BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Administrative Agent, THE CHASE MANHATTAN BANK as Syndication Agent, NATIONAL WESTMINSTER BANK PLC, as Documentation Agent,

EXECUTION COPY

__________________________________________________________________________

1997 REVOLVING CREDIT AGREEMENT

among

BOISE CASCADE CORPORATION,

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Administrative Agent,

THE CHASE MANHATTAN BANK
as Syndication Agent,

NATIONAL WESTMINSTER BANK PLC,
as Documentation Agent,

and

THE FINANCIAL INSTITUTIONS PARTIES THERETO

Dated as of March 11, 1997

__________________________________________________________________________

TABLE OF CONTENTS

Page

ARTICLE I

Definitions

SECTION 1.01. Certain Defined Terms. . . . . . . . . . . . . . . .

ARTICLE II

Representations

SECTION 2.01. Representations as of Date of Agreement. . . . . . .
SECTION 2.02. Representations for Closing and Incremental
Borrowing . . . . . . . . . . . . . . . . . . . .

ARTICLE III

Terms of Credit

SECTION 3.01. Commitment To Lend . . . . . . . . . . . . . . . . .
SECTION 3.02. Reduction or Increase of Commitments . . . . . . . .
SECTION 3.03 Facility Fees. . . . . . . . . . . . . . . . . . . .
SECTION 3.04. Method of Borrowing. . . . . . . . . . . . . . . . .
SECTION 3.05. Repayment and Prepayment . . . . . . . . . . . . . .
SECTION 3.06. Calculation and Payment of Interest. . . . . . . . .
SECTION 3.07. Payments . . . . . . . . . . . . . . . . . . . . . .
SECTION 3.08. Pro Rata Treatment; Sharing. . . . . . . . . . . . .
SECTION 3.09. Loan Accounts and Notes. . . . . . . . . . . . . . .
SECTION 3.10. Illegality and Change in Law . . . . . . . . . . . .
SECTION 3.11. U.S. Tax Treaty Certificate. . . . . . . . . . . . .
SECTION 3.12. Compensation for Special Reserve Requirements
and Taxes . . . . . . . . . . . . . . . . . . . .
SECTION 3.13. Unavailability of Rates. . . . . . . . . . . . . . .
SECTION 3.14. Interest Limitation. . . . . . . . . . . . . . . . .
SECTION 3.15. Assignments; Delegation of Lending
Commitments; Participations . . . . . . . . . . .
SECTION 3.16. Special Mandatory Prepayment . . . . . . . . . . . .
SECTION 3.17. Lending Offices. . . . . . . . . . . . . . . . . . .
SECTION 3.18. Survival . . . . . . . . . . . . . . . . . . . . . .

ARTICLE IV

Conditions Precedent

SECTION 4.01. Initial Loans. . . . . . . . . . . . . . . . . . . .
SECTION 4.02. Incremental Borrowings . . . . . . . . . . . . . . .
SECTION 4.03. Other Borrowings . . . . . . . . . . . . . . . . . .

ARTICLE V

Affirmative Covenants

SECTION 5.01. Information and Reports To Be Furnished by
the Company . . . . . . . . . . . . . . . . . . .
SECTION 5.02. Accounts . . . . . . . . . . . . . . . . . . . . . .
SECTION 5.03. Prompt Payment of Indebtedness . . . . . . . . . . .
SECTION 5.04. Conduct of Business and Corporate Existence. . . . .
SECTION 5.05. Maintenance of Property and Leases . . . . . . . . .
SECTION 5.06. Insurance. . . . . . . . . . . . . . . . . . . . . .
SECTION 5.07. Use of Proceeds. . . . . . . . . . . . . . . . . . .

ARTICLE VI

Financial Covenants

SECTION 6.01. Senior Funded Debt . . . . . . . . . . . . . . . . .
SECTION 6.02. Restrictions on Secured Debt . . . . . . . . . . . .
SECTION 6.03. Minimum Net Worth. . . . . . . . . . . . . . . . . .
SECTION 6.04. Consolidation, Merger, and Sale of All Assets. . . .

ARTICLE VII

Default

SECTION 7.01. Events of Default. . . . . . . . . . . . . . . . . .
SECTION 7.02. Acceleration of Loans. . . . . . . . . . . . . . . .

ARTICLE VIII

The Agents

SECTION 8.01. Appointment and Authorization. . . . . . . . . . . .
SECTION 8.02. Delegation of Duties . . . . . . . . . . . . . . . .
SECTION 8.03. Liability of Agents. . . . . . . . . . . . . . . . .
SECTION 8.04. Reliance by Agents . . . . . . . . . . . . . . . . .
SECTION 8.05. Notice of Default. . . . . . . . . . . . . . . . . .
SECTION 8.06. Credit Decision. . . . . . . . . . . . . . . . . . .
SECTION 8.07. Indemnification. . . . . . . . . . . . . . . . . . .
SECTION 8.08. Agent in Individual Capacity . . . . . . . . . . . .
SECTION 8.09. Successor Administrative Agent . . . . . . . . . . .
SECTION 8.10. Arrangement and Agency Fees. . . . . . . . . . . . .
SECTION 8.11. Syndication Agent; Documentation Agent . . . . . . .

ARTICLE IX

Miscellaneous

SECTION 9.01. Waivers. . . . . . . . . . . . . . . . . . . . . . .
SECTION 9.02. Expenses . . . . . . . . . . . . . . . . . . . . . .
SECTION 9.03. Offsets. . . . . . . . . . . . . . . . . . . . . . .
SECTION 9.04. Governing Law. . . . . . . . . . . . . . . . . . . .
SECTION 9.05. Counterparts . . . . . . . . . . . . . . . . . . . .
SECTION 9.06. Notices. . . . . . . . . . . . . . . . . . . . . . .
SECTION 9.07. Amendments . . . . . . . . . . . . . . . . . . . . .
SECTION 9.08. Successors . . . . . . . . . . . . . . . . . . . . .
SECTION 9.09. Assignment . . . . . . . . . . . . . . . . . . . . .
SECTION 9.10. Dispositions . . . . . . . . . . . . . . . . . . . .
SECTION 9.11. Effective Date . . . . . . . . . . . . . . . . . . .
SECTION 9.12. Consent to Jurisdiction. . . . . . . . . . . . . . .
SECTION 9.13. Confidentiality. . . . . . . . . . . . . . . . . . .
SECTION 9.14. Interpretation . . . . . . . . . . . . . . . . . . .
SECTION 9.15. Entire Agreement . . . . . . . . . . . . . . . . . .
SECTION 9.16. Waiver of Jury Trial . . . . . . . . . . . . . . . .

SCHEDULES

Schedule 1 - Banks, Commitments and Addresses
Schedule 2 - Form of Promissory Note
Schedule 3 - Form of Opinion of Company Counsel

REVOLVING CREDIT AGREEMENT dated as of
March 11, 1997, among BOISE CASCADE
CORPORATION, a Delaware corporation having
its principal office at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (herein called the
"Company"), and the undersigned banks (herein
collectively called the "Banks"), BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIA-
TION ("Bank of America") (in its capacity as
the Administrative Agent), THE CHASE
MANHATTAN BANK ("Chase") (in its capacity as
Syndication Agent), and NATIONAL WESTMINSTER
BANK PLC ("NatWest") (in its capacity as the
Documentation Agent).

The Company has requested the Banks to extend
credit to the Company for the general corporate purposes of
the Company. The Banks are prepared to extend credit as
requested by the Company, on the terms hereof, and,
accordingly, the parties agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Certain Defined Terms. The
following definitions shall apply throughout this Agreement:

"Administrative Agent" means Bank of America, in
its capacity hereunder as Administrative Agent for the Banks.

"Agents" means Bank of America, Chase, and
NatWest.

"Affiliate" of a specified Person means any other
Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by or is under
common control with the Person specified.

"Agent-Related Persons" means Bank of America,
Chase and NatWest (in their respective capacities as Agents
hereunder), and any successor agent arising under
Article VIII, together with their respective Affiliates and
the officers, directors, employees, agents and attorneys-in-
fact of such Persons and Affiliates.

"Agreement" means this Revolving Credit Agreement
dated as of March 11, 1997 among the Company, the Banks and
the Agents.

"Applicable Percentage" means, with respect to any
Bank, the percentage of the total Commitments represented by
such Bank'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.

"Bank" means each financial institution which is a
signatory to this Agreement and its successors and assigns
permitted by this Agreement and includes the Agents in their
capacities as lenders.

"Banking Day" means a day on which banks are
required to be open for business in New York, New York, and
San Francisco, California and transfers of funds can be made
within the Federal Reserve System and with respect to LIBOR
Loans, a day on which banking transactions in United States
dollar deposits between banks are carried on in London,
England, New York, New York, and San Francisco, California.

"Bankruptcy Code" means the Federal Bankruptcy
Reform Act of 1978 as amended from time to time (11 U.S.C.
Section 101, et seq.).

"Base Rate" for any day means the greater of
(a) the daily Federal Funds Rate for such day plus .50% Per
Annum or (b) the arithmetic average (rounded if necessary to
the nearest 1/100 of a percentage point) of the interest
rate publicly announced by each Agent to be its "prime rate"
or "reference rate", as the case may be, for such day. Any
change in the rate quoted by any Agent as its "prime rate"
or "reference rate", as the case may be, shall take effect
on the day specified in the public announcement of such
change.

"Base Rate Loans" means the Loans included in a
borrowing requested by the Company when the borrowing
request specifies that the Borrowing Rate shall be based on
the Base Rate. Each such Loan is referred to as a "Base
Rate Loan".

"Board of Directors" means the board of directors
of the Company.

"Borrowing Rate" means the interest rate
applicable to any Loan determined pursuant to one of the
three optional methods set forth in subparagraphs (a), (b),
and (c) below, as selected by the Company pursuant to the
provisions of Section 3.04(a) or 3.04(b) in the case of a
Revolving Loan:

(a) LIBOR. In the case of a Revolving Loan, if
the Company elects to use LIBOR, the Borrowing Rate shall be
equal to the sum of (x) LIBOR for the Interest Period plus
(y) the applicable incremental rate Per Annum as determined
by the Borrowing Rate and Facility Fee Table.

(b) Base Rate. In the case of a Revolving Loan,
if the Company elects to use the Base Rate, the Borrowing
Rate shall be equal to the sum of (x) Base Rate plus (y) the
applicable incremental rate Per Annum as determined by the
Borrowing Rate and Facility Fee Table.

(d) The incremental rate as determined by the
Borrowing Rate and Facility Fee Table shall be established
as of the beginning of each Interest Period and shall be
readjusted during such Interest Period for any changes in
the Company's senior unsecured long-term debt credit rating,
effective as of the date of the announcement of such rating
change.

"Borrowing Rate and Facility Fee Table" means the
following table which provides the pricing level which will
be used to determine the Incremental Rate Per Annum for the
Borrowing Rate applicable to any Revolving Loan and the
facility fee.

BORROWING RATE AND FACILITY FEE TABLE
(expressed in basis points per annum)

Pricing Level ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇

▇▇▇▇▇ Incremental
Rate 20.00 25.00 30.00 40.00 50.00

Base Incremental
Rate 0.00 0.00 0.00 0.00 0.00

Facility Fee 10.00 12.50 15.00 22.50 30.00

Incremental rate Per Annum and facility fee level
description based on the Company's senior unsecured
long-term debt rating as announced from time to time:

Level 1: BBB+ from S&P or Baa1 from ▇▇▇▇▇'▇ or greater.
Level 2: BBB from S&P or Baa2 from ▇▇▇▇▇'▇.
Level 3: BBB- from S&P or Baa3 from ▇▇▇▇▇'▇.
Level 4: BB+ from S&P or Ba1 from ▇▇▇▇▇'▇.
Level 5: Equal to or less than BB from S&P or Ba2 from
▇▇▇▇▇'▇, or no rating available from S&P or
▇▇▇▇▇'▇.

Note: In the event the ratings of the two rating agencies
do not result in the same incremental rate Per Annum or
facility fee, the credit rating which results in the lower
incremental rate Per Annum or facility fee shall be
applicable unless one of the two ratings is two or more
levels lower than the other, in which case, the level
immediately below that of the higher rating shall apply;
provided, however, if no rating is available from S&P or
▇▇▇▇▇'▇ due to reasons other than issues relating to the
Company, the rating of the remaining agency shall be used to
determine the incremental rate Per Annum and the facility
fee.

"Broken Interest Period Amount" means in respect
of (i) any failure to borrow following notice given pursuant
to Sections 3.04(a) or 3.04(b) or (ii) any repayment of a
LIBOR Loan which occurs other than at the end of an Interest
Period, the amount by which (a) the interest which would
have been received from the Company on the amount not
borrowed or the amount prepaid in respect of the portion of
the Interest Period remaining after the date of the failure
to borrow or prepayment exceeds (b) the interest which the
applicable Bank or Banks could hypothetically obtain by
investing the amount so prepaid or not borrowed in the
interbank dollar market corresponding to the LIBOR Rate in
effect at the time of the failure to borrow or the
prepayment for the Loan or Loans prepaid for the remaining
portion of the Interest Period. The amount of hypothetical
interest required for calculation of clause (b) shall be
determined in good faith by each Bank, which determination
shall be conclusive absent manifest error. If a Bank
determines that the calculation required by clause (b)
cannot be made because there is no market for LIBOR
interbank dollar deposits as required by such clause, the
Bank shall make the calculation on the basis of such other
interbank dollar deposit market as may be reasonably
available upon which to base such calculation.

"Capital" means the Consolidated Indebtedness of
the Company and its Restricted Subsidiaries, plus the
Consolidated Net Worth of the Company and its Restricted
Subsidiaries.

"Capital Stock" as applied to the stock of any
corporation, means the capital stock of every class whether
now or hereafter authorized, regardless of whether such
capital stock shall be limited to a fixed sum or percentage
with respect to the rights of the holders thereof to
participate in dividends and in the distribution of assets
upon the voluntary or involuntary liquidation, dissolution
or winding up of such corporation.

"CERCLA" means the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980 (42 U.S.C.
Sections 9601 et seq.).

"Code" means the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated
thereunder as from time to time in effect.

"Commitment" means in respect of any Bank the
aggregate amount of money which such Bank is obligated to
lend to the Company pursuant to the Agreement at the time of
determination of such Bank's Commitment including Revolving
Loans then outstanding and assuming that all conditions
precedent to such Bank's obligation to lend money have been
satisfied; provided, however that the term "Commitment"
shall not include the Swingline Commitments. The initial
Commitment of each Bank hereunder shall be the amount set
forth opposite such Bank's name in Schedule 1 hereto. The
Commitment is subject to optional and mandatory reduction in
accordance with Section 3.02 or adjustment in accordance
with Section 3.02.

"Company" shall include and mean not only Boise
Cascade Corporation but also its successive successors and
assigns. Nothing in the foregoing shall authorize any
transaction by the Company which is prohibited by
Sections 6.04 or 9.09. The phrase "Company and its
Restricted Subsidiaries," when used in connection with
calculations involving financial covenants, shall exclude
assets, liabilities, equity, earnings, and losses of
Unrestricted Subsidiaries.

"Consolidated" when used with reference to any
term defined herein, means that term as applied to the
accounts of the Company and its Restricted Subsidiaries
unless the language of any specific provision in which this
definition is used shall indicate a specific intent that the
consolidation called for shall be of the Company and its
Subsidiaries. Each such consolidation shall be prepared in
accordance with Generally Accepted Accounting Principles.

"Documentation Agent" means NatWest.

"Domestic Lending Office" means, with respect to
each Bank, the office of such Bank or its Affiliate
specified as its "Domestic Lending Office" below its name on
the signature pages hereof or such other office of such Bank
or its Affiliate as such Bank may from time to time specify
to the Administrative Agent and the Company as the office of
such Bank or its Affiliate at which Base Rate Loans made by
such Bank are to be maintained.

