether as to action in his official capacity or in another capacity while occupying any of the positions or having any of the relationships referred to in this Agreement.

9. Notice of Proceeding. Indemnitee agrees to notify the Company promptly in writing if Indemnitee becomes aware of any investigation or proceeding which may be covered by this Agreement or if Indemnitee is served with any subpoena, citation, complaint, indictment or other document in a civil or criminal proceeding which may be covered by this Agreement.

10. Supplement to Insurance. The benefits provided under this Agreement by the Company are intended to supplement whatever insurance coverage does exist and shall be reduced and offset to the extent any losses and expenses are covered and paid to Indemnitee by any insurance maintained by the Company for the benefit of Indemnitee; any insurance proceeds received by Indemnitee which are subject to offset under this Section shall promptly be paid by Indemnitee to the Company.

11. Direction of Proceedings. This Agreement shall give the Company no rights to choose attorneys for Indemnitee or otherwise direct or manage proceedings referred to herein on behalf of Indemnitee.

12. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, or in the event a court of competent jurisdiction determines that any of the provisions of this Agreement contravene public policy in any way, then the remaining provisions of the Agreement (including all portions of any paragraphs of this Agreement that are not themselves invalid, illegal, unenforceable or contrary to public policy) shall remain in effect and shall be construed so as to give effect to the intent to provide a substitute for insurance coverage by extending to the Indemnitee the maximum indemnification permitted by law.

13. Successor and Assigns. This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and the spouse, heirs, executors and administrators of the Indemnitee.

14. Counterparts. This Agreement may be executed in two or more counterparts each of which shall for all purposes by deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against which enforceability is sought needs to be produced to evidence the existence of the Agreement.

15. Headings; Gender. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. Any use of the male or female gender is intended to include both males and females.

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

17. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered by hand or mailed by certified or registered mail with postage prepaid:

(a) If to INDEMNITEE, at the address indicated on the signature page hereof.

(b) If to the Company, to International Paper Company 400 Atlantic Street Stamford, CT 06921 Attention: General Counsel

(c) Or to such other person or address as may have been furnished in writing by one party to the other party to this Agreement.

IN WITNESS WHEREOF, the parties hereto caused this Agreement to be duly executed, effective as of the day and year this Agreement is executed by the Company as set forth below.

Attest:                                  By:
        ------------------------------       -----------------------------------

Date:

                                         INDEMNITEE:


Attest:
        ------------------------------   ---------------------------------------

Address:

Exhibit 10.14

[INTERNATIONAL PAPER LOGO]

January 26, 2004

Mr. John T. Dillon
One Stamford Plaza
263 Tresser Blvd. Suite 1203
Stamford, CT 06901

Dear John:

This letter shall confirm our understanding that you are prepared to assist International Paper Company (hereinafter "IPC") in providing such consulting services as may reasonably be requested from time to time by the Chairman and Chief Executive Officer of IPC (hereinafter "Consulting Services"). It is our further understanding that you have agreed to render the Consulting Services during the life of this Agreement in accordance with the following terms and conditions:

1. This Agreement shall commence on November 3, 2003 and expire on November 3, 2004, unless the Company otherwise provides notice of renewal for an additional period. You will undertake the Consulting Services on a date to be designated at IPC's discretion, or as soon thereafter as possible, it being understood that you shall be engaged in rendering such Consulting Services at such sites and times as IPC may designate.

2. As a fee for the Consulting Services hereunder, IPC agrees to pay you five thousand five hundred and no/100 dollars ($5,500.00) per diem. IPC will also compensate you for all your reasonable travel expenses including food and lodging arising out of, and in connection with, the Consulting Services, provided you submit verification of such expenses,
e.g., hotel and car rental receipts. You shall submit an invoice detailing your consulting fee and itemized travel expenses, and such invoices shall be due and payable within thirty (30) days after submission.

3. It is understood and agreed that you will personally perform your services as an independent contractor and not as an employee or agent of IPC. Accordingly, you are not authorized to commit IPC to any contractual arrangement with any third party nor will your acts of commission or omission be deemed the acts of IPC for any purpose whatsoever. Further, you will not be carried on IPC's payroll as a salaried employee, and you will not be entitled to participate in any group insurance plan, social security, or other fringe benefits that are provided to IPC employees. You shall not delegate your duties under this Agreement without the express prior written consent of IPC.

4. You warrant that you have full and complete rights to enter into this Agreement, that you are under no obligation to any present or former employer or other third party which would conflict with any part of this Agreement, and that you will assume no such obligation during the term of this Agreement. In performing the services contemplated hereunder, you warrant that you will not disclose to IPC any information which you are not legally free to disclose or for which you are under an obligation of confidentiality to any third party.