"EBITDA" means, for any fiscal period, (a) Con-
solidated Net Income for such period, adjusted to exclude,
to the extent taken into account in determining such
Consolidated Net Income and without duplication, for such
period, the aggregate amount of (i) interest expense, (ii)
income tax expense, (iii) minority interest, (iv)
depreciation, amortization and other non-cash charges which
do not require a cash outlay in such period or future
periods, and (v) non-cash income or gains which do not
involve cash receipts in such period or future periods and
(vi) equity in net income or loss of unconsolidated
affiliates plus (b) cash distributions from unconsolidated
affiliates.

"Environmental Claims" means all claims, however
asserted, by any Governmental Authority or other Person
alleging potential liability or responsibility for violation
of any Environmental Law, or for release of hazardous
substances or injury to the environment.

"Environmental Laws" means all federal, state, and
local laws, statutes, common law duties, rules, regulations,
ordinances and codes, together with all administrative
orders, directed duties, requests, licenses, authorizations
and permits of, and agreements with, any Governmental
Authorities, in each case relating to environmental, health,
safety and land use matters.

"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and the rules and
regulations promulgated thereunder as from time to time in
effect.

"ERISA Affiliate" means any trade or business
(whether or not incorporated) under common control with the
Company within the meaning of Section 414(b) or (c) of the
Code (and Sections 414(m) and (o) for purposes of provisions
relating to Section 412 of the Code).

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

"1989 ESOP" means the amendments to the Company's
Savings and Supplemental Retirement Plan adopted pursuant to
a resolution of its Board of Directors dated May 2, 1989,
and the transactions related thereto, including refinancing
by the Trustee of such plan of any debt incurred in
connection therewith.

"Event of Default" has the meaning given it in
Section 7.01.

"Expansion Option" shall have the meaning set
forth in Section 3.02.

"Eurodollar Lending Office" means, with respect to
each Bank, the office of such Bank or its Affiliate
specified as its "Eurodollar Lending Office" below its name
on the signature pages hereof or such other office of such
Bank or its Affiliate as such Bank may from time to time
specify to the Administrative Agent and the Company as the
office of such Bank or its Affiliate at which LIBOR Rate
Loans made by such Bank are to be maintained.

"Federal Funds Rate" means, for any day, (a) the
rate set forth in the weekly statistical release designated
as H.15 (519), or any successor publication published by the
Federal Reserve Bank of New York, on the preceding Business
Day opposite the caption "Federal Funds (Effective)"; or,
(b) if such rate is not so published on any such preceding
Business Day, the rate for such day will be the arithmetic
mean (rounded upwards, if necessary to the next 1/100th of
1%) as determined by the Administrative Agent of the rates
for the last transaction in overnight Federal funds arranged
prior to 9:00 a.m. (New York City time) on that day by each
of three leading brokers of Federal funds transactions in
New York City selected by the Administrative Agent, subject
to subsequent adjustment to the rate as determined in (a)
above when such rate is available.

"Fiscal Year" and "Fiscal Quarter" means the
fiscal year and fiscal quarter, respectively, used at the
time by the Company for reporting income for purposes of
federal taxes based thereon.

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

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

"Indebtedness" as applied to any Person means
(a) all indebtedness of such Person for money borrowed, the
deferred purchase price of property (excluding current
accounts payable incurred in the ordinary course of
business), noncontingent obligations in respect of letters
of credit, banker's acceptances, or similar instruments and
leases required to be capitalized pursuant to Generally
Accepted Accounting Principles; and (b) all direct or
indirect, contingent or absolute guarantees by such Person
of the liabilities of others for money borrowed. The term
"Indebtedness" does not include unfunded pension or other
post-retirement liabilities, nor shall it include any amount
recorded on the financial statements of the Company in
respect of the 1989 ESOP. In situations where the Company
or a Restricted Subsidiary guarantees the liability of a
Restricted Subsidiary for money borrowed, the calculation of
Indebtedness shall be on a Consolidated basis.

"Indemnified Liabilities" has the meaning given to
it in Section 8.07(b).

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

"Insurance Company" has the meaning ascribed to it
in Section 5.06.

"Interest Period" means:

(a) LIBOR. With respect to calculation of
interest on Revolving Loans subject to LIBOR, a period of
either one week or one, two, three, or six months in
duration specified by the Company pursuant to
Section 3.04(a) or 3.04(b); provided, however, if any LIBOR
Interest Period determined pursuant to the preceding
sentence ends on a day which is not a Banking Day, then such
LIBOR Interest Period shall end on the next Banking Day
unless the next succeeding Banking Day is in the next
calendar month, in which event such Interest Period shall
end on the last Banking Day of the calendar month of the day
on which it would have otherwise ended; provided further,
however, if an Event of Default exists, the Company may not
elect a LIBOR interest period which exceeds one month.

(b) Base Rate. With respect to calculation of
interest on Revolving Loans subject to the Base Rate, a
period beginning on the date on which the Loan is made and
running to the last day of the calendar quarter in which the
Loan was made; provided that, the Company may at its option
terminate the Interest Period of any Base Rate Loan on any
date prior to its normal expiration by giving notice of a
reborrowing of funds owed pursuant to such Loan in
accordance with Section 3.04(b) or a notice of prepayment in
accordance with Section 3.05(b).

(c) Swingline Rate. With respect to calculation
of interest on Swingline Loans, a period of up to seven
days, beginning on the date the Swingline Loan is made and
ending on the date set forth in the Swingline Quote;
provided that the Company may, at its option, terminate the
Interest Period of any Swingline Loan on any date prior to
its normal expiration by a notice of prepayment in
accordance with Section 3.05(b).

(d) Duration Provisions. No Interest Period may
be selected by the Company which extends beyond the
Termination Date.

"IRS" means the Internal Revenue Service or any
entity succeeding to any of its principal functions under
the Code.

"LIBOR" means for any Interest Period the TeleRate
Rate (currently shown on screen T3750) at approximately
11:00 a.m. London time, two Banking Days prior to the first
day of the applicable Interest Period; or, if such rate is
unavailable or no longer published, an interest rate Per
Annum which is equal to the arithmetic average (rounded up
to the nearest 1/32 of a percentage point) of the rates of
interest notified to the Administrative Agent by each of the
Reference Banks as the rate at which United States dollars
would be offered by such Reference Bank to prime banks in
the London interbank market at approximately 11 a.m. London
time, two Banking Days prior to the first day of the
applicable Interest Period for the specified Interest Period
and in an amount equal to the amount of the Loan requested
from the Reference Bank. If any one Reference Bank fails to
quote such a rate, the calculation of LIBOR shall be made on
the basis of the rates quoted by the remaining two Reference
Banks; if any two of the Reference Banks shall be unable or
otherwise fail to notify a rate or shall notify the
Administrative Agent that funds in an amount equal to the
Reference Bank's share of the Loan requested are not
generally available in the LIBOR market, the Borrowing Rate
shall be determined on the basis of the Base Rate without
prejudice to the right of the Company to reborrow on the
basis of LIBOR once available.

When the Company gives notice of a borrowing
specifying LIBOR as the method of determination of the
interest rate, the Administrative Agent shall promptly
obtain the quotations from the Reference Banks provided for
above (if required), calculate LIBOR and the Borrowing Rate
for the requested Loan and notify the Company of the
Borrowing Rate applicable to such Loan. Borrowing Rate
calculations for LIBOR Loans shall be made by the
Administrative Agent in consultation with the Company.

"LIBOR Loans" means the Revolving Loans included
in a borrowing requested by the Company when the borrowing
request specifies that the Borrowing Rate shall be based on
LIBOR. Each such Revolving Loan is referred to as a "LIBOR
Loan".

"Loan" means any Revolving Loan or Swingline Loan.

"Majority Banks" means at any time and for any
specific purpose the Bank or Banks holding at least 51% in
aggregate unpaid principal amount of the Revolving Loans,
or, if no Revolving Loans are at the time outstanding, the
Bank or Banks having at least 51% of the aggregate
Commitments.

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

"Material Adverse Effect" means (i) a material
adverse change in or a material adverse effect upon the
operations, business, properties, condition (financial or
otherwise) or prospects of the Company or the Company and
its Subsidiaries taken as a whole; (ii) a material
impairment of the ability of the Company to perform under
this Agreement and to avoid any Event of Default; or (iii) a
material adverse effect upon the legality, validity, binding
effect or enforceability against the Company of this
Agreement.

"Material Subsidiary" means, at any time, any
Subsidiary where the Company's investment in the
Subsidiary, as of the last day of the preceding fiscal
quarter, shall exceed 10% of Consolidated Net Assets of the
Company and its Restricted Subsidiaries, in each case, based
upon the Company's most recent annual or quarterly financial
statements delivered under Section 5.01.

"Maximum Capitalization Ratio" means the ratio of
Senior Funded Debt to Capital, in each case determined on a
Consolidated basis.

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

"Multiemployer Plan" means a "multiemployer plan"
(within the meaning of Section 4001(a)(3) of ERISA) and to
which the Company or any ERISA Affiliate makes, is making,
or is obligated to make contributions or, during the
preceding three calendar years, has made, or been obligated
to make, contributions.

"Net Assets" means with respect to any Person the
aggregate amount of assets (less applicable reserves and
other properly deductible items) of such Person after
deducting therefrom (i) liabilities other than (x) deferred
income taxes, (y) Indebtedness, and (z) liabilities in
respect of the 1989 ESOP; and (ii) Restricted Investments,
all as recorded in the books and records of such Person kept
in accordance with Generally Accepted Accounting Principles.
For purposes of this definition, the term "liability" shall
not include amounts recorded on the Company's balance sheet
under the headings "Shareholders' Equity" and "Mandatory
Redeemable Preferred Stock."

"Net Income" for any period means the net income
(or loss) of the Person or Persons referred to before
extraordinary items, determined in accordance with Generally
Accepted Accounting Principles.

"Net Worth" means total shareholders' equity and
minority interest, in each case determined on a Consolidated
basis.

"Notes" means the promissory notes of the Company
delivered to the Banks pursuant to Section 3.09, if any such
promissory notes are requested.

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

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

"Per Annum" as to LIBOR, Base Rate Loans based on
the Federal Funds Rate, Swingline Rate, and the facility fee
means a calculation based on a year having 360 days, for the
actual days elapsed and, as to the Base Rate (except where
based on the Federal Funds Rate), a calculation based on a
year having 365 days or 366 days, as the case may be, for
the actual days elapsed.

"Person" means a corporation, association, joint
venture, partnership, limited liability company, trust,
organization, business, individual or government or any
governmental agency or political subdivision thereof.

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

"Principal Financial Officer" means the Chairman
of the Board, any vice president in charge of financial
affairs, the Treasurer or the Controller of the Company.
The term "Officers' Certificate" shall mean a certificate
signed by a Principal Financial Officer.

"Principal Property" means (a) any mill,
converting plant, manufacturing plant or other facility
owned at the date hereof or hereafter acquired by the
Company or any Restricted Subsidiary of the Company which is
located within the present 50 states of the United States of
America or Canada and the gross book value (including
related land and improvements thereon and all machinery and
equipment included therein without deduction of any
depreciation reserves) of which on the date as of which the
determination is being made exceeds 5% of Consolidated Net
Assets, and (b) Timberlands, in each case other than (i) any
property which is designated in a resolution of the Board of
Directors as not being of material importance to the total
business conducted by the Company as an entirety or (ii) any
portion of a particular property which is similarly found
not to be of material importance to the use or operation of
such property or (iii) any minerals or mineral rights.

"Reference Banks" means Bank of America, Chase and
NatWest.

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

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

"Restricted Investments" means investments in
Unrestricted Subsidiaries and Securities other than:

(a) investments in Restricted Subsidiaries;

(b) investments in prime grade marketable
Securities;

(d) investments in Persons which within 18 months
of the first investment become Restricted Subsidiaries.

"Restricted Subsidiary" means any Subsidiary of
the Company; provided, however, there shall be excluded
(i) Subsidiaries substantially all of whose assets consist
of loans to the Company and its Subsidiaries from funds
obtained by borrowings, guaranteed by the Company, and
(ii) any Subsidiary declared by the Board of Directors to be
an Unrestricted Subsidiary, provided, however, at the time
of declaration there can be no Event of Default and the
Company must be able to incur $1 of additional Senior Funded
Debt under the terms of this Agreement. Any Subsidiary
declared an Unrestricted Subsidiary may later be declared a
Restricted Subsidiary by a Principal Financial Officer,
provided that (a) there is no Event of Default and the
Company is able to incur $1 of additional Senior Funded Debt
under the terms of this Agreement and (b) such Subsidiary
does not have any outstanding secured Indebtedness that
would be prohibited by Section 6.02 if such Subsidiary had
been a Restricted Subsidiary for the entire time it has been
a Subsidiary.

"Revolving Loan" means, in respect of any Bank,
each separate advance of funds made by such Bank to the
Company pursuant to a request for a borrowing by the Company
made pursuant to Section 3.04(a) or 3.04(b). Each
reborrowing made by the Company pursuant to Section 3.04(b)
or 3.04(c) shall constitute a separate Revolving Loan.

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

"Securities" means any stock, shares or other
form of equity ownership interest in any Person, any bonds,
debentures, notes or other indebtedness for money borrowed
issued by any Person and any guarantee of any of the
foregoing or any warrant, option or other right to subscribe
for or purchase any of the foregoing. Any of the foregoing
rights and interests shall be treated as a Security for
purposes of this Agreement whether or not they are evidenced
by a certificate or other written instrument or agreement.

"Senior Funded Debt" means Indebtedness that is
not subordinated in right of payment to the Loans and is
classified, in accordance with Generally Accepted Accounting
Principles, as long-term debt (and the current portion
thereof) as of the date of determination. Senior Funded
Debt shall also include all direct or indirect, contingent,
or absolute guarantees of Indebtedness by the Company or a
Restricted Subsidiary other than guarantees with respect to
the 1989 ESOP.

"Special Counsel to the Agents" means Cravath,
Swaine & ▇▇▇▇▇.

"Subsidiary" or "Subsidiaries" means any Person of
which the Company and/or any of its other Subsidiaries (as
herein defined) directly or indirectly owns at the time at
least a majority of the outstanding stock or shares of
beneficial interest having by the terms thereof ordinary
voting power to elect a majority of the directors (or other
persons performing similar functions) of such Person,
irrespective of whether or not at the time shares of any
other class or classes of such Person shall have or might
have voting power by reason of the happening of any
contingency. Cuban Electric Company, a Florida corporation,
shall not be deemed to be a "Subsidiary" so long as neither
the Company nor any other Subsidiary shall have outstanding
any investment in said corporation (other than investments
existing on December 31, 1972) or any guaranty of the
Indebtedness of any corporation.

"Swingline Bank" means Bank of America or Chase.

"Swingline Borrowing" means a borrowing of a
Swingline Loan made by the Company from a Swingline Bank for
up to seven days.

"Swingline Commitment" means $25,000,000 for each
Swingline Bank.

"Swingline Loan" means each separate advance of
funds made by a Swingline Bank to the Company pursuant to a
request by the Company made pursuant to Section 3.04(f).

"Swingline Quote" means a Swingline Rate quoted by
a Swingline Bank in writing via facsimile, which quote shall
state the Interest Period, which shall not exceed seven
days. Such rate shall be quoted no later than 30 minutes
after the time of the request for the Swingline Quote.

"Swingline Rate" means the rate quoted to the
Company from a Swingline Bank for a Swingline Borrowing.

"Syndication Agent" means Chase.

"Termination Date" means June 28, 2002, or any
earlier date established under Sections 3.02(b), 3.16 or
7.02 if the Commitments of all Banks are terminated in full.

"Timberlands" means any real property of the
Company or any Restricted Subsidiary of the Company located
within the present 50 states of the United States of America
or Canada, which directly provides a material portion of the
fiber required to operate any mill, converting plant,
manufacturing plant or other facility included in
subsection (a) of the definition of Principal Property and
which contains standing timber which is (or upon completion
of a growth cycle then in process is expected to become) of
a commercial quantity and of merchantable quality,
excluding, however, any such real property which at the time
of determination is held primarily for development or sale,
and not primarily for the production of forest products.

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

"Unrestricted Subsidiary" means any Subsidiary in
whom the Company or any Subsidiary has an investment other
than a Restricted Subsidiary.

ARTICLE II

Representations

SECTION 2.01. Representations as of Date of
Agreement. The Company represents and warrants that as of
the date hereof:

(a) Subsidiaries. The Company has heretofore
furnished to the Administrative Agent a correct list of all
Subsidiaries as of December 31, 1996 (excepting those whose
total assets are less than $10,000,000 individually and
$25,000,000 collectively), and except as set forth on such
list, and except for directors' qualifying shares, the
Company and/or another Subsidiary or Subsidiaries owns, with
unrestricted right to vote, all of the issued and
outstanding shares of voting stock of each such Subsidiary,
and all such shares of stock of any such Subsidiary have
been duly authorized and issued and are fully paid and
nonassessable.

(b) Annual Reports and Financial Information.
There have been furnished to each Bank copies of the
Consolidated balance sheets of the Company and its
Subsidiaries (when and as acquired) at December 31 in the
years 1993 through 1996, inclusive, and the related
statements of Consolidated income, cash flow, and additional
paid-in capital and retained earnings or shareholders'
equity for said years, all certified by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ &
Co., or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, or other nationally recognized
accounting firm. Such financial statements (including any
related schedules or notes) are true and correct in all
material respects and have been prepared in accordance with
Generally Accepted Accounting Principles followed throughout
the periods involved and show all liabilities, direct and
contingent, of the Company and its Subsidiaries required to
be shown in accordance with such principles. The balance
sheets fairly present, in all material respects, the
condition of the Company and its Subsidiaries as of the
dates thereof, and the statements of income, or cash flow
and additional paid-in capital and retained earnings or
shareholders' equity fairly present, in all material
respects, the results of the operations of the Company and
its Subsidiaries for the periods indicated. There have also
been furnished to each Bank copies of the annual reports of
the Company on Form 10-K as filed with the Securities and
Exchange Commission for the years 1993 through 1995. Such
annual reports contain all information required to be
contained therein as of the respective dates thereof and do
not contain any statement which at the time and in light of
the circumstances under which it was made was false or
misleading with respect to any material fact.

(c) Changes in Condition; Full Disclosure.
(a) Since December 31, 1996, there has been no material
adverse change in the business, condition or operations
(financial or otherwise) of the Company, or of the Company
and its Subsidiaries on a combined basis except as otherwise
disclosed to the Banks in writing prior to the date of this
Agreement; and (b) the financial statements referred to in
Section 2.01(b) do not, nor does this Agreement or any
written statement furnished by the Company to each Bank in
connection with the making of the Loans, contain any untrue
statement of a material fact or omit a material fact
necessary to make the statements contained therein or herein
not misleading; provided, however, that it is understood
that the Company is in no way representing or warranting the
accuracy of any forecast or financial projection contained
in any of the foregoing.

(d) Title to Properties and Stock of
Subsidiaries. The Company and its Subsidiaries,
respectively, have good and merchantable title in fee to
such of the fixed assets as are real property, and good and
merchantable title to the other assets, reflected in the
Consolidated balance sheet at December 31, 1996, referred to
in Section 2.01(b), or acquired since said date (except for
certain properties disposed of since said date in the
ordinary course of business), subject to no mortgage,
pledge, charge, lien, security interest or other encumbrance
except as such are permitted by this Agreement. The Company
or a Subsidiary, as the case may be, has good title to the
outstanding shares of Capital Stock of its Subsidiaries,
subject to no lien, pledge or other encumbrance, except as
permitted by this Agreement, and all such shares have been
duly authorized and validly issued and are fully paid and
nonassessable. The Company and its Subsidiaries enjoy
peaceful and undisturbed possession under all leases under
which they are operating and all said leases are valid and
subsisting and in full force and effect.

(e) Litigation. There is no action, proceeding
or investigation before any court or any governmental agency
pending or, to the Company's knowledge, threatened which may
result in any judgment, order, decree, or liability having a
Material Adverse Effect and no judgment, decree or order has
been issued against the Company or any Subsidiary which has
or will have such an effect. Certain litigation is
disclosed in the SEC form 10-K filings referred to in
Section 2.01(b).

(f) Tax Returns. The Company and its
Subsidiaries have filed all federal, state, local and other
tax returns required by law to be filed by them, and all
taxes shown to be due have been paid. The Federal income
tax liabilities of the Company for the year ended December
31, 1991, and for all prior years, have been determined or
accepted by the Internal Revenue Service. No objection to
any return or claim for additional taxes is being asserted
which, if sustained or allowed, would have a Material
Adverse Effect. The Company believes all filed returns were
prepared in accordance with applicable statutes and
generally accepted principles applicable to taxation, and it
believes that reserves for taxes in said balance sheet are
sufficient for the payment of accrued and unpaid taxes of
the Company and its Subsidiaries, or that if not sufficient,
such insufficiency is not such as would have a Material
Adverse Effect.

(g) Credit Ratings. The Company's senior
unsecured long-term debt ratings are BBB- and Baa3 from S&P
and Moody's, respectively. The Company is not aware of any
adverse pending action by either S&P or Moody's with respect
to the Company's current ratings that has not been disclosed
to the Banks in writing.

(h) ERISA Compliance. (i) Except as
specifically disclosed in writing to the Banks, each Plan is
in compliance in all material respects with the applicable
provisions of ERISA, the Code and other federal or state
law. Each Plan which is intended to qualify under
Section 401(a) of the Code has received a favorable
determination letter from the IRS and to the best knowledge
of the Company, nothing has occurred which would cause the
loss of such qualification.

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

(iii) No ERISA Event (excluding any issuance of a
notice of intent to terminate with respect to a "standard
termination" as described in Section 4041(b) of ERISA) has
occurred within the preceding five plan years which has
generated a liability that remains undischarged as of the
date hereof.

(iv) Except as specifically disclosed in writing
to the Banks, no Pension Plan has any Unfunded Pension
Liability and no Multiemployer Plan has any withdrawal
liability under Title IV of ERISA, determined as though the
withdrawal of the Company and all ERISA Affiliates occurred
as of the date hereof.

(v) No unexempted "prohibited transaction" within
the meaning of Section 406 of ERISA exists which could
expose the Company or its ERISA Affiliates to a material
liability.

(i) No Defaults. No event has occurred and is
continuing which is, or with the lapse of time or notice or
both would be, an Event of Default.

(j) Environmental Matters. The Company conducts
in the ordinary course of business a review of the effect of
existing Environmental Laws and existing Environmental
Claims on its business, operations and properties, and as a
result thereof the Company has reasonably concluded that,
except as specifically disclosed in writing to the Banks,
such Environmental Laws and Environmental Claims could not,
individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

SECTION 2.02. Representations for Closing and
Incremental Borrowing. The Company represents and warrants
that as of the date hereof and as of the date of any
Revolving Loan made pursuant to a notice of borrowing
delivered under Section 3.04(a) and as of the date of any
Swingline Loan:

(a) Organization and Good Standing of Company and
Material Subsidiaries. The Company and its Material
Subsidiaries are duly organized and validly existing
corporations in good standing under the laws of their
respective jurisdictions of incorporation and are duly
qualified and in good standing as foreign corporations in
all jurisdictions in which the nature of their respective
businesses or properties makes such qualification necessary,
except where such failure would not have a Material Adverse
Effect. The Company and its Material Subsidiaries have the
corporate power to own their respective properties and
assets, and to carry on their respective businesses, all as,
and in the places where, such properties and assets are now
owned or operated or such businesses are now conducted,
except where such failure would not have a Material Adverse
Effect.

(b) Regulation U. The Company is not engaged,
principally or as one of its important activities, in the
business of purchasing or carrying Margin Stock or in the
business of extending credit for the purpose of purchasing
or carrying Margin Stock and its assets do not include any
material amount of Margin Stock.

(c) Authorization; Enforceability. The
execution, delivery, and performance of this Agreement and
the Notes and any instrument or agreement required hereunder
are within the corporate powers of the Company, have been
duly authorized by all necessary corporate action, and are
not in conflict with the terms of any charter, by-law, or
other organization papers of the Company. The execution,
delivery, and performance of this Agreement and the Notes
and any instrument or agreement required hereunder are not
in conflict with any instrument or agreement to which the
Company or any Subsidiary is a party or by which the Company
or any Subsidiary or any of the Company's or any
Subsidiary's properties are bound or affected. This
Agreement is a legal, valid, and binding agreement of the
Company, enforceable against the Company in accordance with
it terms, and any instrument or agreement required
hereunder, when executed and delivered, will be similarly
legal, valid, binding, and enforceable, subject only to the
operation of the Bankruptcy Code and other similar statutes
for the benefit of debtors generally and the application of
general equitable principles.

(d) Governmental Consent. Neither the nature of
the Company or of any Subsidiary, nor any of their
respective businesses or properties, nor any relationship
between the Company or any Subsidiary and any other Person,
nor any circumstance in connection with the execution or
delivery of this Agreement and the Notes is such as to
require any consent, approval or other action by or any
notice to or filing with any court or administrative or
governmental body (other than routine filings after the date
hereof with the Securities and Exchange Commission and/or
State Blue Sky authorities) in connection with the execution
and delivery of this Agreement, the execution or delivery of
the Notes or fulfillment of or compliance with the terms and
provisions hereof or of the Notes.

(e) Public Utility Holding Company Act and
Investment Company Act. The Company is exempt from the
Public Utility Holding Company Act of 1935. The Company is
not, and immediately after the application by the Company of
the proceeds of each borrowing hereunder will not be, an
"investment company" or a company controlled by an
"investment company" within the meaning of the Investment
Company Act of 1940, as amended.

ARTICLE III

Terms of Credit

SECTION 3.01. Commitment To Lend. (a) Each of
the Banks severally agrees on the terms and subject to the
conditions herein set forth that from the date hereof to the
Termination Date, it will loan money to the Company in an
amount up to the amount of the Bank's Commitment for the
term and on the other terms and conditions provided for
herein; provided, however, that a Bank shall not be required
to make any Revolving Loan which would result in the
aggregate amount of its Revolving Loans plus its Applicable
Percentage of all outstanding Swingline Loans exceeding its
Commitment. The aggregate of all Commitments shall not
exceed $600 million, except as provided in Section 3.02(c)
below. Each borrowing of Revolving Loans made by the
Company pursuant to this Agreement which bears interest
based upon Base Rate or LIBOR shall be in an aggregate
amount of $10.0 million (except the amount shall be at least
$50.0 million in the case of one week LIBOR Loans) or an
integral multiple of $2.5 million in excess thereof and
shall be made from the several Banks ratably in proportion
to their respective Commitments.

(b) Each of the Swingline Banks severally agrees
on the terms and subject to the conditions herein set forth,
that from the date hereof to the Termination Date, it will
loan money to the Company in an amount up to the amount of
its Swingline Commitment, for the term, and on the other
terms and conditions provided for herein. Such Swingline
Loans, when aggregated with the Swingline Bank's Revolving
Loans, may exceed the Swingline Bank's Commitment; provided
that at no time shall (a) the sum of all Loans exceed the
combined Commitments; or (b) the amount of all Swingline
Loans outstanding by a Swingline Bank at any one time exceed
the Swingline Commitment of that Swingline Bank.

(c) Within the foregoing limits, and subject to
the terms and conditions hereof, the Company may borrow and
repay and reborrow money from each Bank and each Bank shall
lend money to and accept repayment from the Company in
amounts up to but not in excess of such Bank's Commitment
(except for Swingline Banks, as set forth in the preceding
paragraph) at any time prior to the Termination Date.

(d) A Swingline Bank may by written notice given
to the Administrative Agent not later than 9:00 a.m. (San
Francisco time) on any Business Day require the Banks to
acquire participations on such Business Day in all or a
portion of such Swingline Bank's Swingline Loans
outstanding; provided, however, that a Swingline Bank may
not require the Banks to so acquire participations in any
particular Swingline Loan prior to the end of the Interest
Period therefor. Such notice shall specify the aggregate
amount of Swingline Loans in which Banks will participate.
Promptly upon receipt of such notice, the Administrative
Agent will give notice thereof to each Bank, specifying in
such notice such Bank's Applicable Percentage of such
Swingline Loan or Loans. Each Bank hereby absolutely and
unconditionally agrees, upon receipt of notice as provided
above, to pay to the Administrative Agent, for the account
of the applicable Swingline Bank, such Bank's Applicable
Percentage of such Swingline Loan or Loans. Each Bank
acknowledges and agrees that its obligation to acquire
participations in Swingline Loans pursuant to this paragraph
is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including the occurrence and
continuance of a Default, Event of Default or reduction or
termination of the Commitments, and that each such payment
shall be made without any offset, abatement, withholding or
reduction whatsoever. Each Bank shall comply with its
obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided
in Section 3.07 with respect to Revolving Loans made by such
Bank (and Section 3.07 shall apply, mutatis mutandis, to the
payment obligations of the Banks), and the Administrative
Agent shall promptly pay to the applicable Swingline Bank
the amounts so received by it from the Banks. The
Administrative Agent shall notify the Company of any
participations in any Swingline Loan acquired pursuant to
this paragraph, and thereafter payments in respect of such
Swingline Loan shall be made to the Administrative Agent and
not to the applicable Swingline Bank. Any amounts received
by a Swingline Bank from the Company (or other party on
behalf of the Company) in respect of a Swingline Loan after
receipt by such Swingline Bank of the proceeds of a sale of
participations therein shall be promptly remitted to the
Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the
Administrative Agent to the Banks that shall have made their
payments pursuant to this paragraph and to the Swingline
Bank, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this
paragraph shall not relieve the Company of any default in
the payment thereof.

SECTION 3.02. Reduction or Increase of
Commitments. (a) Mandatory Reductions. On the Termination
Date, the Commitment of each Bank and the Swingline
Commitment of each Swingline Bank shall be reduced to zero.

(b) Optional Reductions. The Company may at any
time, by giving ten Banking Days' written notice to the
Banks, reduce the aggregate Commitments in any integral
multiple of $10.0 million which the Company elects so long
as the aggregate Commitments remain at least equal to the
aggregate principal amount of the Loans outstanding
hereunder. Any such notice shall be irrevocable. Any
reduction in Commitments shall be apportioned among the
Banks in proportion to their respective Commitments.

(c) Expansion Option. At the Company's request,
made at any time or from time to time, the aggregate of the
Commitments under this Agreement may be increased by up to
an amount equal to $150,000,000 for an aggregate Commitment
hereunder of up to $750,000,000 ("Expansion Option"), as may
be reduced from time to time pursuant to Section 3.02(b);
provided, however, that no Bank shall be obligated to
increase its Commitment without its consent; and provided
further that the increase in Commitments may not be made in
a manner that would result in any Bank having more than
12.5% of the aggregate Commitments. At the Company's
option, part or all of the increase in aggregate Commitments
may consist of the addition of new financial institutions,
which shall be added as additional Banks for all purposes
under this Agreement. Consent from the existing Banks or
Agents will not be required to exercise the Expansion Option
or to add new Banks, except that the consent of the
Swingline Banks is required for the addition of new Banks,
such consent not to be unreasonably withheld. The parties
hereto agree to execute and deliver any and all amendments
and other agreements, documents or instruments as may be
reasonably requested by the Company or the Administrative
Agent to evidence the addition of such new Banks, and the
increase in the total Commitments hereunder. Any new Banks
shall be entitled to facility fees beginning on the date
they are added as New Banks and shall participate in Loans
beginning on the date of any Borrowing or reborrowing
hereunder made on or after the date such Bank is added as a
New Bank, as and when borrowed or reborrowed.

SECTION 3.03. Facility Fees. During the period
commencing on March 11, 1997, and ending on the Termination
Date, the Company shall pay to the Administrative Agent, for
the account of the respective Banks, on the last Banking Day
of each calendar quarter commencing June 30, 1997, a
facility fee in an amount equal to the product of (x) the
daily average amount of each Bank's Commitment (whether used
or unused) from the due date of the last facility fee
payment (or from March 11, 1997, in the case of the first
such payment) through the next to the last day of such
quarter (both dates inclusive) and (y) the facility fee Per
Annum determined by the Borrowing Rate and Facility Fee
Table (adjusted during any such period for any changes in
the Company's credit rating, effective as of the date of the
announcement of such rating change); provided, however, that
if any Loans shall remain outstanding after the Termination
Date, the facility fees set forth in this Section 3.03 shall
continue to accrue, except that the amount of such fees
shall be calculated based upon the actual aggregate amount
of such outstanding Loans and not on the amount of any then-
expired Commitment and such fees shall be due and payable by
the Company to the Administrative Agent upon demand.