5. You agree to perform the duties that may reasonably be assigned to you hereunder to the best of your ability, experience and talents.

6. You will make and submit such oral and/or written reports and furnish such data and information regarding the details of matters arising in connection with the Consulting Services to IPC, as IPC may from time to time require. In this connection, at IPC's request, you will:

a. make periodic oral reports;

b. discuss with IPC's representatives, on an informal basis, any tentative or preliminary conclusions or recommendations;

c. submit to IPC drafts of proposed final conclusions and recommendations;

d. prepare a formal report or opinion; and,

e. deliver promptly to IPC all work performed under this Agreement and, upon expiration or termination of this Agreement, deliver promptly to IPC any remaining completed or uncompleted work under this Agreement, together with all documents, data, and confidential information belonging to IPC.

7. Without limitation, any know-how, inventions, data, sketches, drawings, notebook and work sheet entries, whether or not of a technical, operational, or economic nature, and any United States and foreign patent applications directed thereto, which is conceived or developed by you solely, or jointly with an IPC employee, and arising out of the Consulting Services shall be the sole property of IPC, and you shall perform such acts and execute such papers as are reasonably necessary to perfect IPC's title therein. It is also agreed that any and all written materials (including without limitation all sketches, drawings, blueprints, reports and memoranda) which you prepare pursuant to this Agreement, or anything produced by you in the performance of the Consulting Services shall be the sole, exclusive and entire property of IPC. As to any such materials subject to the protection of the Copyright Act of 1976, all rights to copyright and reproduction shall be the property of IPC and you agree to execute any papers necessary to perfect title and copyright in IPC. If you produce anything for IPC in which you or third parties have or claim rights you shall promptly notify IPC of the subject matter and the claimed ownership.

8. It is understood and agreed that you shall maintain all information about any matter referred to in Paragraph 7 above and all other information which IPC may supply to you whether transmitted or conveyed orally, in writing, in the form of drawings, or whether perceived or observed by you in connection with rendering the Consulting Services, as the strictly secret and confidential intellectual property of IPC (hereinafter "Intellectual Property"), and you further agree:

a. not to make any use whatsoever of such Intellectual Property, except in the performance of your duties under this Agreement, and, accordingly, without limiting the generality of the foregoing, not to use such Intellectual Property in connection with any work performed by you for yourself or any third party;

b. not to reveal to any third party any such Intellectual Property whether supplied to you by IPC or originated wholly or partially by you during the life of this Agreement; and,

c. that any such Intellectual Property submitted to you by IPC in tangible form, such as drawings, sketches, reports, etc., and any copies thereof, shall be returned to IPC upon completion of the Consulting Services.

The sole and only exception to the foregoing obligations of secrecy and confidentiality with respect to Intellectual Property shall be any of the Intellectual Property which:

a. is, or hereafter becomes, generally available to the public through, but not limited to, such means as a widely disseminated publication such as patent, and such availability to the public is not as a result of a breach of any provision hereof;

b. is known by you prior to the date of this Agreement or your employment with IPC, as can be evidenced by your written records;

c. as can be evidenced by your written records, is received by you from a third party, and such third party is not under a direct or indirect obligation of secrecy to IPC; or,

d. is released from such obligations of secrecy and confidentiality with the prior written approval of an authorized representative of IPC.

9. You agree that the payment provided for in Paragraph 2 above is full and complete compensation for all obligations undertaken hereunder and for all inventions, improvements, and rights to patents, copyrights, and trade secrets assigned to IPC under this agreement.

10. IPC shall have the right to terminate this Agreement upon the breach by you of your duties hereunder, provided that IPC gives you written notice of the breach and you

do not cure the breach within thirty (30) days after IPC gives you the written notice. You shall have the right to terminate this Agreement upon the breach by IPC of IPC's duties hereunder, provided that you give IPC written notice of the breach and IPC does not cure the breach within thirty (30) days after you give IPC the written notice.

11. All notices, submissions and other communications provided for or permitted hereunder shall be in writing and shall be made by hand delivery, express courier, or first class mail, addressed as follows:

If to you:                        If to International Paper:
John T. Dillon                    Maura A. Smith
One Stamford Plaza                International Paper
263 Tresser Blvd. Suite 1203      400 Atlantic Street
Stamford, CT  06901               Stamford, CT  06921

12. The Parties acknowledge that they were entitled to separate counsel and they have either employed such counsel or voluntarily waived their right to consult with counsel.