SECTION 3.04. Method of Borrowing.
(a) Incremental Borrowings. If the Company borrows money
under this Agreement and such borrowing causes the aggregate
amount of the Revolving Loans of any Bank outstanding under
this Agreement to increase, the Company shall give the
Administrative Agent written notice of the borrowing
specifying the following information:

(i) The interest rate determination method
selected (LIBOR or Base Rate).

(ii) The Interest Period selected. No Interest
Period may be specified if the Base Rate is selected as the
interest rate determination method.

(iii) The date of the borrowing, which shall be a
Banking Day.

(iv) The aggregate amount of the borrowing.

(v) An identification of the Company's bank
account in the United States to which the Company wishes to
have the incremental funds to be advanced pursuant to the
borrowing transferred, including the name and address of the
bank and the account number.

The foregoing notice of borrowing shall be given
by 9:00 a.m. San Francisco, California, time on the Banking
Day next preceding the date of the borrowing if the method
of interest rate determination selected is the Base Rate and
not less than three Banking Days prior to the date of the
borrowing if the method of interest rate determination
selected is LIBOR. Any notice of borrowing of Revolving
Loans shall be given to the Administrative Agent.

(b) Other Borrowings. If the Company elects at
the end of any Interest Period for Revolving Loans to
reborrow an amount equal to or less than the principal
amount then outstanding under the Revolving Loans subject to
the Interest Period then expiring, it shall give the
Administrative Agent written notice of such reborrowing
specifying the following information:

(i) The interest rate determination method
selected (LIBOR or Base Rate).

(ii) The Interest Period selected. No Interest
Period may be specified if the Base Rate is selected as the
interest rate determination method.

(iii) The aggregate dollar amount to be reborrowed
and the aggregate dollar amount of the reduction in the
Loans subject to the Interest Period then expiring, if any.

(iv) The date of the reborrowing, which shall be
the Banking Day on which the Loan to be repaid matures.

The foregoing notice of reborrowing shall be given
by 9:00 a.m. San Francisco, California, time not less than
one Banking Day prior to expiration of the Interest Period
of the Revolving Loan then maturing if the method of
interest rate determination being selected is the Base Rate
and not less than three Banking Days prior to expiration of
the Interest Period if the method of interest rate
determination being selected is LIBOR. If the Company gives
notice of an incremental borrowing pursuant to
Section 3.04(a) which coincides with the expiration of the
Interest Period for any then existing Revolving Loan, it may
include the amount of the existing Revolving Loan in the
notice of incremental borrowing and, if it does so, need not
give notice pursuant to this Section, but shall separately
state in the notice of borrowing the amount of the
incremental borrowing and the amount of the reborrowing.

Any notice of reborrowing of Revolving Loans shall
be given to the Administrative Agent.

The reborrowing of Revolving Loans pursuant to
this Section 3.04(b) shall not constitute the incurrance of
Indebtedness (or Senior Funded Debt) for purposes of
Section 6.01 hereof or for any other purpose under this
Agreement where the outstanding principal amount of
Revolving Loans of any Bank has not been increased.

(c) Repayments; Deemed Election. If the Company
elects to fully repay any Loan at the end of the Interest
Period, it shall give notice of such intention to the
Administrative Agent. Such notice need only specify the
Company's intent to repay the Loan in full.

If the Company fails to give notice of reborrowing
or repayment pursuant to Section 3.04(b) or this
Section 3.04(c) in respect of any Revolving Loan prior to
one Banking Day before the expiration of the Interest Period
applicable to any Base Rate Loan or three Banking Days
before the expiration of the Interest Period applicable to
any LIBOR Loan, it shall be deemed to have elected to
reborrow the full amount of such Revolving Loan, and it
shall be deemed to have selected the Base Rate as the method
of interest rate determination for such Revolving Loan.

(d) Notice Irrevocable; Effect of Notice. Any
notice of borrowing, reborrowing or prepayment, given by the
Company shall be irrevocable. Upon receipt of such notice
by the Administrative Agent by 9:00 a.m. San Francisco,
California, time on the required Banking Day and
satisfaction of all applicable conditions precedent set
forth in Article IV hereof, each Bank (or a Swingline Bank,
in the case of Swingline Loans) shall be unconditionally
obligated to lend the amount requested on the date specified
in the notice so long as immediately after the making of
such Loan (i) the aggregate amount of Swingline Loans from
each Swingline Bank is less than or equal to its Swingline
Commitment; (ii) the aggregate amount of all Revolving Loans
outstanding from such Bank plus its Applicable Percentage
of the aggregate amount of Swingline Loans outstanding is
equal to or less than such Bank's Commitment; and (iii) the
aggregate amount of all Loans is less than or equal to the
total Commitments. Failure of any Bank to honor its
Commitment shall not excuse any other Bank from honoring its
Commitment in full.

If the Company fails to borrow any incremental
amount called for in a notice of borrowing given by it, the
Company shall pay a Broken Interest Period Amount calculated
in respect of such incremental borrowing.

(e) Notice to Banks. Promptly upon receipt of
any notice given by the Company pursuant to Section 3.04(a),
3.04(b), or 3.04(c), the Administrative Agent shall
calculate each Bank's respective share of the incremental
borrowing, reborrowing, and/or repayment requested in such
notice and transmit such information, together with the
applicable Borrowing Rate and all other information included
with such notice, to each of the Banks. Such calculation
and transmittal shall be made by the Administrative Agent.

(f) Swingline Loans. To request a Swingline
Loan, the Company shall give the Administrative Agent
written notice of the borrowing by 2:00 p.m. New York, New
York time, on the day of borrowing if Chase is the Swingline
Bank requested to make such Swingline Loan (in which case
Chase shall also be given notice); and by 2:00 p.m. San
Francisco, California time on the day of the borrowing, if
Bank of America is the Swingline Bank requested to make such
Swingline Loan. Any such notice shall specify the following
information:

(i) The Interest Period selected.

(ii) The date of the borrowing, which shall be a
Banking Day.

(iii) The aggregate amount of the borrowing, which
shall be in even $100,000 increments totalling not less than
$1,000,000.

(iv) An identification of the Company's bank
account in the United States to which the Company wishes to
have the funds to be advanced pursuant to the Swingline Loan
transferred, including the name and address of the bank and
the account number.

The Company may borrow and prepay Swingline Loans
pursuant to Section 3.04 and Section 3.05 provided that in
any 15-day period there shall be at least one day in which
there is no Swingline Loan outstanding.

SECTION 3.05. Repayment and Prepayment.
(a) Repayment. Each Loan shall mature and be due and
payable in full together with all interest accruing thereon
on the last day of the Interest Period applicable to such
Loan. If the Company shall have given notice of borrowing
or reborrowing in respect of any Revolving Loans pursuant to
Section 3.04(a) or 3.04(b) or be deemed pursuant to
Section 3.04(c) to have elected to reborrow in respect of
any Revolving Loans, each Bank shall advance the funds it is
required to loan on the last day of the Interest Period then
expiring in satisfaction (or partial satisfaction if less
than a full reborrowing is elected by the Company) of the
principal then due to it. The Bank shall apply the funds so
advanced to make payment of any Revolving Loans then due to
it. All interest owed by the Company pursuant to any Loans
and any principal of such Loans which is not required to be
satisfied by a reborrowing in accordance with the preceding
two sentences, shall be paid by the Company on the maturity
date of the Loan in accordance with the provisions of
Section 3.07. If any Bank fails to advance sums which it is
legally obligated to advance, interest shall accrue on any
Loan from such Bank which was to have been refinanced by
such amount at the Borrowing Rate specified by the Company
in its notice of borrowing which was not honored. Such
interest shall begin on the date which the advance should
have been made and be payable at the end of the Interest
Period specified in the Company's notice of borrowing.

(b) Prepayment. The Company may prepay sums owed
hereunder on the following terms and conditions. Prepayment
may occur at any time but shall be preceded, in the case of
Revolving Loans, by at least three Banking Days' written
notice (or one Banking Day's written notice if the Revolving
Loans to be prepaid are Base Rate Loans) from the Company to
the Administrative Agent and in the case of Swingline Loans
shall be preceded by written notice to the applicable
Swingline Bank with a copy of such notice to the
Administrative Agent not later than 2:00 p.m. local time (on
the date of prepayment) in the city in which notices are to
be delivered to the applicable Swingline Bank pursuant to
this Agreement, in each case specifying:

(i) The aggregate amount of the prepayment.

(ii) The date of the prepayment, which shall be a
Banking Day.

(iii) The Loans to which the prepayment is to be
applied.

Any prepayment made pursuant to this Section shall
be in an integral multiple of $10.0 million (or in the case
of a Swingline Loan in an integral multiple of $100,000 and
a minimum of $1,000,000) or in full. On the date of any
prepayment the Company shall pay, in addition to the
principal to be prepaid, all accrued and unpaid interest
owed on the Loans being prepaid. If the Loans being
prepaid, by acceleration or otherwise, earn interest on the
basis of LIBOR, the Company shall also pay the Broken
Interest Period Amount. Any prepayment shall be distributed
on the date received by the Administrative Agent pro rata
among all Banks in proportion to their respective shares of
the Loan or Loans prepaid. The Broken Interest Period
Amount shall be paid to the Banks as soon after the date of
prepayment as the necessary calculations can be made by each
Bank.

SECTION 3.06. Calculation and Payment of
Interest. Interest shall accrue on each Revolving Loan at a
rate determined pursuant to the method of interest rate
determination specified by the Company in its notice of
borrowing given in respect of such Loan pursuant to
Section 3.04 or, in the case of a Swingline Loan, at the
applicable Swingline Rate. Such interest shall be payable
upon maturity, prepayment, or acceleration of the Loan,
except in the case of six month LIBOR loans, where three
months accrued interest is payable at the end of three
months and upon maturity. The amount of interest payable by
the Company in respect of a Loan shall be equal to the sum
of the daily borrowing costs for each day of the Interest
Period applicable to such Loan (or portion thereof during
which the Loan is outstanding in the event a prepayment
occurs). The daily borrowing costs for any Loan shall be
equal to the product of (x) the principal amount of the Loan
and (y) the Borrowing Rate applicable to such Loan converted
to a per diem basis. If the Borrowing Rate is determined on
the basis of the Base Rate calculated under clause (b) of
the definition of Base Rate, the conversion from an annual
rate to a per diem rate shall be made on the basis of a year
of 365 or 366 days, as the case may be. If the Borrowing
Rate is determined on the basis of the Federal Funds Rate,
LIBOR, or Swingline Rate the conversion from an annual rate
to a per diem rate shall be made on the basis of a year of
360 days. The calculation of interest due each Bank shall
be made by the Administrative Agent (or, in the case of
Swingline Loans, the applicable Swingline Bank) in
consultation with the Company.

SECTION 3.07. Payments. All payments of
principal, interest, facility fees, expenses, or other
charges due from the Company to any Bank pursuant to this
Agreement and all advances of funds made by any Bank to the
Company pursuant to this Agreement shall be made in lawful
money of the United States of America in immediately
available funds irrespective of any set off, counterclaim,
or defense in payment (except where a Bank has failed to
advance funds to refinance Revolving Loans as provided for
in the last sentence of the second paragraph of the form of
promissory note attached as Schedule 2).

All fund transfers required by this Agreement,
except for payments required to be made by the Company
pursuant to Sections 3.10, 3.12, and 9.02, shall be made
through the Administrative Agent.

(a) Any such fund transfer shall be made to the
Administrative Agent on the date due by not later than
10:00 a.m. San Francisco, California, time, in which case
the Administrative Agent receiving each such fund transfer
shall in turn transfer such funds to the party entitled
thereto on the same day as it receives such funds. If any
fund transfer is received by the Administrative Agent after
10:00 a.m. San Francisco, California, time, it shall use
commercially reasonable efforts to retransfer the funds to
the party entitled thereto on the same day, but in no event
later than the next Banking Day. The amount of interest
payable by the Company hereunder shall be based upon the
actual date on which funds are received by the party
entitled thereto and not on the date they are received by
the Administrative Agent.

(b) The Administrative Agent may, but shall not
be required to, make funds available to any Bank on a
short-term basis if the Company has failed to make a timely
transfer of funds, and it may, but shall not be obligated
to, make funds available to the Company if any Bank has
failed to make a timely transfer of funds. In the event of
any such covering advance, the party receiving such funds
shall repay them to the Administrative Agent on demand,
together with interest which shall accrue thereon in respect
of advances to a Bank at the overnight Federal Funds Rate as
determined by the Administrative Agent and in respect of
advances to the Company at the Borrowing Rate applicable to
the Loan for which such funds were to have been advanced.
The fact that the party failing to make a timely transfer
has not yet completed the required fund transfer shall not
provide a defense to the foregoing repayment obligation.

Except as provided in the definition of "Interest
Period", if the principal or interest owed in respect of any
Loan or any facility fee or other fee or sum owed hereunder
by the Company falls due on a day which is not a Banking
Day, then such principal, interest, or fees shall be due and
payable on the next day thereafter which is a Banking Day,
and interest shall be payable in respect of such extension
of principal until paid at the Borrowing Rate last in effect
in respect of such principal. Any amount which shall not be
paid when due (at maturity, by acceleration or otherwise)
shall thereafter bear interest payable on demand at a rate
Per Annum equal to 2% above the Base Rate plus the
applicable incremental rate Per Annum.

SECTION 3.08. Pro Rata Treatment; Sharing.
(a) Pro Rata Treatment. Except with respect to Swingline
Loans, each borrowing from and change in the Commitments of
the Banks hereunder shall be made pro rata according to
their respective Commitments. Subject to Section 3.01(d),
each payment and prepayment of principal owed in respect of
any Revolving Loans of like maturity shall be allocated
among the Banks by the Administrative Agent pro rata in
proportion to the unpaid portion of such Revolving Loans
held by each of them. Each payment of facility fees shall
be allocated among the Banks by the Administrative Agent pro
rata in proportion to the Commitments of each of them.
Except as otherwise provided in Section 3.01(d), each
payment and prepayment of principal owed in respect of any
Swingline Loans shall be allocated between the Swingline
Banks pro rata in proportion to the principal of the
Swingline Loans then due and payable to each of them. Each
payment of interest shall be allocated among the Banks by
the Administrative Agent pro rata in proportion to the
interest then due and payable to each of them.

(b) Sharing. The Banks agree among themselves
that, if a Bank shall obtain payment of any Loan or interest
or fee payable thereon held by it through the exercise of a
right of set-off, banker's lien or counterclaim in excess of
its ratable amount, it shall promptly purchase from the
other Banks participations in the Loans held by the other
Banks in such amounts and make such other adjustments from
time to time as shall be equitable, to the end that all the
Banks shall share the benefit of such payment pro rata as
specified in Section 3.08(a). If all or any portion of such
excess payment is thereafter recovered from such Bank, such
purchase shall be rescinded and the purchase price restored
to the extent of such recovery, but without interest. The
Company agrees that any Bank so purchasing a participation
in the Loans held by the other Banks may exercise all rights
of set-off, banker's lien and counterclaim with respect to
such participation as fully as if such Bank were a direct
holder of Loans in the amount of such participation.

SECTION 3.09. Loan Accounts and Notes. Each Bank
shall maintain in respect of Loans made pursuant to this
Agreement a loan account in which it shall record each Loan
made by it to the Company pursuant to this Agreement and
each payment or prepayment of principal and interest
received by it in respect of such Loans; provided, however,
that failure to do so shall not relieve the Company from the
obligation to repay principal and to pay interest on the
Loans. Any Bank may elect by written notice given to the
Company at any time to require the Company to deliver to the
Bank the Company's promissory note evidencing the Loans
which shall be in the form attached as Schedule 2 (with
appropriate changes thereto, if such promissory note is to
be issued to a Swingline Bank to evidence Swingline Loans).
Each Bank shall make prompt and accurate entries in such
loan account or on the grid attached to its Note of the
making of each Loan and each repayment or prepayment of
principal thereof and payment of interest thereon, provided,
however, that failure to do so shall not relieve the Company
from the obligation to repay principal and to pay interest
on the Loans. Loan accounts or grids attached to Notes
maintained by the Banks are prima facie evidence of the
amount of the Loans outstanding.