13. This is the complete agreement of the parties with respect to the subject matter hereof, namely consulting services to be provided by you to IPC. It does not address or supersede any other arrangement or agreement between you and IPC.

14. This agreement is of a personal nature and may not be assigned.

15. The parties hereby expressly acknowledge and agree that this Agreement is entered into in the State of Connecticut and, to the extent permitted by law, shall be construed, interpreted and enforced in accordance with the laws of the State of New York, U.S.A.

16. Any provision hereof prohibited or unenforceable under any applicable law of any jurisdiction shall, as to such jurisdiction, be ineffective without affecting any other provision of this Agreement. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived to the end that this Agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms.

17. Except for your obligations set forth in Paragraphs 6, 7, 8 and 9 above, which shall survive termination of this Agreement, there shall be no further obligations between the parties hereto upon termination of this Agreement.

If the foregoing is acceptable to you, we shall appreciate your so indicating by signing both copies of this Agreement in the spaces provided and returning one fully executed copy to Maura A. Smith, International Paper, 400 Atlantic Street, Stamford, CT 06921.

INTERNATIONAL PAPER COMPANY

AGREED TO AND ACCEPTED BY:

Exhibit 10.15

[INTERNATIONAL PAPER LOGO]

January 26, 2004

Mr. James P. Melican
39 Willowmere Circle
Riverside, CT 06878

Dear Jim:

This letter shall confirm our understanding that you are prepared to assist International Paper Company (hereinafter "IPC") in providing the consulting services set forth on Schedule A, attached hereto and made apart hereof (hereinafter "Consulting Services"). It is our further understanding that you have agreed to render the Consulting Services during the life of this Agreement in accordance with the following terms and conditions:

1. This Agreement shall commence on January 1, 2004 and expire on December 31, 2004. You will undertake the Consulting Services on a date to be designated at IPC's discretion, or as soon thereafter as possible, it being understood that you shall be engaged in rendering such Consulting Services at such sites and times as IPC may designate.

2. As a fee for the Consulting Services hereunder, IPC agrees to pay you Fifty Thousand Dollars ($50,000.00) per month, for the twelve (12) month term of this Agreement. IPC will also compensate you for all your reasonable travel expenses including food and lodging arising out of, and in connection with, the Consulting Services, provided you submit verification of such expenses, e.g., hotel and car rental receipts. You shall submit an invoice detailing your consulting fee and itemized travel expenses, and such invoices shall be due and payable within forty-five (45) days after submission.

3. It is understood and agreed that you will personally perform your services as an independent contractor and not as an employee or agent of IPC. Accordingly, you are not authorized to commit IPC to any contractual arrangement with any third party nor will your acts of commission or omission be deemed the acts of

IPC for any purpose whatsoever. Further, you will not be carried on IPC's payroll as a salaried employee, and you will not be entitled to participate in any group insurance plan, social security, or other fringe benefits that are provided to IPC employees. You shall not delegate your duties under this Agreement without the express prior written consent of IPC.

4. You warrant that you have full and complete rights to enter into this Agreement, that you are under no obligation to any present or former employer or other third party which would conflict with any part of this Agreement, and that you will assume no such obligation during the term of this Agreement. In performing the services contemplated hereunder, you warrant that you will not disclose to IPC any information which you are not legally free to disclose or for which you are under an obligation of confidentiality to any third party.

5. You agree to perform the duties that may reasonably be assigned to you hereunder to the best of your ability, experience and talents.

6. You will make and submit such oral and/or written reports and furnish such data and information regarding the details of matters arising in connection with the Consulting Services to IPC, as IPC may from time to time require. In this connection, at IPC's request, you will:

a. make periodic oral reports;

b. discuss with IPC's representatives, on an informal basis, any tentative or preliminary conclusions or recommendations;

c. submit to IPC drafts of proposed final conclusions and recommendations;

d. prepare a formal report or opinion; and,

e. deliver promptly to IPC all work performed under this Agreement and, upon expiration or termination of this Agreement, deliver promptly to IPC any remaining completed or uncompleted work under this Agreement, together with all documents, data, and confidential information belonging to IPC.

7. Without limitation, any know-how, inventions, data, sketches, drawings, notebook and work sheet entries, whether or not of a technical, operational, or economic nature, and any United States and foreign patent applications directed thereto, which is conceived or developed by you solely, or jointly with an IPC employee, and arising out of the Consulting Services shall be the sole property of IPC, and you shall perform such acts and execute such papers as are reasonably necessary to perfect IPC's title therein. It is also agreed that any and all written materials (including without limitation all sketches, drawings, blueprints, reports and memoranda) which you prepare pursuant to this Agreement, or anything

produced by you in the performance of the Consulting Services shall be the sole, exclusive and entire property of IPC. As to any such materials subject to the protection of the Copyright Act of 1976, all rights to copyright and reproduction shall be the property of IPC and you agree to execute any papers necessary to perfect title and copyright in IPC. If you produce anything for IPC in which you or third parties have or claim rights you shall promptly notify IPC of the subject matter and the claimed ownership.

8. It is understood and agreed that you shall maintain all information about any matter referred to in Paragraph 7 above and all other information which IPC may supply to you whether transmitted or conveyed orally, in writing, in the form of drawings, or whether perceived or observed by you in connection with rendering the Consulting Services, as the strictly secret and confidential intellectual property of IPC (hereinafter "Intellectual Property"), and you further agree:

a. not to make any use whatsoever of such Intellectual Property, except in the performance of your duties under this Agreement, and, accordingly, without limiting the generality of the foregoing, not to use such Intellectual Property in connection with any work performed by you for yourself or any third party;

b. not to reveal to any third party any such Intellectual Property whether supplied to you by IPC or originated wholly or partially by you during the life of this Agreement; and,

c. that any such Intellectual Property submitted to you by IPC in tangible form, such as drawings, sketches, reports, etc., and any copies thereof, shall be returned to IPC upon completion of the Consulting Services.

The sole and only exception to the foregoing obligations of secrecy and confidentiality with respect to Intellectual Property shall be any of the Intellectual Property which:

a. is, or hereafter becomes, generally available to the public through, but not limited to, such means as a widely disseminated publication such as patent, and such availability to the public is not as a result of a breach of any provision hereof;

b. is known by you prior to the date of this Agreement or your employment with IPC, as can be evidenced by your written records;

c. as can be evidenced by your written records, is received by you from a third party, and such third party is not under a direct or indirect obligation of secrecy to IPC; or,

d. is released from such obligations of secrecy and confidentiality with the prior written approval of an authorized representative of IPC.

9. You agree that the payment provided for in Paragraph 2 above is full and complete compensation for all obligations undertaken hereunder and for all inventions, improvements, and rights to patents, copyrights, and trade secrets assigned to IPC under this agreement.

10. IPC shall have the right to terminate this Agreement upon the breach by you of your duties hereunder, provided that IPC gives you written notice of the breach and you do not cure the breach within thirty (30) days after IPC gives you the written notice. You shall have the right to terminate this Agreement upon the breach by IPC of IPC's duties hereunder, provided that you give IPC written notice of the breach and IPC does not cure the breach within thirty (30) days after you give IPC the written notice.

11. All notices, submissions and other communications provided for or permitted hereunder shall be in writing and shall be made by hand delivery, express courier, or first class mail, addressed as follows:

If to you:                         If to International Paper:
James P. Melican                   Maura A. Smith
39 Willowmere Circle               International Paper
Riverside, CT  06878               400 Atlantic Street
                                   Stamford, CT  06921

12. The Parties acknowledge that they were entitled to separate counsel and they have either employed such counsel or voluntarily waived their right to consult with counsel.

13. This is the complete agreement of the parties with respect to the subject matter hereof, namely consulting services to be provided by you to IPC. It does not address or supersede any other arrangement or agreement between you and IPC.

14. This agreement is of a personal nature and may not be assigned.

15. The parties hereby expressly acknowledge and agree that this Agreement is entered into in the State of Connecticut and, to the extent permitted by law, shall be construed, interpreted and enforced in accordance with the laws of the State of New York, U.S.A.

16. Any provision hereof prohibited or unenforceable under any applicable law of any jurisdiction shall, as to such jurisdiction, be ineffective without affecting any other provision of this Agreement. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived to the end that this

Agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms.

17. Except for your obligations set forth in Paragraphs 6, 7, 8 and 9 above, which shall survive termination of this Agreement, there shall be no further obligations between the parties hereto upon termination of this Agreement.

If the foregoing is acceptable to you, we shall appreciate your so indicating by signing both copies of this Agreement in the spaces provided and returning one fully executed copy to Maura A. Smith, International Paper, 400 Atlantic Street, Stamford, CT 06921.

INTERNATIONAL PAPER COMPANY

AGREED TO AND ACCEPTED BY:

SCHEDULE A

Description of the Consulting Services

The consulting services will include: Providing consulting services to IPC in connection with its majority-owned subsidiary, Siding Administration and Recovery Maximization Company ("SARMCo").

In addition, the Consulting Services may include services reasonably requested from time to time by the Chairman and Chief Executive Officer of IPC.