SECTION 3.10. Illegality and Change in Law.
(a) Illegality. If it shall become illegal for any Bank to
make or maintain any Loans made hereunder, such Bank shall
promptly notify the Company and the Administrative Agent in
writing of such fact, and the Bank shall thereafter be
excused from its obligation to make or maintain Loans
hereunder for so long as it shall remain unlawful to do so.
Upon receipt of such notice, the Company shall prepay within
three Banking Days all Loans from such Bank then outstanding
determined to be illegal, together with all accrued and
unpaid interest owed in respect of such Loan and, as soon
thereafter as the necessary calculations can be made, the
Company shall pay each such Bank any applicable Broken
Interest Period Amount arising from such prepayment. The
Company may at its option reborrow all or any portion of
such Loans from the affected Bank or Banks on the basis of
an interest rate formula provided for herein which is not
illegal, if such shall exist.

(b) Change in Law. If the cost to any Bank of
making or maintaining any Revolving Loan on the basis of
LIBOR is increased because of either of the reasons set
forth in subsections 3.10(b)(i) and 3.10(b)(ii) below, such
Bank may by written notice given to the Company and the
Administrative Agent require the Company to pay with respect
to all or any portion of any Interest Period following the
delivery of such notice to the Company a sum equal to its
additional cost incurred in maintaining or making such
Revolving Loan, but in no event shall the Company be
obligated to reimburse any costs incurred for periods
earlier than six months prior to the delivery of the written
notice. Said sum shall be paid upon maturity or prepayment
of the Revolving Loan or as soon thereafter as the amount
can be determined. Any Bank asserting a right to recover
such excess costs shall certify in its notice required by
this Section 3.10(b) the cause and amount of such additional
cost. If the interest payable by the Company to any Bank is
increased pursuant to this subsection, the Company may at
its option at any time during which the interest rate
payable hereunder is so increased prepay on three Banking
Days' notice all but not part of the Revolving Loan or Loans
subject to such increase in the interest rate to the
Administrative Agent for the account of the Bank or Banks
claiming increased costs under this subsection. If the
Company prepays any Revolving Loan pursuant to this
subsection, it shall also pay at the time of such prepayment
all accrued and unpaid interest owed to the Bank or Banks
whose Revolving Loan or Loans are prepaid on account of the
Revolving Loan or Loans so prepaid and as soon thereafter as
the necessary calculations may be made, it shall pay the
Broken Interest Period Amount to such Bank or Banks. If the
Company elects to prepay the Revolving Loans of any Bank
claiming increased costs under this subsection, it may, but
shall not be obligated to, either reborrow such sums from
the claiming Bank or Banks on the basis of a method of
interest rate determination which is not subject to such
claim for increased costs or (provided that, after giving
effect thereto and to any concurrent prepayment of Loans,
the aggregate principal amount of outstanding Loans shall
not exceed the sum of the Commitments) terminate the
Commitment of the claiming Bank or Banks. Any election by
the Company to prepay one or more claiming Banks or to
reborrow sums prepaid to claiming Banks from such Banks on
the basis of a different method of determining the interest
rate or to terminate the Commitment of one or more claiming
Banks, shall have no effect on the obligation of the
remaining Bank or Banks to maintain existing Loans and to
make additional Revolving Loans up to the full amount of
such Banks' Commitment on the basis of any of the methods of
interest rate determination available under this Agreement.
In the event the Commitment of any Bank is terminated, any
subsequent proration among the remaining Banks shall be done
on the basis of the remaining Commitments. Any Bank may
claim additional costs pursuant to this subsection if either
of the following conditions precedent are satisfied:

(i) The compliance by such Bank with any
Requirement of Law effective after the date hereof or any
guideline, request, or directive from any central bank or
other Governmental Authority or any other law, rule, or
regulation (whether or not having the force of law)
effective after the date hereof which increases the Bank's
cost of maintaining Loans on the basis of LIBOR.

(ii) Any tax, levy, impost, duty, fee, deduction
or withholding is levied or assessed against or required of
any Bank on account of or in connection with its Commitment
or Loans made hereunder, the payment or repayment thereof or
payment of interest thereon which is not levied or assessed
on such Commitment or Loans on the date hereof, other than
changes in the rate of tax on the net income of the Bank.

(c) Increased Risk-Based Capital Cost. If the
cost to any Bank of maintaining its Commitment or Swingline
Commitment is increased because of a Requirement of Law
which becomes effective after the date hereof by the Board
of Governors of the Federal Reserve System or any guideline,
request, or directive from any central bank or other
Governmental Authority or any other law, rule, or regulation
(whether or not having the force of law) effective after the
date hereof, or other regulatory entity of any country, with
respect to risk-based capital requirements or other similar
regulation of lending commitments, such Bank may, by written
notice given to the Company and the Administrative Agent,
require the Company to pay as an increase to the facility
fee specified in Section 3.03, commencing on the last day of
the first full calendar quarter following receipt of such
notice, an amount equal to such Bank's additional cost. Any
Bank asserting a right to recover such increased costs shall
certify in its notice required by this Section 3.10(c) in
reasonable detail the cause and amount of such additional
cost. At any time after receipt of such notice the Company
may, at its option, elect to terminate the Commitment or
Swingline Commitment of any such claiming Bank or Banks as a
group or individually. If the Company elects, pursuant to
the preceding sentence, to terminate the Commitment of any
Bank, such reduction in Commitment shall be limited in
amount to the portion thereof in excess of the sum of such
Bank's Revolving Loans plus its Applicable Percentage of the
outstanding Swingline Loans or, if the Company shall so
elect, the full Commitment shall be terminated and on the
date of such termination, all principal, accrued and unpaid
interest, and accrued and unpaid facility fees owed to such
Bank shall be paid (and if, after giving effect thereto, the
outstanding principal amount of the Loans exceeds the total
Commitments, the Company shall prepay additional Loans in an
amount sufficient to eliminate the excess) as soon
thereafter as the necessary calculations can be made, a
Broken Interest Period Amount for the Loan or Loans so
prepaid shall be paid to such Bank. In the event the
Commitment of any Bank is terminated, any subsequent
proration among the remaining Banks shall be done on the
basis of the remaining Commitments. If the Company elects
pursuant to this Section, to terminate the Swingline
Commitment of any Bank, the Company shall repay, in full,
any Swingline Loans outstanding from such Bank concurrently
with such termination.

SECTION 3.11. U.S. Tax Treaty Certificate.
(a) Each Bank, other than a Bank organized and existing
under the laws of the United States of America or any
political subdivision in or of the United States, shall
deliver to the Company and the Administrative Agent on the
date hereof a certificate dated as of the date hereof to the
effect that, at the date of the certificate, the Bank is
entitled under the provisions of either:

(i) an applicable double tax treaty concluded by
the United States of America (in which case each such
certificate shall be accompanied by two signed copies
of Form 1001 of the United States Internal Revenue
Service); or

(ii) Section 1441(c) or 1442(a) of the Code (in
which case each such certificate shall be accompanied
by two signed copies of Form 4224 of the Internal
Revenue Service); to receive payments of interest under
this Agreement without deduction or withholding or with
reduced withholding of United States Federal income
tax. Each Bank covenants to the Company and the
Administrative Agent that the certificate so delivered
by it will be true and accurate and agrees to deliver
to the Company and the Administrative Agent additional
true and accurate certificates promptly after the
occurrence of events requiring a change in the most
recent certificate previously delivered. Unless an
event has occurred which renders delivery of the
relevant form inapplicable, each Bank will deliver to
the Company two further signed copies of Form 1001 as
and when required by the Internal Revenue Service or
(as the case may be) an annual Form 4224, and, in
addition (if necessary), two signed copies of Form W-9.

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

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

SECTION 3.12. Compensation for Special Reserve
Requirements and Taxes. If any Bank shall determine that
any rule, regulation or policy of the Board of Governors of
the Federal Reserve System or any tax, levy, impost, duty,
fee, deduction or withholding as in effect as of the date
hereof requires it to maintain any ordinary, emergency,
supplemental, or other reserve or incur any other cost in
respect of obligations incurred by it to fund any Loan made
by it hereunder on the basis of LIBOR which is a reserve or
other cost not generally incurred by the Banks in respect of
the funding of Loans hereunder, it may notify the Company
and the Administrative Agent of the existence and amount of
such additional reserve or costs and the Company shall for
so long thereafter as the affected Loan remains outstanding
reimburse such Bank for its additional costs described in
such notice. The foregoing additional compensation shall
include compensation for reserve requirements imposed in
respect of LIBOR Loans pursuant to Regulation D of the Board
of Governors of the Federal Reserve System. All such
payments shall be made directly from the Company to the
affected Bank and not through the Administrative Agent. The
Company shall have the right upon receipt of any such
notice, or at anytime thereafter so long as such additional
costs remain in effect, to (i) require such Bank to relend
on the basis of another interest rate formula which does not
cause the Bank to incur such additional reserves or costs,
or (ii) prepay the affected Loan from such Bank (with
payment of any applicable Broken Interest Period Amount),
and suspend the Commitment (in which case such Commitment
shall be deemed terminated for all purposes of this
Agreement so long as such suspension remains in effect) and
the facility fee of such Bank, except with respect to its
then outstanding Loans, for so long as such Bank has not
given the Company and the Administrative Agent notice that
the conditions resulting in such additional reserves or
costs no longer remain in effect. Any Bank claiming
additional compensation pursuant to this Section 3.12 shall
promptly notify the Company of the end of any period of
entitlement to such additional compensation.

SECTION 3.13. Unavailability of Rates.
Notwithstanding anything herein to the contrary, if prior to
the beginning of an Interest Period as to interest on
Revolving Loans calculated according to a Borrowing Rate
based upon LIBOR, (i) the TeleRate Rate is unavailable; and
(ii) any two of the Reference Banks state their inability
for any reason to identify particular rates or obtain
sufficient funds in the respective market or to make or
maintain the funds available where, when and for as long as
specified by the Company as to those Revolving Loans, then
the Company shall at its option upon notice from the
Administrative Agent either (a) withdraw the borrowing
request (or prepay the affected Revolving Loans) or (b) draw
(or continue) the Revolving Loans with interest based upon
Base Rate, without impairing the Company's option to elect a
further change in the Borrowing Rate for such Revolving
Loans in the manner provided by Section 3.04(b).

SECTION 3.14. Interest Limitation. The
obligation of the Company to pay interest on the Loans and
the Notes shall be subject to the limitation that payment of
interest or a portion thereof shall not be required to the
extent that receipt of such payment or portion by any Bank
would be in excess of the amounts permitted by any law
applicable to such Bank existing on the date hereof limiting
the maximum rate of interest which may be charged or
collected by such Bank. Any such limitation on interest as
to a Bank that reduces the amount of interest collectible by
that Bank below the applicable Borrowing Rate by two percent
of such Borrowing Rate or more shall require a change to
another Borrowing Rate with respect to that Bank which would
not result in such a reduction, pursuant to Section 3.04(b)
and, if none is available, shall excuse the Bank from making
the Loan in like manner to Section 3.10.

SECTION 3.15. Assignments; Delegation of Lending
Commitments; Participations. Without the prior written
consent of the Company (which may be withheld by the Company
in its sole discretion) and the Swingline Banks (which
consent shall not be unreasonably withheld), no Bank shall
sell, convey, transfer, or assign any Loan outstanding
hereunder, or which may come to be outstanding hereunder,
except to a wholly owned Affiliate of such Bank or to the
extent that it may be required to do so or to preserve the
right to do so under applicable law or under this Agreement.
No Bank shall delegate its Commitment to any Person. Except
as provided in Section 3.01(d) or Section 3.08(b), no Bank
shall create or grant any participation in any Loan. In the
event of any transfer of a Loan or interest therein or
delegation of its Commitment in violation of the provisions
of the preceding three sentences, such transferee shall have
none of the rights accorded a Bank hereunder or under the
Notes, the Company shall not be required to deal with or
accept a Loan from any such improper delegee, and it may
continue to look to the improperly delegating Bank for
performance of the Commitment. Notwithstanding any other
provision of this Agreement, any Bank may at any time create
a security interest in, or pledge, all or any portion of its
rights under and interest in this Agreement and the Note
held by it in favor of any Federal Reserve Bank in
accordance with Regulation A of the Federal Reserve Board or
U.S. Treasury Regulation 31 CFR Section 203.14, and such
Federal Reserve Bank may enforce such pledge or security
interest in any manner permitted under applicable law.

SECTION 3.16. Special Mandatory Prepayment. If
either of the events described in Sections 3.16(a) and
3.16(b) below occur, the Majority Banks may require a
special mandatory prepayment of all Loans outstanding
hereunder and terminate the Commitments of the Banks in
accordance with the following procedures: the Majority
Banks may make a preliminary determination that such event
has impaired or most likely will impair the Company's
ability to repay Loans then outstanding or which may be
requested thereafter by the Company or otherwise perform in
accordance with the terms hereof. The Administrative Agent
shall notify the Company of such preliminary determination.
At any time after the 10th day following such notice, the
Majority Banks may make such preliminary determination
final, and upon receipt by the Company of notice from the
Administrative Agent of such final determination, all
principal and accrued and unpaid interest and all accrued
and unpaid facility fees owed hereunder or under the Notes
shall be immediately due and payable and the Commitments of
all Banks hereunder shall be terminated. The events which
may permit such special mandatory prepayment are:

(a) Change in the Board. A material change in
the Board of Directors which will be conclusively deemed to
have occurred if, and only if, during any period of two
consecutive years individuals who at the beginning of such
period constitute the Board of Directors (including for this
purpose any new director whose election or nomination for
election by the Company's stockholders was approved by a
vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period),
cease for any reason to constitute a majority of the Board
of Directors.

(b) Change in Shareholders. A material change in
the Company's stockholders which will be conclusively deemed
to have occurred if, and only if, any Person or related
group of Persons (other than a trustee or other entity which
holds the Company's stock on behalf of an employee benefit
plan whose participants are all current or former employees
of the Company) shall acquire ownership or control by proxy
or otherwise of 50% or more of the Company's Voting
Securities. The term "Voting Securities" shall mean all
Capital Stock of the Company which is entitled to vote for
the election of directors.

SECTION 3.17. Lending Offices. Base Rate Loans
made by each Bank shall be made from and maintained at such
Bank's Domestic Lending Office. LIBOR Loans made by each
Bank shall be made from and maintained at such Bank's
Eurodollar Lending Office. Each Bank may, from time to time
by written notice given to the Company and the
Administrative Agent, change its designation of lending
office for Loans based on any Borrowing Rate. Designation
by any Bank of an Affiliate as the Domestic Lending Office
or the Eurodollar Lending Office shall not affect the
obligations of such Bank or the Company hereunder.

SECTION 3.18. Survival. All liabilities of the
Company under this Agreement arising prior to the
Termination Date shall survive termination of this Agreement
and/or repayment of Loans.

ARTICLE IV

Conditions Precedent

SECTION 4.01. Initial Loans. The initial Loan
under this Agreement shall not be made earlier than
March 11, 1997. The obligation of each Bank to make the
initial Loan under this Agreement shall not arise earlier
than March 11, 1997, and shall be subject to the following
conditions precedent (all documents required to be delivered
hereunder shall be delivered with the number of originals
and copies requested by the Administrative Agent). It shall
not be necessary for the Company to borrow hereunder on the
date that the following conditions precedent are satisfied
in order to establish the effectiveness of its right to
borrow hereunder.

(a) Notes. The Company shall have furnished the
Administrative Agent with a Note for each Bank requesting
such.

(b) Signatures. The Company shall have certified
to the Administrative Agent the name and signature of each
officer of the Company authorized to sign this Agreement and
the Notes and to borrow and effect other transactions
hereunder. The Administrative Agent and the Banks may
conclusively rely on such certification until they receive
notice in writing to the contrary.

(c) Opinion of Company's General Counsel. The
Administrative Agent shall have received from the General
Counsel of the Company an opinion in the form attached as
Schedule 3.

(d) Proof of Corporate Action. The
Administrative Agent shall have received certified copies of
all corporate action taken by the Company to authorize the
execution, delivery and performance of this Agreement and
the Notes, and the borrowings hereunder, and such other
papers as the Administrative Agent shall reasonably require.

(e) Officer's Certificate. The Administrative
Agent shall have received a certificate of a Principal
Financial Officer to the effect that since December 31,
1996, there has been no material adverse change in the
business, condition or operations (financial or otherwise)
of the Company or of the Company and its Subsidiaries on a
combined basis, except as disclosed pursuant to
Section 2.01(c) and that no event has occurred and is
continuing which, under the terms hereof, is an Event of
Default or would, with the lapse of time or notice or both,
become an Event of Default.

(f) Opinion of Special Counsel to the Agents.
Special Counsel to the Agents shall have rendered its
opinion to the Agents and the Banks concerning this
Agreement and the Notes which shall be satisfactory in form
and substance to the Agents.

(g) Notice of Borrowing. Satisfaction of the
conditions precedent set forth in Section 4.02(a) and, if
applicable, 4.02(b).

(h) Prior Revolving Loan Agreement. All amounts
due under the Boise Cascade Corporation 1994 Revolving Loan
Agreement dated as of April 15, 1994, as amended, have been
paid and the commitments of the banks thereunder terminated.

(i) Credit Agreement. The Administrative Agent
shall have received this Agreement executed by the Company,
the Agents and the Banks.

SECTION 4.02. Incremental Borrowings. The
obligation of each Bank to make each Revolving Loan required
by a notice of borrowing given pursuant to Section 3.04(a),
and the obligation of each Swingline Bank to make each
Swingline Loan, shall be subject to the following conditions
precedent:

(a) Absence of Default. No Event of Default, and
no event which with notice or lapse of time or both would
become an Event of Default, shall have occurred and be
continuing on the date of such Loan and the representations
and warranties of the Company set forth in Section 2.02
shall be deemed to be remade as of the date of such Loan and
shall be true and correct in all material respects.

(b) Notice. Notice of the borrowing shall have
been given in accordance with Section 3.04(a) or 3.04(f), as
applicable.

SECTION 4.03. Other Borrowings. The obligation
of each Bank to make each Revolving Loan required by a
notice of Borrowing given or deemed given pursuant to
Section 3.04(b) shall be subject to the conditions precedent
that the Company shall have complied with its obligations
under Section 5.01(g) and the Majority Banks have not
terminated the Banks' Commitments and/or accelerated payment
on the unpaid balance of all Loans pursuant either to
Section 3.16 or Section 7.02. Each such reborrowing shall
be deemed a certification by the Company that this condition
is satisfied.

ARTICLE V

Affirmative Covenants

From the date hereof and so long as the Commitment
of any Bank shall be outstanding and until the payment in
full of all sums owed hereunder and under the Notes and the
performance of all other obligations of the Company under
this Agreement, the Company agrees that, unless the Majority
Banks shall otherwise consent in writing:

SECTION 5.01. Information and Reports To Be
Furnished by the Company. The Company will furnish to each
Bank (in duplicate if requested) the following information
and reports:

(a) Quarterly Reports. As soon as available and,
in any event, within 45 days after the end of each of the
first three Fiscal Quarters and within 90 days after the end
of the fourth Fiscal Quarter in each of the Company's Fiscal
Years, the Consolidated balance sheets of the Company and
its Restricted Subsidiaries as of the close of such quarter,
and the related Consolidated statements of income and cash
flows for the expired portion of the Fiscal Year then ended,
together with comparative Consolidated figures for the same
periods of the preceding year. Such financial statements
have been prepared from the books and records of the Company
and its Subsidiaries kept in accordance with Section 5.02.
So long as the book value of the Company's aggregate
investment in and advances to its Unrestricted Subsidiaries
is less than 5% of Consolidated Net Assets, the financial
statements and certification required by this
Section 5.01(a) may be presented without exclusion of such
Unrestricted Subsidiaries.

(b) Annual Statements. As soon as available and,
in any event, within 90 days after the end of each Fiscal
Year, the Consolidated balance sheets of the Company and its
Subsidiaries as at the end of such year, and the related
Consolidated statements of income, retained earnings,
shareholders' equity and cash flows for such year, together
with comparative figures for the immediately preceding
Fiscal Year, all in reasonable detail and accompanied by
(i) reports or certificates of independent public
accountants of recognized national standing stating, with
respect to such Consolidated financial statements, that the
financial statements were prepared in accordance with
Generally Accepted Accounting Principles without any
qualification due to limited investigation, such accountants
to be satisfactory to the Majority Banks, and (ii) the
statement of such public accountants that they have caused
the provisions of this Agreement to be reviewed and have no
knowledge of any default by the Company in the performance
or observance of any of the provisions of Sections 6.01,
6.02, 6.03, and 6.04 of this Agreement or the Notes or, if
they have such knowledge, specifying such default and the
nature thereof.

(c) Compliance Certificate and Computations. At
the time of delivery of each quarterly and annual statement
furnished pursuant to Section 5.01, a certificate signed by
a Principal Financial Officer, stating that he has caused
the provisions of this Agreement to be reviewed and has no
knowledge of the occurrence of any default by the Company in
the performance or observance of any of the provisions of
this Agreement or the Notes or if he has such knowledge,
specifying such default and the nature and status thereof,
and setting forth computations in reasonable detail showing,
as of the end of the period covered by such statement, the
amounts of Consolidated Senior Funded Debt and Net Worth.
Such certificate shall also show compliance with
Sections 6.01 and 6.03 as appropriate.

(d) Credit Rating. Prompt written notice of any
change in the Company's senior unsecured long-term debt
rating by either S&P or ▇▇▇▇▇'▇.

(e) Reports to Stockholders. Promptly upon the
sending, making available or filing of the same, all such
debt registration statements, proxy statements, financial
statements and reports as the Company shall send or make
available to its stockholders or to any holder of its public
Senior Funded Debt for borrowed money or filed with the
Securities and Exchange Commission, excluding filings made
with the SEC solely in respect of securities issued pursuant
to employee benefit plans of the Company and its
Subsidiaries.

(f) Miscellaneous Information; Inspection. From
time to time upon request, such information regarding the
business and affairs and condition (financial and other) of
the Company, its Restricted Subsidiaries, and its Material
Subsidiaries and their respective properties in such detail
as may reasonably be requested by each Bank; and each Bank
shall also have the right at its expense to visit and
inspect any of such properties, to examine books of account,
records and other papers of the Company, its Restricted
Subsidiaries, and its Material Subsidiaries and to take
notes and make transcripts therefrom, and to discuss their
affairs, finances and accounts with, and be advised as to
the same by, their officers, all at such reasonable times
and intervals as may be requested.

(g) Notice of Event of Default. Promptly upon a
Principal Financial Officer obtaining knowledge of an Event
of Default, the Company shall give written notice to the
Administrative Agent of the Event of Default and what action
the Company proposes to take with respect thereto. The
Company shall also give the Administrative Agent a copy of
any such notice any time a notice of reborrowing is given
pursuant to Section 3.04(b) or deemed to be given under
Section 3.04(c), if the Event of Default is continuing at
the time such reborrowing notice is given or is deemed to be
given.

(h) ERISA. The Company shall promptly notify the
Banks of:

(i) any ERISA Event affecting the Company or any
ERISA Affiliate, together with a copy of any notice
with respect to such event that may be required to be
filed with a Governmental Authority and any notice
delivered by a Governmental Authority to the Company or
any ERISA Affiliate with respect to such event;

(ii) any material increase in the Unfunded Pension
Liability of any Pension Plan or any material increase
in the withdrawal liability of any Multiemployer Plan,
whether arising under an existing Pension Plan or
Multiemployer Plan or such a plan that is subsequently
adopted or maintained; and

(iii) the occurrence of any "prohibited transaction"
within the meaning of Section 406 of ERISA, that is not
covered by an exemption, and which could expose the
Company or its ERISA Affiliates to a material
liability.

(i) Litigation. Notice of any litigation or
administrative proceeding that has resulted or may result in
a Material Adverse Effect, including (i) breach or
nonperformance of, or any default under, a contractual
obligation of the Company or any Subsidiary; (ii) any
litigation or proceeding between the Company or any
Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any
litigation or proceeding affecting the Company or any
Subsidiary; including pursuant to any applicable
Environmental Laws. Such notice shall be given within ten
days after a Principal Financial Officer of the Company has
determined that such litigation or proceeding has resulted
or may result in a Material Adverse Effect.

(j) Subsidiaries. The Company shall deliver to
the Banks prompt notice of any Subsidiary becoming or
ceasing to be an Unrestricted Subsidiary.

SECTION 5.02. Accounts. The Company and its
Subsidiaries will each keep true records and books of
account in which full, true and correct entries will be made
of all dealings or transactions in relation to its business
and affairs in accordance with Generally Accepted Accounting
Principles.

SECTION 5.03. Prompt Payment of Indebtedness.
The Company and its Restricted Subsidiaries and Unrestricted
Subsidiaries (but only to the extent that nonpayment of the
following items shall create a payment obligation to the
Company or a Restricted Subsidiary) will each promptly pay
and discharge, when due and payable, all lawful taxes,
assessments and governmental charges or levies imposed upon
it or its property, and all its other Indebtedness,
provided, however, that any such tax, assessment, charge,
levy or other Indebtedness need not be paid: (a) if the
validity thereof shall currently be contested in good faith
by appropriate action or proceedings, the Company or the
Restricted Subsidiary concerned shall have set aside on its
books adequate reserves with respect thereto and no
proceedings shall have been commenced to foreclose any lien
securing any such tax, assessment, charge or levy; or (b) on
any note secured by a mortgage or deed of trust on property
held by the Company or its Restricted Subsidiaries or in
connection with any tax, assessment, government charge or
levy, if the sole recourse of the mortgage or deed of trust
holder or taxing authority is to foreclose on the property
subject to such mortgage or tax and so long as any such sum
is due and unpaid the assets so encumbered are excluded from
the calculation of Consolidated Net Worth.

SECTION 5.04. Conduct of Business and Corporate
Existence. The Company and its Restricted Subsidiaries will
each do all things necessary to preserve, renew and keep in
full force and effect its corporate existence and its rights
and franchises by it deemed necessary to continue its
business. Nothing in the preceding sentence shall preclude
the Company from liquidating any of its Subsidiaries or
merging any of its Subsidiaries into the Company or another
of its Subsidiaries so long as such action does not
constitute a breach of any other portion of this Agreement
or result in an Event of Default. The Company and its
Restricted Subsidiaries will each comply with all applicable
laws, ordinances and regulations in respect of the conduct
of its business and the ownership of its property, except to
the extent that noncompliance therewith would not have a
Material Adverse Effect.

SECTION 5.05. Maintenance of Property and Leases.
The Company and its Restricted Subsidiaries will each keep
its properties in such repair, working order and condition
as shall be in the best interest of its business, and from
time to time will make all needful and proper repairs,
renewals, replacements, additions and improvements thereto,
and will comply with the provisions of all leases to which
it is a party or under which it occupies property so as to
prevent any loss or forfeiture thereof or thereunder; but
nothing in this Section 5.05 shall prevent the Company or
any Restricted Subsidiary from selling, abandoning or
otherwise disposing of any property or lease if such
property or lease is no longer useful in the business of the
Company or Restricted Subsidiary.

SECTION 5.06. Insurance. The Company and its
Restricted Subsidiaries will each keep its assets which are
of an insurable character (except timberlands and other
assets which are not customarily insured by other companies
engaged in similar businesses, and except minor assets which
in the aggregate do not constitute a material part of the
assets of the Company or any Restricted Subsidiary) insured
by financially sound and reputable insurers against loss or
damage by fire and extended coverage in amounts sufficient
to prevent the Company or any Restricted Subsidiary from
becoming a coinsurer and not in any event less than 80% of
the actual cash value of the property insured; and will
maintain, with financially sound and reputable insurers,
insurance against other hazards and risks and liability to
persons and property to the extent and in the manner
customary for companies in similar businesses; provided,
however, that the Company and any Restricted Subsidiary may
self-insure against liability to workers in any state or
jurisdiction, or may effect workers' compensation insurance
therein through an insurance fund operated by such state or
jurisdiction, if the limitation upon liability imposed by
the applicable workers' compensation law is and remains
effective; provided further that the Company and its
Restricted Subsidiaries may self-insure or otherwise retain
risk in respect of any insurance coverage required by this
Section 5.06 for the first $5,000,000 per occurrence or
loss. The foregoing retainage of risk may be structured as
a deductible or other direct risk retention feature or it
may be structured by placement of the required insurance
coverage with a Subsidiary insurance company (the "Insurance
Company") so long as the Insurance Company reinsures the
required coverage with financially sound and reputable
reinsurance companies to the extent necessary to ensure that
the total portion of required coverage risk retained by the
Company and its Subsidiaries (including the Insurance
Company) is less than or equal to $5,000,000 per occurrence
or loss. Coverage which the Company elects to carry in
excess of the amount required by this Section 5.06 may be
carried subject to any level of risk retention deemed
appropriate by the Company.

SECTION 5.07. Use of Proceeds. The Company shall
not, and shall not suffer or permit any Subsidiary to, use
any portion of the Loan proceeds, directly or indirectly,
(i) to purchase or carry Margin Stock, (ii) to repay or
otherwise refinance indebtedness of the Company or others
incurred to purchase or carry Margin Stock, or (iii) to
extend credit for the purpose of purchasing or carrying any
Margin Stock.

ARTICLE VI

Financial Covenants

From the date hereof, and so long as the
Commitment of any Bank shall be outstanding, and until the
payment in full of all sums owed hereunder and under the
Notes, and the performance of all other obligations of the
Company under this Agreement, the Company agrees that,
unless the Majority Banks shall otherwise consent in
writing, it will comply with the financial covenants set
forth in Sections 6.01 through 6.04 below.

SECTION 6.01. Senior Funded Debt. Neither the
Company nor any Restricted Subsidiary will create, assume or
guarantee, or otherwise become liable, directly or
indirectly (collectively, "Incur"), upon or in respect of
any Senior Funded Debt (except for extensions, renewals,
rollovers or reborrowings of existing Senior Funded Debt on
substantially the same terms and conditions) unless each of
the following conditions is satisfied:

(a) The Maximum Capitalization Ratio of the
Company and its Restricted Subsidiaries at the end of the
most recent fiscal quarter ended prior to such date shall
not be greater than .55 to 1 (and would not have been
greater than .55 to 1 if the Senior Funded Debt proposed to
be Incurred, and all other Senior Funded Debt Incurred or
repaid or retired since the end of such fiscal quarter,
including any concurrent repayment or retirement of Senior
Funded Debt, had been Incurred, repaid or retired as of the
end of such fiscal quarter).

(b) As of the end of the most recent fiscal
quarter ended prior to such date, Consolidated EBITDA of the
Company and its Restricted Subsidiaries for the four fiscal
quarters ended as of the end of such fiscal quarter shall
equal or exceed 200% of the actual interest expense as
reported in the Consolidated income statement of the Company
for those four fiscal quarters but excluding interest
expense of Unrestricted Subsidiaries.

SECTION 6.02. Restrictions on Secured Debt. The
Company will not itself, and will not permit any Restricted
Subsidiary to, incur, issue or assume any Indebtedness
secured after the date hereof by pledge of, or mortgage or
lien on, any Principal Property of the Company or any
Restricted Subsidiary or any shares of Capital Stock of or
Indebtedness of any Restricted Subsidiary (mortgages,
pledges and liens being hereinafter in this Section 6.02
called "Mortgage" or "Mortgages"), without effectively
providing that the Company's obligations under this
Agreement and the Notes (together with, if the Company shall
so determine, the Company's guaranty of debt issued in
connection with the 1989 ESOP and any other indebtedness of
the Company or such Restricted Subsidiary then existing or
thereafter created which is not subordinate to the Loans)
shall be secured equally and ratably with (or, at the option
of the Company, prior to) such secured Indebtedness until
such secured Indebtedness has been repaid in full and the
liens relating thereto have been released (provided that at
the time of such payment no Event of Default exists),
unless, after giving effect thereto, the aggregate amount of
all such secured Indebtedness would not exceed 10% of
Consolidated Net Assets of the Company and its Restricted
Subsidiaries; provided, however, that this Section 6.02
shall not apply to, and there shall be excluded from secured
Indebtedness in any computation under this Section 6.02,
Indebtedness secured by:

(a) mortgages on property of, or on any shares of
Capital Stock of or Indebtedness of, any corporation
existing at the time such corporation becomes a
Restricted Subsidiary;

(b) mortgages in favor of the Company or any
Restricted Subsidiary;

(c) mortgages in favor of any governmental body to
secure progress, advance or other payments pursuant to
any contract or provision of any statute;

(d) mortgages on property, shares of Capital Stock
or Indebtedness existing at the time of acquisition
thereof (including acquisition through merger or
consolidation) or to secure the payment of all or any
part of the purchase price thereof or construction
thereon or to secure any Indebtedness incurred prior
to, at the time of, or within 180 days after the later
of the acquisition of such property, shares of Capital
Stock or Indebtedness or the completion of construction
for the purpose of financing all or any part of the
purchase price thereof or construction thereon;
provided, however, that if such financing is in
connection with the acquisition of any Timberlands, and
the Board of Directors of the Company has determined,
prior to or at the time of such acquisition, that the
Company will seek such financing (from a lender or
investor not including the Company or any Subsidiary),
then the applicable Mortgage shall be deemed to be
included in this Section 6.02(d) if such Mortgage is
created within a further 180 days after the end of such
first 180-day period;

(e) mortgages securing obligations issued by a
state, territory or possession of the United States, or
any political subdivision of any of the foregoing, or
the District of Columbia, to finance the acquisition or
construction of property, and on which the interest is
not, in the opinion of tax counsel of recognized
standing or in accordance with a ruling issued by the
Internal Revenue Service, includable in gross income of
the holder by reason of Section 103(a)(1) of the Code
(or any successor to such provision) as in effect at
the time of the issuance of such obligations;

(f) any extension, renewal or replacement (or
successive extensions, renewals or replacements), as a
whole or in part, of any Mortgage referred to in the
foregoing Sections 6.02(a) to 6.02(e), inclusive;
provided, however, that such extension, renewal or
replacement Mortgage shall be limited to all or part of
the same property, shares of Capital Stock or
Indebtedness that secured the Mortgage extended,
renewed or replaced (plus improvements on such
property); or

(g) any mortgage, pledge, lien, sale, or
assignment of Margin Stock.

SECTION 6.03. Minimum Net Worth. The Company and
its Restricted Subsidiaries shall maintain, as of the end of
each fiscal quarter, Consolidated Net Worth equal to at
least $1,400,000,000, plus the sum of 50% of cumulative
quarterly Consolidated Net Income, for each fiscal quarter
with respect to which quarterly Consolidated Net Income is
not a loss, for the period beginning with the fiscal quarter
ending March 31, 1997.

SECTION 6.04. Consolidation, Merger, and Sale of
All Assets. The Company shall not convey or transfer its
properties and assets substantially as an entirety to any
Person or Persons in a single transaction or related series
of transactions. The Company shall not consolidate with or
merge with any Person unless each of the following
requirements is satisfied:

(a) The Company shall be the surviving
corporation in any such consolidation or merger.

(b) Immediately after giving effect to such
consolidation or merger, no Event of Default, and no event
which, after notice or lapse of time, or both, would become
an Event of Default, shall have happened and be continuing.

(c) No such consolidation, merger, conveyance or
transfer shall be entered into or made by the Company with
or to another corporation which has outstanding any
obligations secured by a Mortgage (as defined in
Section 6.02) if, as a result of such consolidation, merger,
conveyance or transfer, any Principal Property of the
Company or any Restricted Subsidiary would be subjected to
the lien of such Mortgage and such Mortgage is not expressly
excluded from the restrictions or permitted by the
provisions of Section 6.02 unless simultaneously therewith
or prior thereto effective provision shall be made for the
securing of all of the Company's obligations under this
Agreement and the Notes (together with, if the Company shall
so determine, the Company's guaranty of debt issued in
connection with the 1989 ESOP and any other Indebtedness of
the Company now existing or hereafter created which is not
subordinated to the obligations of the Company hereunder and
under the Notes), equally and ratably with (or, at the
option of the Company, prior to) the obligations secured by
such Mortgage by a lien upon such Principal Property.

Any corporation formed by a merger or
consolidation permitted by this Section 6.04 shall
constitute for all purposes hereunder the successor to the
Company and have and be entitled to exercise all rights,
powers and privileges of the Company hereunder and be
obligated to fully and completely perform all duties and
obligations of the Company hereunder.

ARTICLE VII

Default

SECTION 7.01. Events of Default. The occurrence
of one or more of the following events shall constitute an
"Event of Default" under this Agreement:

(a) if default shall be made in the payment of
principal on any of the Loans when and as the same
shall become due and payable or in any of the covenants
contained in Sections 6.01, 6.02, 6.03 or 6.04; or

(b) if default shall be made in the payment of any
interest on any of the Loans or any facility fees or
other amounts when and as the same shall become due and
payable and any such default shall continue for a
period of six days; or

(c) if default shall be made in the observance or
performance of any other covenant or provision of the
Notes or of this Agreement, and such default shall
continue for a period of 30 days after the Company
shall have obtained knowledge thereof; or

(d) if default shall be made under the terms of
any note, debenture, bond, agreement or other
instrument relating to money borrowed by the Company or
a Restricted Subsidiary with an unpaid principal
balance in excess of $5,000,000 and such default shall
continue beyond the period of grace, if any, specified
therein, but excluding any default on any note secured
by a mortgage or deed of trust on property held by it
if the only recourse of the holder of such note shall
be to foreclose the mortgage or deed of trust; and
provided further, that if the Company or Restricted
Subsidiary committing such default shall effect a cure
thereof or obtain a waiver thereof from the holder of
such debt prior to action by the Majority Banks
pursuant to Section 7.02 hereof, no Event of Default
shall exist under this Section;

(e) if any representation or warranty made by the
Company in this Agreement, or in connection with any
amendment hereof, or in any certificate delivered or
deemed to have been delivered pursuant hereto shall
prove to have been untrue in any material respect as of
the date made; or

(f) if the Company or any Material Subsidiary
shall be involved in financial difficulties as
evidenced by:

(i) the Company or any Material Subsidiary
(A) ceases or fails to be solvent, or generally
fails to pay, or admits in writing its inability
to pay, its debts as they become due, subject to
applicable grace periods, if any, whether at
stated maturity or otherwise, (B) voluntarily
ceases to conduct its business in the ordinary
course, (C) commences any Insolvency Proceeding
with respect to itself, or (D) takes any action to
effectuate or authorize any of the foregoing, or

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

(g) if any judgments or awards for the payment of
money in excess of $1,000,000 in the aggregate shall
have been rendered against the Company or any
Restricted Subsidiary and the same shall have remained
unsatisfied and in effect, without stay of execution,
for any period of 60 consecutive days; or

(h) (i) the occurrence of an ERISA Event with
respect to a Pension Plan or Multiemployer Plan which
has resulted or is expected to result in liability of
the Company under Title IV of ERISA to the Pension
Plan, Multiemployer Plan or the PBGC in an aggregate
amount in excess of 20% of Consolidated Net Worth,
(ii) the commencement or increase of contributions to,
or the adoption of or the amendment of a Pension Plan
by the Company or an ERISA Affiliate which has resulted
or will result in an increase in net Unfunded Pension
Liability among all Pension Plans in an aggregate
amount in excess of 20% of Consolidated Net Worth, or
(iii) the Company or an ERISA Affiliate shall fail to
pay when due, after the expiration of any applicable
grace period, any installment payment with respect to
its withdrawal liability under Section 4201 of ERISA
under a Multiemployer Plan, which has resulted or could
reasonably be expected to result in a Material Adverse
Effect.

SECTION 7.02. Acceleration of Loans. If any
Event of Default shall occur and shall be continuing, the
Majority Banks, by notice given in writing to the Company by
the Administrative Agent, may terminate the Banks'
Commitments and Swingline Commitments and/or declare the
unpaid balance of all Loans, interest accrued and unpaid
thereon, and all accrued and unpaid facility fees to be
forthwith due and payable, and thereupon such balance, such
interest, and such facility fees shall become so due and
payable without presentation, protest or further demand or
notice of any kind, all of which are hereby expressly
waived; provided that, if the Event of Default occurring
shall be an event specified in Section 7.01(f), all
Commitments and Swingline Commitments shall automatically
terminate, all sums owed in respect of any Loan and all
facility fees shall be automatically due and payable
immediately upon the occurrence of such event without the
necessity of any action by either Administrative Agent, the
Majority Banks, or any Bank.

ARTICLE VIII

The Agents

SECTION 8.01. Appointment and Authorization;
"Agents". Each Bank hereby irrevocably (subject to
Section 8.09) appoints, designates and authorizes the Agents
to take such action on its behalf under the provisions of
this Agreement and to exercise such powers and perform such
duties as are expressly delegated to it by the terms of this
Agreement, together with such powers as are reasonably
incidental thereto. Notwithstanding any provision to the
contrary contained elsewhere in this Agreement, the Agents
shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall the Agents have or be
deemed to have any fiduciary relationship with any Bank, and
no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement
or otherwise exist against the Agents. Without limiting the
generality of the foregoing sentence, the use of the terms
"agent" or "agents" in this Agreement with reference to any
of the Agents is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency
doctrine of any applicable law. Instead, such term is used
merely as a matter of market custom, and is intended to
create or reflect only an administrative relationship
between independent contracting parties.

SECTION 8.02. Delegation of Duties. The Agents
may execute any of their duties under this Agreement by or
through agents, employees or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters
pertaining to such duties. The Agents shall not be
responsible for the negligence or misconduct of any agent or
attorney-in-fact that they select with reasonable care.

SECTION 8.03. Liability of Agents. None of the
Agent-Related Persons shall (i) be liable for any action
taken or omitted to be taken by any of them under or in
connection with this Agreement or any Note or the
transactions contemplated hereby (except for their own gross
negligence or wilful misconduct), or (ii) be responsible in
any manner to any of the Banks for any recital, statement,
representation or warranty made by the Company or any
Subsidiary or Affiliate of the Company, or any officer
thereof, contained in this Agreement or in any certificate,
report, statement or other document referred to or provided
for in, or received by the Agents under or in connection
with, this Agreement or any other such certificate, report,
statement or other document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement
or any other such certificate, report, statement or other
document, or for any failure of the Company to perform its
obligations hereunder or thereunder. The Agents and any
Agent-Related Persons shall not be under any obligation to
any Bank to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or any
conditions of, this Agreement or any other such certificate,
report, statement or other document, or to inspect the
properties, books or records of the Company or any of the
Company's Subsidiaries or Affiliates.

SECTION 8.04. Reliance by Agent. (a) The Agents
shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex
or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or
Persons, and upon advice and statements of legal counsel
(including counsel to the Company), independent accountants
and other experts selected by the Agents. The Agents shall
be fully justified in failing or refusing to take any action
under this Agreement or any Note unless they shall first
receive such advice or concurrence of the Majority Banks as
they deem appropriate and, if they so request, they shall
first be indemnified to their satisfaction by the Banks
against any and all liability and expense which may be
incurred by them by reason of taking or continuing to take
any such action. The Agents shall in all cases be fully
protected in acting, or in refraining from acting, under
this Agreement or any Note in accordance with a request or
consent of the Majority Banks (or, when expressly required
hereby, all the Banks) and such request and any action taken
or failure to act pursuant thereto shall be binding upon all
of the Banks.

(b) For purposes of determining compliance with
the conditions specified in Section 4.01, each Bank that has
executed this Agreement shall be deemed to have consented
to, approved or accepted or to be satisfied with, each
document or other matter either sent (or made available) by
the Agents to such Bank for consent, approval, acceptance or
satisfaction, or required thereunder to be consented to or
approved by or acceptable or satisfactory to the Bank.

SECTION 8.05. Notice of Default. The
Administrative Agent shall not be deemed to have knowledge
or notice of the occurrence of any default or Event of
Default, except with respect to defaults in the payment of
principal, interest and fees required to be paid to the
Administrative Agent for the account of the Banks, unless
the Administrative Agent shall have received written notice
from a Bank or the Company referring to this Agreement,
describing such Default or Event of Default and stating that
such notice is a "notice of default". The Administrative
Agent will notify the Banks of its receipt of any such
notice. The Administrative Agent shall take such action
with respect to such default or Event of Default as may be
requested by the Majority Banks in accordance with
Section 7.02; provided, however, that unless and until the
Administrative Agent has received any such request, the
Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with
respect to such default or Event of Default as it shall deem
advisable or in the best interest of the Banks.

SECTION 8.06. Credit Decision. Each Bank
acknowledges that none of the Agents or Agent-Related
Persons have made any representation or warranty to it, and
that no act by the Administrative Agent hereinafter taken,
including any review of the affairs of the Company and its
Subsidiaries, shall be deemed to constitute any
representation or warranty by the Agents or any Agent-
Related Persons to any Bank. Each Bank represents to the
Agents that it has, independently and without reliance upon
any Agent-Related Persons and based on such documents and
information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and
creditworthiness of the Company and its Subsidiaries, and
all applicable bank regulatory laws relating to the
transactions contemplated hereby, and made its own decision
to enter into this Agreement and to extend credit to the
Company hereunder. Each Bank also represents that it will,
independently and without reliance upon any Agent-Related
Persons and based on such documents and information as it
shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not
taking action under this Agreement and any Note, and to make
such investigations as it deems necessary to inform itself
as to the business, prospects, operations, property,
financial and other condition and creditworthiness of the
Company. Except for notices, reports and other documents
expressly herein required to be furnished to the Banks by
the Agents, the Agents shall not have any duty or
responsibility to provide any Bank with any credit or other
information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness
of the Company which may come into the possession of any of
the Agents or any of the Agent-Related Persons.

SECTION 8.07. Indemnification. (a) Whether or
not the transactions contemplated hereby are consummated,
the Banks shall indemnify upon demand the Agents or any
Agent-Related Persons (to the extent not reimbursed by or on
behalf of the Company and without limiting the obligation of
the Company to do so), pro rata, from and against any and
all Indemnified Liabilities; provided, however, that no Bank
shall be liable for the payment to the Agent-Related Persons
of any portion of such Indemnified Liabilities to the extent
that they are found by a final decision of a court of
competent jurisdiction to have resulted solely from such
Person's gross negligence or willful misconduct. Without
limitation of the foregoing, each Bank shall reimburse the
Agents upon demand for its ratable share of any costs or
out-of-pocket expenses (including all fees and disbursements
of any law firm or other external counsel, the allocated
cost of internal legal services and all disbursements of
internal counsel) incurred by the Agents in connection with
the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this
Agreement, or any document contemplated by or referred to
herein, to the extent that the Agents are not reimbursed for
such expenses by or on behalf of the Company. The
undertaking in this Section shall survive the termination of
this Agreement and/or the repayment of Loans.

(b) The Company shall indemnify and hold harmless
the Agents, the Banks, and their respective directors,
officers, agents, and employees from and against all losses,
claims, damages, expenses, or liabilities, including but not
limited to legal (including all fees and disbursements of
any law firm or other external counsel, the (allocated cost
of internal legal services and all disbursements of internal
counsel) or other expenses incurred in connection with
investigating, preparing to defend, or defending any such
loss, claim, damage, expense, or liability incurred in
respect of the financing contemplated hereby or the proposed
use of the proceeds of such financing (all of the foregoing
collectively, the "Indemnified Liabilities"). This
indemnity shall not apply to claims by a Bank (including the
Agents or their respective Agent-Related Persons) against
another Bank (including Agents or their respective Agent-
Related Persons).

SECTION 8.08. Agent in Individual Capacity. The
Agents or any other Agent-Related Persons may make loans to,
issue letters of credit for the account of, accept deposits
from, acquire equity interests in and generally engage in
any kind of banking, trust, financial advisory, underwriting
or other business with the Company and its Subsidiaries and
Affiliates as though the Agents were not the Agents
hereunder and without notice to or consent of the Banks.
The Banks acknowledge that, pursuant to such activities, the
Agents may receive information regarding the Company or its
Subsidiaries or Affiliates (including information that may
be subject to confidentiality obligations in favor of the
Company or such Subsidiary or Affiliate) and acknowledge
that the Agents shall be under no obligation to provide such
information to them. With respect to their respective
Loans, the Agents shall have the same rights and powers
under this Agreement as any other Bank and may exercise the
same as though they were not the Agents, and the terms
"Bank" and "Banks" include the Agents in their individual
capacities.

SECTION 8.09. Successor Administrative Agent.
The Administrative Agent may, and at the request of the
Majority Banks shall, resign as Administrative Agent upon 30
days' notice to the Banks and the Company. If the
Administrative Agent resigns under this Agreement, the
Company may elect to have either of the remaining Agents
succeed to all of the rights, powers and duties of the
resigning Administrative Agent. If all of the Agents resign
under this Agreement, the Majority Banks shall appoint from
among the Banks a successor agent for the Banks which
successor agent shall be approved by the Company. If no
successor agent is appointed prior to the effective date of
the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the
Banks and the Company, a successor agent from among the
Banks. Upon the acceptance of its appointment as successor
agent hereunder, such successor agent shall succeed to all
the rights, powers and duties of the retiring Administrative
Agent and the term "Administrative Agent" shall mean such
successor agent and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall
be terminated. After any retiring Administrative Agent's
resignation hereunder as Administrative Agent, the
provisions of this Article VIII shall inure to its benefit
as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement. If no
successor agent has accepted appointment as Administrative
Agent by the date which is 30 days following a retiring
Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless
thereupon become effective and the Banks and the Company
shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Majority Banks
appoint a successor agent which successor agent shall be
approved by the Company as provided for above.
Notwithstanding the foregoing, however, Bank of America may
not be removed as the Administrative Agent at the request of
the Majority Banks unless Bank of America shall also
simultaneously be replaced as a "Swingline Bank" hereunder
pursuant to documentation in form and substance reasonably
satisfactory to Bank of America.

SECTION 8.10. Arrangement and Agency Fees. The
Company shall pay to each Agent, for its own account,
arrangement and agency fees in the amounts and at the times
required under the separate letter agreements between the
Company and each such Agent relating thereto.

SECTION 8.11. Syndication Agent; Documentation
Agent. Neither of the Banks identified on the facing page
or signature pages of this Agreement as the "Syndication
Agent" or "Documentation Agent" shall have any right, power,
obligation, liability, responsibility or duty under this
Agreement as such. Without limiting the foregoing, neither
of the Banks so identified as the "Syndication Agent" or
"Documentation Agent" shall have or be deemed to have any
fiduciary relationship with any Bank.

ARTICLE IX

Miscellaneous

SECTION 9.01. Waivers. No failure on the part of
any Bank or the Agents to exercise, and no delay in
exercising, and no course of dealing with respect to, any
right hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided
are cumulative and not exclusive of any remedies provided by
law.

SECTION 9.02. Expenses. The Company agrees to
promptly pay, whether or not any Loan is made hereunder;
(a) the reasonable fees and disbursements of the Special
Counsel to the Agents in connection with the negotiation of
this Agreement and preparation for the initial borrowing
hereunder; (b) all taxes, if any, upon any documents or
transactions pursuant to this Agreement; provided that each
Bank shall pay all of its income taxes owing to the United
States, any state or their respective political subdivisions
and income taxes owing to any country located outside the
United States; and (c) costs of collection or enforcement
incurred by the Agents and any Bank (including allocated
costs for in-house legal services and reasonable counsel
fees) in connection with any Event of Default or any effort
to collect sums past due hereunder (including in connection
with any "workout" or restructuring regarding the Loans, and
including in any Insolvency Proceeding or appellate
proceedings).

SECTION 9.03. Offsets. Nothing in this Agreement
shall be deemed a waiver or prohibition of any Bank's right
of banker's lien or offset.

SECTION 9.04. Governing Law. This Agreement and
the Notes shall be construed in accordance with and governed
by the law of the State of New York.

SECTION 9.05. Counterparts. This Agreement may
be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of
the parties hereto may execute this Agreement by signing any
such counterpart.

SECTION 9.06. Notices. Notices and the
communication provided for herein shall be in writing and
shall be delivered by manual delivery, mail, express
delivery, and telecopy, as follows:

(a) if to the Borrower, to it at ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇,
Attention of Treasurer (Telecopy No. 208-384-4913);

(b) (i) if a funding notice to the Administrative
Agent, to Bank of America National Trust and Savings
Association Agency Administrative Services #5596, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, Attention of ▇▇▇▇▇▇ ▇▇▇▇▇▇ (Telephone No. 415-
▇▇▇-▇▇▇▇ (Telecopy No. ▇▇▇-▇▇▇-▇▇▇▇; or (ii) If any
other notice to the Administrative Agent, to Bank of
America National Trust and Savings Association Credit
Products #3838, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention of
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, (Telephone No. ▇▇▇-▇▇▇-▇▇▇▇),
(Telecopy No. 415-622-4585)

(c) if to a Bank or a Swingline Bank, to it at its
address (or telecopy number) set forth on Schedule 1 or
in the Assignment and Acceptance pursuant to which such
Bank shall have become a party hereto.

Notices may be given in connection with this
Agreement by any party to any other party by any of the
foregoing means at the address for such means specified in
respect of such party herein or on Schedule 1 hereto.
Except for notices of borrowings given pursuant to
Sections 3.04(a), 3.04(b), 3.04(c) and 3.04(f), which shall
be effective upon receipt by the Administrative Agent,
notices shall be deemed effectively given as follows:
(a) when notices are manually delivered, they shall be
effective upon delivery to a responsible person at the
office of the party to whom they are intended as specified
herein or on Schedule 1 hereto; (b) when notices are given
by mail or express delivery service, they shall be effective
when they are deposited in the mail (certified or
registered, return receipt requested) or posted with an
express delivery company; or (c) notices given by telecopy
shall be effective upon receipt by the sending party of
telephonic confirmation of receipt from the party to whom
the notice is intended.

Whenever this Agreement provides that the Company
shall give notice to the Administrative Agent of certain
matters, the Administrative Agent shall promptly, after
receipt of any such notice, and notify each Bank of the
contents of such notice by (a) telecopy in the case of any
notice under Sections 3.04 or 3.05 and (b) any means
permitted by this Section 9.06 in the case of any other
notice.

The Company and the Agents may change any of the
addresses for notices set forth in this Section 9.06 at any
time by giving notice of such change in accordance with the
provisions of this Agreement to all parties to this
Agreement. Any Bank may change any of the addresses for
notices set forth on Schedule 1 hereto at any time by giving
notice of such change in accordance with the provisions of
this Agreement to the Administrative Agent and the Company.

Any agreement of the Agents and the Banks herein
to receive certain notices by telephone or facsimile is
solely for the convenience and at the request of the
Company. The Agents and the Banks shall be entitled to rely
on the authority of any Person they in good faith believe to
be a Person authorized by the Company to give such notice
and the Agents and the Banks shall not have any liability to
the Company or other Person on account of any action taken
or not taken by the Agents or the Banks in reliance upon
such telephonic or facsimile notice. Except where the
Agents or the Banks have failed to act in good faith, the
obligation of the Company to repay Loans where it did not
receive the benefit of the proceeds, or pay any other
amounts due hereunder, shall not be affected in any way or
to any extent by any failure by the Agents and the Banks to
receive written confirmation of any telephonic or facsimile
notice or the receipt by the Agents and the Banks of a
confirmation which is at variance with the terms understood
by the Agents and the Banks to be contained in the
telephonic or facsimile notice. Notwithstanding anything
set forth in this Section 9.06, identification of the
Company's bank account to which any funds are to be advanced
or transferred may only be in writing.

SECTION 9.07. Amendments. This Agreement may not
be amended, supplemented or modified, nor may any of its
terms be waived, except by written instruments signed by the
Company and the Majority Banks and, in the case of
amendments affecting Swingline Banks in their capacity as
Swingline Banks, the Swingline Banks; provided, however,
that no amendatory, supplemental or modifying agreement or
waiver shall (i) extend the term of, or increase the amount
of, the Commitment of any Bank (except such an increase in
amount with such Bank's consent pursuant to the Expansion
Option), reduce the rate of, or extend the time for payment
of, facility fees payable hereunder, extend the maturity of
any Loan or reduce the rate of interest thereon, extend the
time of payment of interest thereon or reduce the principal
amount thereof or change the provisions contained in
Sections 3.08, 3.10, or 3.12, (ii) change the percentage
specified in the definition of Majority Banks in
Section 1.01 of this Agreement, or (iii) amend this
Section 9.07, without the written consent of all of the
Banks. Any such amendatory, supplemental or modifying
agreement or waiver shall apply equally to each of the Banks
and shall be binding upon the Company and all of the Banks.
Nothing contained in the foregoing shall prohibit any Bank
from waiving any of its rights hereunder so long as such
waiver shall have no effect on the rights of any other Bank
hereunder. Notwithstanding the foregoing, no amendment,
waiver, or consent shall, unless in writing and signed by
the Administrative Agent in addition to the Majority Banks,
affect the rights or duties of the Administrative Agent
under this Agreement.

SECTION 9.08. Successors. This Agreement shall
be binding upon and inure to the benefit of the Company, the
Agents and the Banks and their respective successors and
assigns.

SECTION 9.09. Assignment. The Company shall not
sell or assign this Agreement or any of its rights and
powers hereunder or delegate its obligations hereunder to
any Person without the prior written consent of all of the
Banks except as permitted by Section 6.04.

SECTION 9.10. Dispositions. Each Bank represents
to the Company that it will make the Loans to be made by it
hereunder in the ordinary course of its commercial banking
business and will not transfer any interest in any such Loan
in violation of the provisions of this Agreement or of the
Securities Act of 1933, as amended, and the regulations
thereunder.

SECTION 9.11. Effective Date. This Agreement
shall be and become effective as of March 11, 1997, when the
Administrative Agent shall have received duly executed
counterparts hereof from all of the parties hereto and all
fees and expenses due upon closing to the Agents and Banks
in connection with this Agreement have been paid. Any Bank
may sign a counterpart and send the signature pages bearing
its signature to the Administrative Agent by facsimile
transmissions, followed by prompt delivery of an original of
such signature pages to the Administrative Agent.

SECTION 9.12. Consent to Jurisdiction. The
Company hereby irrevocably submits to the nonexclusive
jurisdiction of any state or Federal court sitting in the
State of New York in any action or proceeding arising out of
or relating to this Agreement, and the Company hereby
irrevocably agrees that all claims in respect of such action
or proceeding may be heard and determined in any such court.
The Company hereby irrevocably waives to the fullest extent
it may effectively do so, the defense of an inconvenient
forum to the maintenance of such action or proceeding.
Nothing in this Section 9.12. shall affect the right of the
Agents or any Bank to bring any action or proceeding against
the Company or its property in the courts of any other
jurisdiction.

SECTION 9.13. Confidentiality. Information
provided to the Banks pursuant to Section 5.01 shall be
maintained in confidence by the Banks in accordance with the
following:

(a) The term "Confidential Information" means all
information designated by the Company as confidential,
whether of an operational, economic, or accounting
nature, except information which is now or hereafter
becomes generally known in the financial community
through no fault of the Bank or information which was
in the Bank's possession at the time of receipt from
the Company and which was obtained by the Bank from
third parties lawfully in possession of such
information without any breach by such third party of a
duty of confidentiality to or for the benefit of the
Company or by analysis by the Bank of nonconfidential
information possessed by it. Disclosures made under
this Agreement which are specific shall not be deemed
to be within the foregoing exceptions merely because
they are embraced by more general information possessed
by the Bank which is not confidential information
within the meaning of the preceding sentence.

(b) Each Bank shall designate a specific
department or departments or specific representatives
for receiving Confidential Information.

(i) not to make any use whatsoever of the
Confidential Information except in connection with
present or future Loans to the Company or any of
its Subsidiaries or Affiliates;

(ii) not to reveal any Confidential
Information to any third parties, to any other
divisions, departments, Affiliates, or
subsidiaries of the Bank, or to any officer or
employee of the Bank who does not have a direct
need to know the Confidential Information in
connection with present or future Loans to the
Company or any of its Subsidiaries or Affiliates;
and

(iii) to file the Confidential Information in
secure places which ensure restricted
accessibility.

(d) Notwithstanding the provisions of
Section 9.13(c) any Bank may disclose the Confidential
Information, as required from time to time, in the
following circumstances: (i) at the request or
pursuant to any requirement of any Governmental
Authority to which the Bank is subject or in connection
with an examination of such Bank by any such authority;
(ii) pursuant to subpoena or other court process;
(iii) when required to do so in accordance with the
provisions of any applicable Requirement of Law;
(iv) to the extent reasonably required in connection
with any litigation or proceeding to which the Agents,
any Bank or their respective Affiliates may be party;
(v) to the extent reasonably required in connection
with the exercise of any remedy hereunder; (vi) to such
Bank's independent auditors and other professional
advisors; and (vii) as to any Bank, as expressly
permitted under the terms of any other document or
agreement regarding confidentiality to which the
Company is party with such Bank; provided that if any
Bank is served with legal process which may require
disclosure of Confidential Information it shall
promptly notify the Company of such fact.

(e) The provisions hereof shall remain in effect
for so long as this Agreement shall remain in effect
plus a period of three years thereafter.

(f) Each Bank agrees that it will periodically
sign a nondisclosure agreement reconfirming its
obligations under this Section 9.13.

SECTION 9.14. Interpretation. The following
rules shall apply to the construction of this Agreement
unless the context requires otherwise: (a) the singular
includes the plural and the plural the singular; (b) words
importing any gender include the other genders;
(c) references to statutes are to be construed as including
all statutory provisions consolidating, amending, or
replacing the statute to which reference is made, and all
regulations adopted and publications promulgated pursuant to
such statutes; (d) references to "writing" include printing,
photocopy, typing, lithography, and other means of
reproducing words in a tangible, visible form; (e) the words
"including", "includes", and "include" shall be deemed to be
followed by the words "without limitation"; (f) references
to sections (or subdivisions of sections), exhibits,
appendices, annexes, or schedules are to those of this
Agreement unless otherwise indicated; (g) references to
agreements and other contractual instruments shall be deemed
to include all subsequent amendments and other modifications
to such instruments, but only to the extent that such
amendments and other modifications are permitted or not
limited by the terms of this Agreement; and (h) references
to Persons include their respective permitted successors and
assigns.

SECTION 9.15. Entire Agreement. This Agreement
embodies the entire Agreement and understanding among the
Company, the Banks, and the Agents and supersedes all prior
or contemporaneous agreements and understandings of such
persons, verbal or written, relating to the subject matter
hereof, except for fee letters between the Company and the
Agents.

SECTION 9.16. Waiver of Jury Trial. Each of the
Agents, the Banks, and the Company hereby knowingly,
voluntarily, and intentionally waives any rights it may have
to a trial by jury in respect of any litigation based
hereon, or arising out of, under, or in connection with this
Agreement. This provision is a material inducement for the
Agents and the Banks entering into this Agreement.

IN WITNESS WHEREOF the parties have caused this
Agreement to be signed as of the date first set forth above.

BOISE CASCADE CORPORATION,

by ____________________________
Name:
Title:

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Administrative Agent,

by ___________________________
Name:
Title:

NATIONAL WESTMINSTER BANK PLC,
as Documentation Agent,

by ____________________________
Name:
Title:

THE CHASE MANHATTAN BANK,
as Syndication Agent,

by ____________________________
Name:
Title:

WACHOVIA BANK OF GEORGIA, N.A,

by ___________________________
Name:
Title:

ABN/AMRO BANK NV, SEATTLE
BRANCH

by _________________________
Name:
Title: