EXHIBIT 10.36 U.S. $125,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 4, 1995,

EXHIBIT 10.36

U.S. $125,000,000

SECOND AMENDED AND RESTATED
CREDIT AGREEMENT,

dated as of October 4, 1995,

among

FIBREBOARD CORPORATION,

as the Borrower,

and

CERTAIN COMMERCIAL LENDING INSTITUTIONS,

as the Lenders,

and

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,

as the Administrative Co-Agent for the Lenders

and

NATIONSBANK N.A.

as the Documentation Co-Agent for the Lenders

TABLE OF CONTENTS

PAGE

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Use of Defined Terms . . . . . . . . . . . . . . . . . . . . . . . 27
1.3 Cross-References . . . . . . . . . . . . . . . . . . . . . . . . . 28
1.4 Accounting and Financial Determinations. . . . . . . . . . . . . . 28

ARTICLE II
COMMITMENTS, BORROWING PROCEDURES AND NOTES

2.1 Commitments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.1.1 Loan Commitment. . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.1.2 Commitment to Issue Letters of Credit. . . . . . . . . . . . . . . 29
2.1.3 Lenders Not Permitted or Required To Make Loans or Issue or
Participate in Letters of Credit Under Certain Circumstances . . . 29
2.1.4 Extension of Commitment Termination Date and Stated Maturity Date. 30
2.2 Mandatory and Optional Reductions of Commitment Amounts. . . . . . 31
2.2.1 Mandatory Reductions . . . . . . . . . . . . . . . . . . . . . . . 31
2.2.2 Optional Reductions. . . . . . . . . . . . . . . . . . . . . . . . 31
2.3 Procedure for Committed Borrowings . . . . . . . . . . . . . . . . 31
2.4 Continuation and Conversion Elections. . . . . . . . . . . . . . . 32
2.5 Bid Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . 32
2.6 Procedure for Bid Borrowings . . . . . . . . . . . . . . . . . . . 33
2.7 Swingline Loans. . . . . . . . . . . . . . . . . . . . . . . . . . 37
2.8 Funding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
2.9 Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE III
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

3.1 Repayments and Prepayments . . . . . . . . . . . . . . . . . . . . 41
3.2 Interest Provisions. . . . . . . . . . . . . . . . . . . . . . . . 43
3.2.1 Rates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
3.2.2 Post-Default Rate. . . . . . . . . . . . . . . . . . . . . . . . . 45
3.2.3 Payment Dates. . . . . . . . . . . . . . . . . . . . . . . . . . . 46
3.3 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
3.3.1 Commitment Fees. . . . . . . . . . . . . . . . . . . . . . . . . . 47
3.3.2 Participation Fees . . . . . . . . . . . . . . . . . . . . . . . . 48
3.3.3 Co-Agents' Arrangement Fee . . . . . . . . . . . . . . . . . . . . 48
3.3.4 Administrative Agent's Fees. . . . . . . . . . . . . . . . . . . . 48
3.3.5 Letter of Credit Face Amount Fee . . . . . . . . . . . . . . . . . 48
3.3.6 Letter of Credit Issuing Fee . . . . . . . . . . . . . . . . . . . 49

ARTICLE IV
LETTERS OF CREDIT

4.1 Issuance Requests. . . . . . . . . . . . . . . . . . . . . . . . . 49
4.2 Issuances and Extensions . . . . . . . . . . . . . . . . . . . . . 50
4.3 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
4.4 Other Lenders' Participation . . . . . . . . . . . . . . . . . . . 52
4.5 Disbursements. . . . . . . . . . . . . . . . . . . . . . . . . . . 53
4.6 Reimbursement. . . . . . . . . . . . . . . . . . . . . . . . . . . 53
4.7 Deemed Disbursements . . . . . . . . . . . . . . . . . . . . . . . 54
4.8 Nature of Reimbursement Obligations. . . . . . . . . . . . . . . . 55
4.9 Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
4.10 Conflicts With Letter of Credit Related Documents. . . . . . . . . 56

ARTICLE V
CERTAIN EURODOLLAR RATE AND OTHER PROVISIONS

5.1 Eurodollar Rate Lending Unlawful . . . . . . . . . . . . . . . . . 56
5.2 Deposits Unavailable . . . . . . . . . . . . . . . . . . . . . . . 56
5.3 Increased Eurodollar Loan Costs, etc.. . . . . . . . . . . . . . . 57
5.4 Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . 57
5.5 Increased Capital Costs. . . . . . . . . . . . . . . . . . . . . . 58
5.6 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
5.7 Payments, Computations, etc. . . . . . . . . . . . . . . . . . . . 60
5.8 Sharing of Payments. . . . . . . . . . . . . . . . . . . . . . . . 60
5.9 Set-off. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
5.10 Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . 62
5.11 Other Increased Costs. . . . . . . . . . . . . . . . . . . . . . . 62
5.12 Obligation to Mitigate; Substitution of Lenders. . . . . . . . . . 63
5.13 Certain Restatement Effective Date Transitional Matters. . . . . . 64

ARTICLE VI
CONDITIONS PRECEDENT

6.1 Conditions to Restatement Effective Date . . . . . . . . . . . . . 65
6.1.1 Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
6.1.2 Resolutions, etc.. . . . . . . . . . . . . . . . . . . . . . . . . 65
6.1.3 Delivery of Notes. . . . . . . . . . . . . . . . . . . . . . . . . 65
6.1.4 Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
6.1.5 Confirmation of Security Agreements. . . . . . . . . . . . . . . . 66
6.1.6 Opinions of Counsel. . . . . . . . . . . . . . . . . . . . . . . . 66
6.1.7 Solvency, Valuation, Etc . . . . . . . . . . . . . . . . . . . . . 66
6.1.8 Insurance Certificates . . . . . . . . . . . . . . . . . . . . . . 66
6.1.9 Purchase of Loans, Closing Fees, Expenses, etc.. . . . . . . . . . 66
6.1.10 Sale of Wood Products Business . . . . . . . . . . . . . . . . . . 67
6.2 Conditions to All Credit Extensions. . . . . . . . . . . . . . . . 67
6.2.1 Compliance with Warranties, No Default, etc. . . . . . . . . . . . 67
6.2.2 Credit Request . . . . . . . . . . . . . . . . . . . . . . . . . . 68
6.2.3 Satisfactory Legal Form. . . . . . . . . . . . . . . . . . . . . . 68
6.3 Notice of Restatement Effective Date . . . . . . . . . . . . . . . 68

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6.4 Failure to Reach Restatement Effective Date. . . . . . . . . . . . 68

ARTICLE VII
REPRESENTATIONS AND WARRANTIES

7.1 Organization, etc. . . . . . . . . . . . . . . . . . . . . . . . . 69
7.2 Due Authorization, Non-Contravention, etc. . . . . . . . . . . . . 69
7.3 Government Approval, Regulation, etc.. . . . . . . . . . . . . . . 69
7.4 Validity, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 70
7.5 Financial Information. . . . . . . . . . . . . . . . . . . . . . . 70
7.6 No Material Adverse Change . . . . . . . . . . . . . . . . . . . . 70
7.7 Litigation, Labor Controversies, etc . . . . . . . . . . . . . . . 70
7.8 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
7.9 Ownership of Properties. . . . . . . . . . . . . . . . . . . . . . 71
7.10 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
7.11 Pension and Welfare Plans. . . . . . . . . . . . . . . . . . . . . 71
7.12 Environmental Warranties . . . . . . . . . . . . . . . . . . . . . 72
7.13 Regulations G, U and X . . . . . . . . . . . . . . . . . . . . . . 73
7.14 Accuracy of Information. . . . . . . . . . . . . . . . . . . . . . 73
7.15 Compliance of Laws . . . . . . . . . . . . . . . . . . . . . . . . 73
7.16 Absence of Default . . . . . . . . . . . . . . . . . . . . . . . . 74
7.17 Financial Condition. . . . . . . . . . . . . . . . . . . . . . . . 74
7.18 Settlement Agreements. . . . . . . . . . . . . . . . . . . . . . . 74
7.19 Subsidiaries and Obligors. . . . . . . . . . . . . . . . . . . . . 75

ARTICLE VIII
COVENANTS

8.1 Affirmative Covenants. . . . . . . . . . . . . . . . . . . . . . . 75
8.1.1 Financial Information, Reports, Notices, etc.. . . . . . . . . . . 75
8.1.2 Compliance with Laws, etc. . . . . . . . . . . . . . . . . . . . . 77
8.1.3 Maintenance of Properties and Existing Lines of Business . . . . . 78
8.1.4 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
8.1.5 Books and Records. . . . . . . . . . . . . . . . . . . . . . . . . 78
8.1.6 Environmental Covenant . . . . . . . . . . . . . . . . . . . . . . 78
8.1.7 New Significant Subsidiaries . . . . . . . . . . . . . . . . . . . 79
8.2 Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . 80
8.2.1 Business Activities. . . . . . . . . . . . . . . . . . . . . . . . 80
8.2.2 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
8.2.3 Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
8.2.4 Financial Condition. . . . . . . . . . . . . . . . . . . . . . . . 85
8.2.5 Approved Acquisitions and other Investments. . . . . . . . . . . . 85
8.2.6 Restricted Payments, etc.. . . . . . . . . . . . . . . . . . . . . 87
8.2.7 Consolidation, Merger, etc.. . . . . . . . . . . . . . . . . . . . 88
8.2.8 Asset Dispositions, etc. . . . . . . . . . . . . . . . . . . . . . 88
8.2.9 Modification of Certain Agreements . . . . . . . . . . . . . . . . 89
8.2.10 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . 89
8.2.11 Negative Pledges, Restrictive Agreements, etc. . . . . . . . . . . 90
8.2.12 Fiscal Year of Borrower. . . . . . . . . . . . . . . . . . . . . . 90

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ARTICLE IX
EVENTS OF DEFAULT

9.1 Listing of Events of Default . . . . . . . . . . . . . . . . . . . 90
9.1.1 Non-Payment of Obligations . . . . . . . . . . . . . . . . . . . . 90
9.1.2 Breach of Warranty . . . . . . . . . . . . . . . . . . . . . . . . 91
9.1.3 Non-Performance of Certain Covenants and Obligations . . . . . . . 91
9.1.4 Non-Performance of Other Covenants and Obligations . . . . . . . . 91
9.1.5 Default on Other Indebtedness or Settlement Obligations. . . . . . 91
9.1.6 Judgments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
9.1.7 Pension Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . 92
9.1.8 Control of the Borrower. . . . . . . . . . . . . . . . . . . . . . 93
9.1.9 Bankruptcy, Insolvency, etc. . . . . . . . . . . . . . . . . . . . 93
9.1.10 Impairment of Security, etc. . . . . . . . . . . . . . . . . . . . 94
9.1.11 Asbestos Litigation Payments . . . . . . . . . . . . . . . . . . . 94
9.1.12 Asbestos Qualification . . . . . . . . . . . . . . . . . . . . . . 94
9.2 Action if Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . 94
9.3 Action if Other Event of Default . . . . . . . . . . . . . . . . . 94

ARTICLE X
THE ADMINISTRATIVE AGENT

10.1 Appointment and Authorization. . . . . . . . . . . . . . . . . . . 95
10.2 Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . 95
10.3 Liability of Administrative Agent and Issuers. . . . . . . . . . . 95
10.4 Reliance by Administrative Agent . . . . . . . . . . . . . . . . . 96
10.5 Notice of Default. . . . . . . . . . . . . . . . . . . . . . . . . 97
10.6 Credit Decision. . . . . . . . . . . . . . . . . . . . . . . . . . 97
10.7 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . 98
10.8 Administrative Agent in Individual Capacity. . . . . . . . . . . . 99
10.9 Successor Administrative Agent . . . . . . . . . . . . . . . . . . 99
10.10 Collateral Matters . . . . . . . . . . . . . . . . . . . . . . . . 100
10.11 Funding Reliance, etc. . . . . . . . . . . . . . . . . . . . . . . 101
10.12 Copies, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
10.13 Co-Agents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

ARTICLE XI
MISCELLANEOUS PROVISIONS

11.1 Waivers, Amendments, etc.. . . . . . . . . . . . . . . . . . . . . 102
11.2 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
11.3 Payment of Costs and Expenses. . . . . . . . . . . . . . . . . . . 103
11.4 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . 104
11.5 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
11.6 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
11.7 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
11.8 Execution in Counterparts, Effectiveness, etc. . . . . . . . . . . 106
11.9 Governing Law; Entire Agreement. . . . . . . . . . . . . . . . . . 107
11.10 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . 107

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11.11 Sale and Transfer of Loans and Notes; Participations in Loans and
Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
11.11.1 Assignments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
11.11.2 Participations . . . . . . . . . . . . . . . . . . . . . . . . . . 109
11.12 Other Transactions . . . . . . . . . . . . . . . . . . . . . . . . 110
11.13 Forum Selection and Consent to Jurisdiction. . . . . . . . . . . . 110
11.14 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . 111
11.15 Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . 111

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SCHEDULE I - Disclosure Schedule
SCHEDULE II - Bank Percentages

EXHIBIT A - Form of Second Amended and Restated Note
EXHIBIT B - Form of Borrowing Request
EXHIBIT C - Form of Continuation/Conversion Notice
EXHIBIT D - Form of Lender Assignment Agreement
EXHIBIT E - Form of Opinion of Borrower's Counsel
EXHIBIT F - Form of Opinion of Administrative Agent's Counsel
EXHIBIT G - Form of Solvency Certificate
EXHIBIT H - Insurance Certificates
EXHIBIT I - Form of Guaranty
EXHIBIT J - List of Settlement Agreements
EXHIBIT K - Borrower's Cash Management Policy
EXHIBIT L - Form of Invitation for Competitive Bids
EXHIBIT M - Form of Competitive Bid Request
EXHIBIT N - Form of Competitive Bid

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 4,
1995, is among FIBREBOARD CORPORATION, a Delaware corporation (the "BORROWER"),
the various financial institutions which are or may become parties hereto
(collectively, the "LENDERS"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as administrative co-agent for such Lenders (the "ADMINISTRATIVE
AGENT"), and NATIONSBANK N.A., as documentation co-agent for such Lenders (the
"DOCUMENTATION AGENT"; each of the Administrative Agent and the Documentation
Agent sometimes hereinafter referred to individually as a "CO-AGENT" and
together as "CO-AGENTS").

R E C I T A L S:

A. The Borrower has entered into a Credit Agreement, dated as of June 30,
1994, as amended and restated as of September 29, 1994 and as thereafter
amended, with Bank of America National Trust and Savings Association, as the
Administrative Co-Agent and Collateral Co-Agent and certain of the Lenders (the
"ORIGINAL CREDIT AGREEMENT").

B. The Borrower is engaged directly and through its various Subsidiaries
in the Existing Lines of Business (as defined herein).

C. The Borrower and/or its Subsidiaries may from time to time make
Approved Acquisitions (as defined herein).

D. Under the Original Credit Agreement, the Borrower has obtained
commitments from the Lenders which are parties thereto pursuant to which

(a) Loans will be made to the Borrower from time to time prior to the
Commitment Termination Date; and

(b) Letters of Credit will be issued by an Issuer for the account of
the Borrower and under the several responsibilities of the Lenders from
time to time prior to the Commitment Termination Date.

E. In connection with the sale of its wood products business pursuant to
the Sale Agreement (as defined herein), the Borrower has requested the Co-Agents
and the Lenders to amend and restate the Original Credit Agreement on the terms
and conditions set forth herein.

F. The Lenders (including those lenders who are not parties to the
Original Credit Agreement) are willing, on the terms and subject to the
conditions hereinafter set forth (including ARTICLE VI), to so amend and
restate the Original Credit Agreement.

F. The proceeds of Loans and Letters of Credit have been and will be used
to finance Approved Acquisitions (as defined herein) and for general corporate
purposes of the Borrower other than Restricted Payments.

NOW, THEREFORE, the parties hereto agree that, effective on the Restatement
Effective Date (as hereinafter defined), the Original Credit Agreement shall be
and hereby is amended and restated in its entirety to read as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1 DEFINITIONS.

(a) GENERAL DEFINITIONS. The following terms (whether or not underscored)
when used in this Agreement, including its preamble and recitals, shall, except
where the context otherwise requires, have the following meanings (such meanings
to be equally applicable to the singular and plural forms thereof):

"ABSOLUTE RATE" has the meaning specified in SUBSECTION 2.6(c).

"ABSOLUTE RATE AUCTION" means a solicitation of Competitive Bids setting
forth Absolute Rates pursuant to SECTION 2.6.

"ABSOLUTE RATE BID LOAN" means a Bid Loan that bears interest at a rate
determined with reference to the Absolute Rate.

"ACQUISITION" means one or more of a series of related transactions in
which the Borrower or any of its Subsidiaries (a) acquires any material portion
of the assets, liabilities, capital stock and/or other ownership interest or any
material portion of the assets of any division or any business group thereof of
any Person that is not an Affiliate of the Borrower or any of its Subsidiaries
or (b) purchases any in-place facilities (not including the purchase of
equipment in the ordinary course of business), excepting from CLAUSES (A) and
(B) any acquisitions of stock or assets, or purchases of any in-place
facilities, for an aggregate purchase price not to exceed $5,000,000 in any
Fiscal Year.

"ACQUIRED NET OPERATING CASH FLOW" means, with respect to any Approved
Acquisition for any period, (i) the net income, PLUS (ii) the interest expense,
PLUS (iii) all United States Federal, state, local and foreign income tax, PLUS
(iv) any extraordinary losses, MINUS (v) any extraordinary gains, PLUS, (vi) all
depletion, depreciation and amortization expense for such period, as each of the
items specified in CLAUSES (I) through (VI) are reasonably allocable to the
assets, capital stock, division or business group acquired in such Approved
Acquisition.

"ADMINISTRATIVE AGENT" is defined in the PREAMBLE and includes BofA acting
in its capacity as collateral agent for the Banks and each other Person which
shall have subsequently been appointed as the successor Administrative Agent
pursuant to SECTION 10.9.

"ADMINISTRATIVE AGENT/RELATED PERSONS" means the Administrative Agent in
its capacity as such and any successor agent arising under SECTION 10.9,
together with their respective Affiliates, and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and Affiliates.

"AFFECTED LENDER" is defined in CLAUSE (B) of SECTION 5.12.

"AFFILIATE" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power

(a) to vote 10% or more of the securities (on a fully diluted basis)
having ordinary voting power for the election of directors or managing
general partners; or

(b) to direct or cause the direction of the management and policies
of such Person whether by contract or otherwise.

"AGREEMENT" means, on any date, this Second Amended and Restated Credit
Agreement as originally in effect on the Restatement Effective Date and as
thereafter from time to time amended, supplemented, amended and restated, or
otherwise modified and in effect on such date.

"ALTERNATE BASE RATE" means, on any date and with respect to all Base Rate
Committed Loans, a fluctuating rate of interest per annum equal to the higher of

(a) the rate of interest most recently established by the
Administrative Agent at its Domestic Office as its reference rate; and

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(b) the Federal Funds Rate most recently determined by the
Administrative Agent PLUS 0.50%.

The Alternate Base Rate is not necessarily intended to be the lowest rate of
interest determined by the Administrative Agent in connection with extensions of
credit. Changes in the rate of interest on that portion of any Loans maintained
as Base Rate Committed Loans will take effect simultaneously with each change in
the Alternate Base Rate. The Administrative Agent will give notice promptly to
the Borrower and the Lenders of changes in the Alternate Base Rate.

"APPLICABLE LAW" means, with respect to any Person or matter, any law,
rule, regulation, order, decree or other requirement having the force of law
relating to such Person or matter and, where applicable, any interpretation
thereof by any Person having jurisdiction with respect thereto or charged with
the administration or interpretation thereof.

"APPLICABLE MARGIN" is defined in CLAUSE (C) of SECTION 3.2.1.

"APPROVED ACQUISITION" means any Acquisition

(i) which is not contested at any time by the majority of the
existing directors of the acquired entity or the Person from whom the
Acquisition is to be made;

(ii) with respect to which all or substantially all of the acquired
properties are used in the operations or expansion of an Existing Line of
Business or a substantially similar line of business;

(iii) after giving effect to which, including any Indebtedness
incurred or assumed by the Borrower and its Subsidiaries in connection
therewith, the Borrower and its Subsidiaries would be in compliance with
the provisions of SECTION 8.2.4 calculated as if such Acquisition had
occurred on the last day of the immediately preceding Fiscal Quarter; and

(iv) which, if such Acquisition is to be financed with Credit
Extensions in an aggregate amount in excess of $50,000,000, has been
approved in writing by (a) the Majority Lenders or (b) if, after giving
effect to the applicable Acquisition, the PRO FORMA Consolidated Funded
Debt to Cash Flow Ratio would exceed 2.5:1, the Required Lenders.

"ASBESTOS LITIGATION" means any litigation, suit, action, arbitration or
proceeding instituted or made against the Borrower or any of its Subsidiaries,
or between the Borrower or any of its

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Subsidiaries and any insurer, or including the Borrower or any of its
Subsidiaries and involving any insurance policy of the Borrower or any of its
Subsidiaries, in each case, arising from or related to any liability, claim,
judgment, order or decree related to asbestos, including, without limitation,
any Personal Injury Asbestos Claim and any Asbestos Building Material Claim.

"ASBESTOS QUALIFICATION" means, relative to the opinion or certification of
any independent public accountant delivering such opinion or certification
pursuant to CLAUSE (B) of SECTION 8.1.1 as to any financial statement of the
Borrower, any qualification or exception to such opinion or certification for
any liability or potential liability of the Borrower relating to asbestos or
Asbestos Litigation.

"ASSIGNEE LENDER" is defined in SECTION 11.11.1.

"AUTHORIZED OFFICER" means, relative to any Obligor, those of its officers
or other designees whose signatures and incumbency shall have been certified to
the Administrative Agent and the Lenders pursuant to SECTION 6.1.2. Any
reference herein to a "senior Authorized Officer" shall be deemed to include a
chief financial officer or chief accounting officer.

"BOFA" means Bank of America National Trust and Savings Association, a
national banking association.

"BASE RATE COMMITTED LOAN" means a Loan bearing interest at a fluctuating
rate determined by reference to the Alternate Base Rate.

"BID BORROWING" means a Borrowing hereunder consisting of one or more Bid
Loans made to the Borrower on the same day by one or more Lenders.

"BID LOAN" means a Loan by a Lender to the Borrower under SECTION 2.5,
which may be a Eurodollar Bid Loan or an Absolute Rate Bid Loan.

"BID LOAN LENDER" means, in respect of any Bid Loan, the Lender making such
Bid Loan to the Borrower.

"BID LOAN NOTE" has the meaning specified in SECTION 2.9.

"BORROWER" is defined in the PREAMBLE.

"BORROWING" means the Loans of the same Type and made by all Lenders to the
Borrower on the same Business Day, or a Swingline Loan or Loans or Bid Loan or
Loans made to the Borrower on the same day by the Swingline Lender or Bid Loan
Lender, respectively, in each case pursuant to ARTICLE II, and may be a
Committed Borrowing, a Swingline Borrowing, or a Bid Borrowing

-5-

and in the case of Eurodollar Committed Loans, having the same Interest Period.

"BORROWING REQUEST" means a loan request and certificate duly executed by
an Authorized Officer of the Borrower, substantially in the form of EXHIBIT B
hereto.

"BUSINESS DAY" means

(a) any day which is neither a Saturday or Sunday nor a legal holiday
on which banks are authorized or required to be closed in San Francisco,
California; and

(b) relative to the making, continuing, prepaying or repaying of any
Eurodollar Committed Loans, any day on which dealings in Dollars are
carried on in the eurodollar interbank market of the Administrative Agent's
Eurodollar Office.

"CAPITAL EXPENDITURES" means, for any period, the sum of

(a) the aggregate amount of all expenditures of the Borrower and its
Subsidiaries for fixed or capital assets (other than Approved Acquisitions)
made during such period which, in accordance with GAAP, would be classified
as capital expenditures; and

(b) the aggregate amount of all Capitalized Lease Liabilities
incurred during such period.

"CAPITALIZED LEASE LIABILITIES" means all monetary obligations of the
Borrower or any of its Subsidiaries under any leasing or similar arrangement
which, in accordance with GAAP, would be classified as capitalized leases, and,
for purposes of this Agreement and each other Loan Document, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP, and the stated maturity thereof shall be the date of the last payment
of rent or any other amount due under such lease prior to the first date upon
which such lease may be terminated by the lessee without payment of a penalty.

"CASH EQUIVALENT INVESTMENT" means, at any time:

(a) any evidence of Indebtedness, maturing not more than one year
after such time, issued or guaranteed by the United States Government;

(b) commercial paper, maturing not more than nine months from the
date of issue, which is issued by

(i) a corporation (other than an Affiliate of any Obligor)
organized under the laws of any state of the

-6-

United States or of the District of Columbia and rated at least A-l by
Standard & Poor's Ratings Group or P-l by ▇▇▇▇▇'▇ Investors Service,
Inc., or

(ii) any Lender (or its holding company);

(c) any certificate of deposit or bankers acceptance, maturing not
more than one year after such time, which is issued by either

(i) a commercial banking institution that is a member of the
Federal Reserve System and has a combined capital and surplus and
undivided profits of not less than $500,000,000, or

(ii) any Lender; or

(d) any repurchase agreement entered into with any Lender (or other
commercial banking institution of the stature referred to in CLAUSE (c)(i))
which

(i) is secured by a fully perfected security interest in any
obligation of the type described in any of CLAUSES (a) through (c);
and

(ii) has a market value at the time such repurchase agreement is
entered into of not less than 100% of the repurchase obligation of
such Lender (or other commercial banking institution) thereunder.

"CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

"CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

"CHANGE OF CONTROL" means the occurrence of either (a) any Person or any
Persons acting together that would constitute a "group" (for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended, or any successor
provision thereto) (a "Group"), together with any Affiliates thereof, shall
beneficially own (as defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended, or any successor provision thereto) at least 15% of the
outstanding shares of voting stock of the Borrower; or (b) any Person, or Group,
together with any Affiliates thereof, shall succeed in having sufficient of its
nominees elected to the Board of Directors of the Borrower such that such
nominees, when added to any existing director remaining on the Board of
Directors of Borrower after such election who is an Affiliate of such Group,
will constitute a majority of the Board of Directors of the Borrower.

-7-

"CO-AGENT" and "CO-AGENTS" are defined in the PREAMBLE.

"CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

"COLLATERAL" means all property and interests in property and proceeds
thereof now owned or hereafter acquired by the Borrower and its Subsidiaries in
or upon which a Lien now or hereafter exists in favor of the Lenders, or the
Administrative Agent on behalf of the Lenders, whether under this Agreement or
under any other documents executed by any such Persons pursuant to or in
connection with the transactions contemplated hereby and delivered to the
Administrative Agent or the Lenders.

"COLLATERAL DOCUMENTS" means, collectively, (i) the Security Agreement, the
Subsidiary Security Agreements, and all other security agreements, mortgages,
deeds of trust, patent and trademark assignments, lease assignments, guarantees
and other similar agreements between the Borrower or any of its Subsidiaries and
any of the Lenders or the Administrative Agent for the benefit of the Lenders
now or hereafter delivered to any of the Lenders or the Administrative Agent
pursuant to or in connection with the transactions contemplated hereby, and all
financing statements (or comparable documents) now or hereafter filed in
accordance with the UCC (or comparable law) against the Borrower or any of its
Subsidiaries as a debtor in favor of the Lenders or the Administrative Agent for
the benefit of the Lenders as secured party and (ii) any amendments,
supplements, modifications, renewals, replacements, consolidations substitutions
and extensions of any of the foregoing.

"COLLATERAL RELEASE DATE" means the date upon which the Administrative
Agent releases the Collateral pursuant to CLAUSE (c) of SECTION 10.10.

"COMMITMENT" means, relative to any Lender, such Lender's obligation to
make Committed Loans pursuant to SECTION 2.1.1 and to issue (in the case of an
Issuer) or participate in (in the case of all Lenders) Letters of Credit
pursuant to SECTION 2.1.2.

"COMMITMENT AMOUNT" means, on any date, $125,000,000, as such amount may be
reduced from time to time pursuant to SECTION 2.2.

"COMMITMENT AVAILABILITY" means, on any date, the excess of

(a) the Commitment Amount,

-8-

OVER

(b) the sum of

(i) the outstanding principal amount of all Loans on such date,

PLUS

(ii) the Letter of Credit Outstandings on such date.

"COMMITMENT TERMINATION DATE" means the earliest of

(a) September 30, 2000, as such date may be extended pursuant to
SECTION 2.1.4;

(b) the date on which the Commitment Amount is terminated in full or
reduced to zero pursuant to SECTION 2.2; and

Upon the occurrence of any event described in CLAUSE (a), (b) or (c), the
Commitments shall terminate automatically and without any further action.

"COMMITMENT TERMINATION EVENT" means

(a) the occurrence of any Default described in CLAUSES (a) through
(d) of Section 9.1.9 with respect to the Borrower or any of its
Subsidiaries; or

(b) the occurrence and continuance of any other Event of Default and
either

(i) the declaration of the Loans to be due and payable pursuant
to SECTION 9.3, or

(ii) in the absence of such declaration, the giving of notice by
the Administrative Agent, acting at the direction of the Required
Lenders, to the Borrower that the Commitments to make Loans and issue
Letters of Credit have been terminated.

"COMMITTED BORROWING" means a Borrowing hereunder consisting of Committed
Loans made on the same day by the Lenders ratably according to their respective
Percentages and, in the case of Eurodollar Committed Loans, having the same
Interest Periods.

-9-

"COMMITTED LOAN" has the meaning specified in SECTION 2.1, and may be a
Eurodollar Committed Loan or a Base Rate Committed Loan (each, a "TYPE" of
Committed Loan).

"COMMITTED LOAN NOTE" has the meaning specified in SECTION 2.9.

"COMPETITIVE BID" means an offer by a Lender to make a Bid Loan in
accordance with SUBSECTION 2.6(b).

"COMPETITIVE BID REQUEST" has the meaning specified in SUBSECTION 2.06(a).

"COMPLIANCE CERTIFICATE" is defined in CLAUSE (c) of SECTION 8.1.1.

"CONSOLIDATED EBIT" means, for any period, the sum of

(a) Consolidated Net Income for such period; PLUS

(b) Consolidated Interest Expense for such period; PLUS

(c) all United States federal, state, local and foreign income taxes
of the Borrower and its Subsidiaries for such period deducted in arriving
at Consolidated Net Income for such period; PLUS

(d) extraordinary losses of the Borrower and its Subsidiaries for
such period; MINUS

(e) extraordinary gains of the Borrower and its Subsidiaries for such
period; MINUS

(f) without duplication with any of the foregoing, any Settlement
Gains for such period.

"CONSOLIDATED EBITDA" means, for any period, the sum of

(a) Consolidated EBIT for such period; PLUS

(b) all depletion, depreciation and amortization expense for such
period, determined on a consolidated basis for the Borrower and its
Subsidiaries for such period.

"CONSOLIDATED FUNDED DEBT" means all Funded Debt of the Borrower and its
Subsidiaries (other than (a) the ▇▇▇▇▇▇▇ Debt and (b) Funded Debt related to or
resulting from Asbestos Litigation, including, without limitation, Debt under
any Settlement Agreement).

-10-

"CONSOLIDATED FUNDED DEBT TO CAPITALIZATION RATIO" means, on any date, the
ratio of

(a) Consolidated Funded Debt on such date

(b) Total Capitalization on such date.

"CONSOLIDATED FUNDED DEBT TO CASH FLOW RATIO" means, on the last day of any
Fiscal Quarter, the ratio of

(a) Consolidated Funded Debt on such date

(b) (i) Consolidated Net Operating Cash Flow for the four
consecutive Fiscal Quarters ending on such date PLUS

(ii) with respect to each Approved Acquisition made during the
four consecutive Fiscal Quarters immediately preceding the last day of such
Fiscal Quarter, the aggregate amount of Acquired Net Operating Cash Flow
for the period beginning four Fiscal Quarters before the last day of such
Fiscal Quarter and ending on the date each such Approved Acquisition was
made.

"CONSOLIDATED INTEREST COVERAGE RATIO" means, for any period, the ratio of

(a) Consolidated EBIT for such period

(b) Consolidated Interest Expense for such period.

"CONSOLIDATED INTEREST EXPENSE" means, for any period, the aggregate
interest expense of the Borrower and its Subsidiaries for such period determined
in accordance with GAAP.

"CONSOLIDATED NET INCOME" means, for any period, all amounts which, in
conformity with GAAP, would be included under net income on a consolidated
income statement of the Borrower and its Subsidiaries for such period.

"CONSOLIDATED NET OPERATING CASH FLOW" means, for any period, the excess,
if any, of

(a) Consolidated EBITDA for such period

OVER

-11-

(b) Capital Expenditures for such period.

"CONSOLIDATED NET WORTH" means, on any date, the consolidated net worth of
the Borrower and its Subsidiaries on such date, as calculated in accordance with
GAAP.

"CONTINGENT LIABILITY" means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation under any Contingent Liability shall
(subject to any limitation set forth therein) be deemed to be the outstanding
principal amount (or maximum principal amount, if larger) of the debt,
obligation or other liability guaranteed thereby or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

"CONTINUATION/CONVERSION NOTICE" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer of the
Borrower, substantially in the form of EXHIBIT C hereto.

"CONTROLLED GROUP" means all members of a controlled group of corporations
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Borrower, are
treated as a single employer under Section 414 of the Code or Section 4001 of
ERISA.

"CREDIT EXTENSION" means and includes

(a) the advancing of any Loans by the Lenders in connection with a
Borrowing, and

(b) any issuance or extension by an Issuer of a Letter of Credit.

"CURRENT QUARTER" is defined in CLAUSE (b) of SECTION 3.2.1.

"DEFAULT" means any Event of Default or any condition, occurrence or event
which, after notice or lapse of time or both, would constitute an Event of
Default.

"DISBURSEMENT DATE" is defined in SECTION 4.5.

-12-

"DISCLOSURE SCHEDULE" means the Disclosure Schedule attached hereto as
SCHEDULE I, as it may be amended, supplemented or otherwise modified from time
to time by the Borrower with the written consent of the Administrative Agent and
the Required Lenders.

"DOCUMENTATION AGENT" is defined in the PREAMBLE and includes each other
Person which shall have subsequently been appointed as the successor
Documentation Agent pursuant to SECTION 10.9.

"DOLLAR" and the sign "$" mean lawful money of the United States.

"DOMESTIC OFFICE" means, relative to any Lender, the office of such Lender
designated as such below its signature hereto or designated in the Lender
Assignment Agreement or such other office of a Lender (or any successor or
assign of such Lender) within the United States as may be designated from time
to time by notice from such Lender, as the case may be, to the Administrative
Agent.

"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 into, or
injury to, the environment, or otherwise alleging liability or responsibility
for damages (punitive or otherwise), cleanup, removal, remedial or response
costs, restitution, civil or criminal penalties, injunctive relief, or other
type of relief, resulting from or based upon (a) the presence, placement,
discharge, emission or release (including intentional and unintentional,
negligent and non-negligent, sudden or non-sudden, accidental or non-accidental
placement, spills, leaks, discharges, emissions or releases) of any Hazardous
Material at, in, or from property, whether or not owned by the Borrower or any
Subsidiary of the Borrower, or (b) any other circumstances forming the basis of
any violation, or alleged violation, of any Environmental law.

"ENVIRONMENTAL LAWS" means all applicable federal, state or local laws,
statutes, common law duties, rules, regulations, ordinances and codes, together
with all administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental
Authorities, in each case relating to environmental matters, including CERCLA,
the Clean Air Act, the Federal Water Pollution Control Act of 1972, the Solid
Waste Disposal Act, the Federal Resource Conservation and Recovery Act, the
Toxic Substances Control Act, the Emergency Planning and Community Right-to-Know
Act, the California Hazardous Waste Control Law, the California Solid Waste
Management, Resource, Recovery and Recycling Act, the California Water Code and
the California Health and Safety Code.

-13-

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to sections of ERISA also refer to any successor sections.

"EURODOLLAR AUCTION" means a solicitation of Competitive Bids setting forth
a Eurodollar Bid Margin pursuant to SECTION 2.6.

"EURODOLLAR BID LOAN" means any Bid Loan that bears interest at a rate
based upon the Eurodollar Rate.

"EURODOLLAR BID MARGIN" has the meaning specified in subsection
2.06(c)(ii)(C).

"EURODOLLAR RATE" is defined in SECTION 3.2.1.

"EURODOLLAR COMMITTED LOAN" means a Loan bearing interest, at all times
during an Interest Period applicable to such Loan, at a fixed rate of interest
determined by reference to the Eurodollar Rate (Reserve Adjusted).

"EURODOLLAR RATE (RESERVE ADJUSTED)" is defined in SECTION 3.2.1.

"EURODOLLAR OFFICE" means, relative to any Lender, the office of such
Lender designated as such below its signature hereto or designated in the Lender
Assignment Agreement or such other office of a Lender (or any successor or
assign of such Lender) as designated from time to time by notice from such
Lender to the Borrower and the Administrative Agent, whether or not outside the
United States, which shall be making or maintaining Eurodollar Committed Loans
of such Lender hereunder.

"EURODOLLAR RESERVE PERCENTAGE" is defined in SECTION 3.2.1.

"EVENT OF DEFAULT" is defined in SECTION 9.1.

"EXISTING LINES OF BUSINESS" means the following lines of business operated
by the Borrower or any of its Subsidiaries primarily in the United States:

(i) the building materials business, including the manufacture,
distribution, and wholesale marketing and sale of building materials;

(ii) the industrial products business, consisting of the production,
distribution, and wholesale marketing and sale of molded industrial
insulation, fireproofing board and metal jacketing and other materials for
use in industrial construction applications; and

-14-

(iii) the ski resort operations business, including the ownership,
development, marketing and operation of ski facilities (and any associated
off-season, golf, tennis, swimming, riding, biking, hiking and other
recreational facilities) and related hotel, housing (including related
residential developments for sale or lease), restaurant, shopping,
entertainment and group conference facilities.

"FEDERAL FUNDS RATE" means, for any day, the rate set forth in the weekly
statistical release designated as H.15(519), or any successor publication,
published by the Federal Reserve Bank of New York (including any such successor,
"H.15(519)") on the preceding Business Day opposite the caption "Federal Funds
(Effective)"; or, if for any relevant day such rate is not so published on any
such preceding Business Day, the rate for such day will be the arithmetic mean
as determined by the 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.

"FISCAL QUARTER" means each fiscal quarter of the Borrower's Fiscal Year.

"FISCAL YEAR" means each fiscal year of the Borrower, ending on the last
Saturday in December of each year.

"F.R.S. BOARD" means the Board of Governors of the Federal Reserve System
or any successor thereto.

"FUNDED DEBT" means, with respect to any Person and as of any date of
determination, the sum of (i) all Indebtedness of such Person under this
Agreement PLUS (ii) all other Indebtedness of such Person that matures more than
one year from the date of the creation of such Indebtedness, or matures within
one year from the date of the creation of such Indebtedness but is renewable or
extendable, at the option of the debtor, to a date more than one year from such
date, or arises under a revolving credit or similar agreement that obligates the
lender or lenders thereunder to extend credit during a period of more than one
year from such date of determination (in each case including amounts of Funded
Debt required to be paid or prepaid within one year from the date of
determination).

"GAAP" is defined in SECTION 1.4.

"GAAP CHANGES" is defined in SECTION 1.4.

"▇▇▇▇▇▇▇ DEBT" means any amounts outstanding under the 1974 Pollution
Control Revenue Bonds (Fibreboard Corporation) Series A

-15-

issued by the California Pollution Control Financing Authority in the original
principal amount of $13,300,000.

"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.

"GUARANTEED FACILITY INDEBTEDNESS" means Indebtedness of any Subsidiary of
the Borrower that is guaranteed by the Borrower, and incurred by such Subsidiary
and guaranteed by the Borrower pursuant to agreements approved in writing by and
on terms and conditions satisfactory to the Administrative Agent and the
Required Lenders in their sole discretion, as such agreements may be amended,
supplemented, restated or otherwise modified from time to time with the consent
of the Administrative Agent and the Required Lenders.

"GUARANTY" means the Guaranty dated as of September 29, 1995, a copy of
which is attached hereto as EXHIBIT I, as amended, supplemented, restated or
otherwise modified from time to time.

"HAZARDOUS MATERIAL" means

(a) any "hazardous substance", as defined by CERCLA;

(b) any "hazardous waste", as defined by the Resource Conservation
and Recovery Act, as amended;

(d) any pollutant or contaminant or hazardous, dangerous or toxic
chemical, material or substance within the meaning of any other applicable
federal, state or local law, regulation, ordinance or requirement
(including consent decrees and administrative orders) relating to or
imposing liability or standards of conduct concerning any hazardous, toxic
or dangerous waste, substance or material, all as amended or hereafter
amended.

"HEDGING OBLIGATIONS" means, with respect to any Person, all liabilities of
such Person under currency or interest rate swap agreements, currency or
interest rate cap agreements and currency or interest rate collar agreements,
and all other agreements or arrangements designed and used by such Person to
protect such Person against fluctuations in interest rates or currency exchange
rates.

-16-

"HEREIN", "HEREOF", "HERETO", "HEREUNDER" and similar terms contained in
this Agreement or any other Loan Document refer to this Agreement or such other
Loan Document, as the case may be, as a whole and not to any particular Section,
paragraph or provision of this Agreement or such other Loan Document.

"IMPERMISSIBLE QUALIFICATION" means, relative to the opinion or
certification of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent public accountants
acceptable to the Administrative Agent and the Required Lenders as to any
financial statement of the Borrower, any qualification or exception to such
opinion or certification

(a) which is of a "going concern" or similar nature;

(b) which relates to the limited scope of examination of matters
relevant to such financial statement;

(c) which relates to the treatment or classification of any item in
such financial statement and which, as a condition to its removal, would
require an adjustment to such item the effect of which would be to cause
the Borrower to be in default of any of its obligations under SECTION
8.2.4; or

(d) which is an Asbestos Qualification.

"INCLUDING" means including without limiting the generality of any
description preceding such term, and, for purposes of this Agreement and each
other Loan Document, the parties hereto agree that the rule of EJUSDEM GENERIS
shall not be applicable to limit a general statement, which is followed by or
referable to an enumeration of specific matters, to matters similar to the
matters specifically mentioned.

"INDEBTEDNESS" of any Person means, at any time, without duplication:

(a) all obligations of such Person for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments;

(b) all obligations, contingent or otherwise, relative to the face
amount of all letters of credit, whether or not drawn, and banker's
acceptances issued for the account of such Person;

(c) all obligations of such Person as lessee under leases which have
been or should be, in accordance with GAAP, recorded as Capitalized Lease
Liabilities;

(d) net liabilities of such Person under all Hedging Obligations;

-17-

(e) whether or not so included as liabilities in accordance with
GAAP, all obligations of such Person to pay the deferred purchase price of
property or services (other than accounts payable arising in the ordinary
course of such Person's business payable on terms customary in the trade),
and indebtedness (excluding prepaid interest thereon) secured by a Lien on
property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements),
whether or not such indebtedness shall have been assumed by such Person or
is limited in recourse; and

(f) all Contingent Liabilities of such Person in respect of any of
the foregoing;

PROVIDED, THAT, funding obligations under a Pension Plan, whether or not
attributable to past services, shall not constitute Indebtedness. For all
purposes of this Agreement, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer.

"INDEMNIFIED LIABILITIES" is defined in SECTION 11.4.

"INDEMNIFIED PARTIES" is defined in SECTION 11.4.

"INTEREST PERIOD" means, relative to (i) any Eurodollar Committed Loans,
the period beginning on (and including) the date on which such Loan is made or
continued as, or converted into, a Eurodollar Committed Loan pursuant to SECTION
2.3 or 2.4 and ending on (but excluding) the day which numerically corresponds
to such date one, two, three or six months thereafter (or, if such month has no
numerically corresponding day, on the last Business Day of such month), (ii) any
Eurodollar Bid Loans, the period beginning on (and including) the date on which
such Loan is made and ending on (but excluding) the day which numerically
corresponds to such date in any of the twelve months ending immediately
thereafter (or, if such month has no numerically corresponding day, on the last
Business Day of such month), and (iii) any Absolute Rate Bid Loan, a period of
not less than 7 days and not more than 365/366 days, as applicable for the year
in which such Loan is made, in each case as the Borrower may select in its
relevant notice pursuant to SECTION 2.3, 2.4 or 2.5; PROVIDED, HOWEVER, that

(a) the Borrower shall not be permitted to select Interest Periods to
be in effect at any one time which have expiration dates occurring on more
than five different dates;

-18-

(b) Interest Periods commencing on the same date for Loans comprising
part of the same Borrowing shall be of the same duration;

(c) if such Interest Period would otherwise end on a day which is not
a Business Day, such Interest Period shall end on the next following
Business Day (unless, in the case of a Eurodollar Bid Loan or a Eurodollar
Committed Loan, such next following Business Day is the first Business Day
of a calendar month, in which case such Interest Period shall end on the
Business Day next preceding such numerically corresponding day); and

(d) no Interest Period may end later than the date set forth in
CLAUSE (a) of the definition of "COMMITMENT TERMINATION DATE", as such date
may be extended in accordance with this Agreement.

"INVESTMENT" of any Person means,

(a) any loan or advance made by such Person to any other Person
(excluding commission, travel and similar advances to officers and
employees, and accounts receivable, made in the ordinary course of
business);

(b) any Contingent Liability of such Person in respect of obligations
of any other Person; and

The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon (and without adjustment
by reason of the financial condition of such other Person) and shall, if made by
the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such property.

"INVITATION FOR COMPETITIVE BIDS" means a solicitation for Competitive
Bids, substantially in the form of EXHIBIT L.

"ISSUANCE REQUEST" means a properly completed application for a Letter of
Credit on the applicable Issuer's standard form, executed by the chief
executive, accounting or financial Authorized Officer of the Borrower.

"ISSUER" means any affiliate, unit or agency of BofA, or any other Lender
which has agreed to issue one or more Letters of Credit at the request of the
Borrower and with the consent of the Administrative Agent, and which has
notified the Administrative

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Agent in writing prior to such issuance that it is an Issuer hereunder with
respect to such Letter of Credit.

"LENDER ASSIGNMENT AGREEMENT" means a Lender Assignment Agreement
substantially in the form of EXHIBIT D hereto.

"LENDERS" is defined in the PREAMBLE and shall include the Swingline Lender
acting in its capacity as such.

"LETTER OF CREDIT" is defined in SECTION 4.1.

"LETTER OF CREDIT AVAILABILITY" means, at any time, the lesser of

(a) the excess of

(i) $15,000,000

OVER

(ii) the then Letter of Credit Outstandings,

(b) the Commitment Availability at such time.

"LETTER OF CREDIT OUTSTANDINGS" means, at any time, an amount equal to the
sum of

(a) the aggregate Stated Amount at such time of all Letters of Credit
then outstanding and undrawn (as such aggregate Stated Amount shall be
adjusted, from time to time, as a result of drawings, the issuance of
Letters of Credit, or otherwise),

PLUS

(b) the then aggregate amount of all unpaid and outstanding
Reimbursement Obligations.

"LIEN" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property to secure payment of a debt or
performance of an obligation or other priority or preferential arrangement of
any kind or nature whatsoever or the filing of any UCC-1 financing statement or
any similar financing statement (other than a financing statement filed by a
lessor in respect of an operating lease not intended as security).

-20-

"LOAN" means an extension of credit by a Lender to the Borrower under
ARTICLE II, and may be a Committed Loan, a Bid Loan or a Swingline Loan.

"LOAN DOCUMENT" means this Agreement, any Note, any Collateral Document,
the Guaranty, any Letter of Credit, any application for a Letter of Credit and
any other instrument or agreement executed and/or delivered by an Obligor
pursuant hereto or thereto or otherwise in connection herewith or therewith, as
each may be amended, supplemented, restated or otherwise modified from time to
time.

"MAJORITY LENDERS" means (a) at any time prior to the Commitment
Termination Date, Lenders having at least 51% of the Commitments, and (b)
otherwise, Lenders holding at least 51% of the then aggregate unpaid principal
amount of the Loans.

"MATERIAL ADVERSE EFFECT" means, relative to any condition or occurrence of
whatever nature (including any adverse determination in any litigation,
arbitration, or governmental investigation or proceeding and the enactment,
issuance or amendment of any Applicable Law), a material adverse effect on:

(a) the consolidated business, assets, revenues, financial condition,
or operations or (but only with respect to Asbestos Litigation related
matters) prospects of the Borrower and its Subsidiaries, taken as a whole;
or

(b) the ability of the Borrower and its Subsidiaries, taken as a
whole, to perform any of the payment or other material obligations under
any Loan Document to which any Obligor is a party.

"MATERIAL POST-COLLATERAL RELEASE ASBESTOS LITIGATION" means any Asbestos
Litigation the payment or satisfaction of which is not adequately provided for
by

(i) if the Global Approval Judgment shall have occurred, the Global
Settlement Agreement or the Insurance Settlement Agreement to the extent
applicable (or any other agreement referred to in such agreements),

(ii) if the Settlement Agreement Approval Judgment shall have occurred
(and the Global Approval Judgment shall not have occurred), the Insurance
Settlement Agreement (or any agreement referred to therein), or

(iii) available insurance coverage which has been confirmed in writing
to the Borrower (whether by binding settlement agreement of by other
writing) and/or existing reserves as shown on the Borrower's March 31, 1994
financial statements

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which (in any such case), if determined adversely to the Borrower or any of its
Subsidiaries, as the case may be, could reasonably be expected to have a
Material Adverse Effect.

"NORANDEX" means Norandex Inc., a Delaware corporation.

"NOTE" means a second amended and restated promissory note of the Borrower
payable to the order of any Lender, in the form of EXHIBIT A hereto (as such
promissory note may be amended, endorsed or otherwise modified from time to
time), or any Committed Loan Note or Bid Loan Note in each case evidencing the
aggregate Indebtedness of the Borrower to such Lender resulting from outstanding
Loans, and also means all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.

"OBLIGATIONS" means all obligations (monetary or otherwise) of the Borrower
and each other Obligor to the Co-Agents and the Lenders and their respective
successors and assigns arising under or in connection with this Agreement, the
Notes and each other Loan Document, howsoever created, arising or evidenced,
whether direct or indirect, joint or several, absolute or contingent, or now or
hereafter existing, or due or to become due, including, without limitation, all
indebtedness of any kind arising under, and all amounts of any kind which at any
time become due or owing to either Co-Agent or any of the Lenders under or with
respect to, the Loan Documents, all of the covenants, obligations,
indemnifications and agreements of each Obligor (and the truth of all
representations and warranties of each Obligor to the Co-Agents and the Lenders)
in, under or pursuant to the Loan Documents, any and all advances, costs or
expenses paid or incurred by the Documentation Agent, the Administrative Agent
or any of the Lenders or any agent or trustee therefor to protect any or all of
the Collateral, to perform any obligation of the Borrower or any other Obligor
under any of the Loan Documents, or to collect any amount owing to the
Documentation Agent, the Administrative Agent or any of the Lenders which is
secured thereunder; interest on all of the foregoing (including, without
limitation, interest accruing after the maturity of the Loans and interest
accruing after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, relating to any Obligor
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding); and all costs of enforcement and collection of the
Obligations, the Loan Documents and any other document relating to the
Obligations.

"OBLIGOR" means the Borrower or any other Person (other than either Co-
Agent, any Issuer or any Lender) obligated under, or otherwise a party to, any
Loan Document.

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"ORGANIC DOCUMENT" means, relative to any Obligor, its certificate or
articles of incorporation, its by-laws and all shareholder voting agreements,
voting trusts and similar arrangements applicable to any of its authorized
shares of capital stock.

"ORIGINAL CREDIT AGREEMENT" is defined in RECITAL A.

"ORIGINAL EFFECTIVE DATE" means June 30, 1994.

"ORIGINAL PERCENTAGE" means, relative to any Lender, the percentage set
forth with respect to such Lender on SCHEDULE II.

"PARTICIPANT" is defined in SECTION 11.11.2.

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

"PENSION PLAN" means a "pension plan", as such term is defined in section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer
plan as defined in section 4001(a)(3) of ERISA), and to which the Borrower or
any corporation, trade or business that is, along with the Borrower, a member of
a Controlled Group, may have liability, including any liability by reason of
having been a substantial employer within the meaning of section 4063 of ERISA
at any time during the preceding five years, or by reason of being deemed to be
a contributing sponsor under section 4069 of ERISA.

"PERCENTAGE" means, relative to any Lender (i) on any date before the
Restatement Effective Date, such Lender's Original Percentage and (ii) on and
after the Restatement Effective Date, such Lender's Restated Percentage, or on
any date, the percentage set forth in the Lender Assignment Agreement, as any of
such percentages may be adjusted from time to time pursuant to Lender Assignment
Agreement(s) executed by such Lender and its Assignee Lender(s) and delivered
pursuant to SECTION 11.11.

"PERSON" means any natural person, corporation, partnership, firm,
association, trust, government, governmental agency or any other entity, whether
acting in an individual, fiduciary or other capacity.

"PLAN" means any Pension Plan or Welfare Plan.

"PRECEDING QUARTER" is defined in CLAUSE (C) of SECTION 3.2.1.

"QUARTERLY PAYMENT DATE" means the last day of each March, June, September,
and December or, if any such day is not a Business Day, the next succeeding
Business Day.

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"RECONCILIATION STATEMENT" means a written statement of the Borrower,
signed by an Authorized Officer, in form and substance satisfactory to the
Administrative Agent reconciling the effect of changes in GAAP as contemplated
or permitted by SECTION 1.4.

"REIMBURSEMENT OBLIGATION" is defined in SECTION 4.6.

"RELEASE" means a "release", as such term is defined in CERCLA.

"REQUIRED LENDERS" means (a) at any time prior to the Commitment
Termination Date, Lenders having at least 66-2/3% of the Commitments, and (b)
otherwise, Lenders holding at least 66-2/3% of the then aggregate unpaid
principal amount of the Loans.

"RESORT SUBSIDIARIES" means, collectively, Trimont Land Company, a
California corporation, Sierra-at-Tahoe, Inc., a Delaware corporation, and each
other Subsidiary now owned or hereafter acquired by the Borrower or any of its
Subsidiaries that is engaged in the ski resort operations business as described
in CLAUSE (III) of the definition of Existing Lines of Business, the acquisition
or capitalization of which Subsidiary is not financed in whole or in part with
the proceeds of any Credit Extension.

"RESOURCE CONSERVATION AND RECOVERY ACT" means the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, ET SEQ., as in effect from time to
time.

"RESTATED PERCENTAGE" means, relative to any Lender, the percentage set
forth with respect to such Lender on SCHEDULE II.

"RESTATEMENT EFFECTIVE DATE" means the date this Agreement becomes
effective pursuant to SECTION 6.1.

"RESTRICTED PAYMENT" means any payment or distribution which if made by
the Borrower or any of its Subsidiaries would be in violation of SECTION 8.2.6.

"SALE AGREEMENT" means the agreement dated September 6, 1995 among Sierra
Pacific Industries, the Borrower and Fibreboard Box & Millwork Corporation, as
amended, supplemented, restated or otherwise modified from time to time.

"SECURITY AGREEMENT" means the Security Agreement executed and delivered by
the Borrower pursuant to Section 6.1.6 of the Original Credit Agreement, as
amended, supplemented, restated or otherwise modified from time to time.

"SETTLEMENT AGREEMENT MODIFICATION" is defined in SECTION 8.2.9.

-24-

"SETTLEMENT AGREEMENTS" means the agreements listed on EXHIBIT J.

"SETTLEMENT GAINS" means, on any date, the cumulative amount since the
Restatement Effective Date of all amounts which would be recorded as gains from
asbestos litigation reserves or the positive adjustment of other Asbestos
Litigation related balance sheet items that have an effect on the consolidated
income statement of the Borrower and its Subsidiaries in accordance with GAAP.

"SIGNIFICANT SUBSIDIARY" means each Subsidiary of the Borrower (except the
Resort Subsidiaries) that

(a) is designated with an asterisk in ITEM 7.8 ("Subsidiaries") of
the Disclosure Schedule;

(b) accounted for at least 5% of consolidated revenues of the
Borrower and its Subsidiaries or 5% of Consolidated EBIT, in each case for
the four Fiscal Quarters ending on the last day of the last Fiscal Quarter
immediately preceding the date as of which any such determination is made;
or

(c) has assets which represent at least 5% of the consolidated assets
of the Borrower and its Subsidiaries as of the last day of the last Fiscal
Quarter immediately preceding the date as of which any such determination
is made,

all of which, with respect to CLAUSES (B) and (C), shall be as reflected on the
audited consolidating financial statements of the Borrower for the period, or as
of the date, in question.

"STATED AMOUNT" of each Letter of Credit means the maximum amount that
could be drawn under such Letter of Credit assuming that all conditions
precedent to drawings thereunder have been complied with.

"STATED EXPIRY DATE" is defined in SECTION 4.1.

"STATED MATURITY DATE" means September 30, 2000, as such date may be
extended pursuant to SECTION 2.1.4.

"SUBSIDIARY" means, with respect to any Person, any corporation of which
more than 50% of the outstanding capital stock having ordinary voting power to
elect a majority of the board of directors of such corporation (irrespective of
whether at the time capital stock of any other class or classes of such
corporation shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned

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by such Person, by such Person and one or more other Subsidiaries of such
Person, or by one or more other Subsidiaries of such Person.

"SUBSIDIARY SECURITY AGREEMENT" means each of the Subsidiary Security
Agreements executed and delivered by a Significant Subsidiary pursuant to
Section 6.1.6 of the Original Credit Agreement (other than the Subsidiary
Security Agreement executed by ▇▇▇▇▇▇ Lumber Products Co., Inc.), as each is
amended, supplemented, restated or otherwise modified from time to time.

"SWINGLINE LENDER" means BofA.

"SWINGLINE BORROWING" means a Borrowing hereunder consisting of one or more
Swingline Loans made to the Borrower on the same day by the Swingline Lender.

"SWINGLINE CLEAN-UP DAY" has the meaning specified in SUBSECTION 3.1(d).

"SWINGLINE COMMITMENT" has the meaning specified in SECTION 2.7.

"SWINGLINE LOAN" has the meaning specified in SECTION 2.7.

"TAXES" is defined in SECTION 5.6.

"TOTAL CAPITALIZATION" means, on any date, the sum of (i) an amount equal
to Consolidated Net Worth on such date, PLUS (ii) an amount equal to
Consolidated Funded Debt on such date.

"TYPE" means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Committed Loan or a Eurodollar Committed Loan.

"UCC" means the Uniform Commercial Code as in effect in any jurisdiction.

"UNITED STATES" or "U.S." means the United States of America, its fifty
States and the District of Columbia.

"WELFARE PLAN" means a "welfare plan", as such term is defined in section
3(1) of ERISA.

(b) CERTAIN ASBESTOS-RELATED DEFINITIONS. The following terms (whether or
not underscored) when used in this Agreement, including its preamble and
recitals, shall, except where the context otherwise requires, have the following
meanings, and other capitalized terms used and not defined in this SECTION 1.2
shall have the meanings set forth in the Global Settlement Agreement or the
Insurance Settlement Agreement, as applicable

-26-

each as modified by the Plant Agreement (such meanings to be equally applicable
to the singular and plural forms thereof):

"CNA CASUALTY" means CNA Casualty Company of California, a California
corporation.

"COLUMBIA" means Columbia Casualty Company, an Illinois corporation.

"CONTINENTAL" means Continental Casualty Company, an Illinois corporation.

"FIBREBOARD" means Fibreboard Corporation; Fibreboard Paper Corporation;
Fibreboard Products, Incorporated; Paraffine Companies, Incorporated; Plant
Rubber & Asbestos Works; Pabco Products, Incorporated; and Pabco Insulation
Corporation; and each of their respective predecessors, Subsidiaries and
divisions, and with respect to Fibreboard Corporation's liability only, each of
their respective successors in interest.

"GLOBAL APPROVAL JUDGMENT" has the meaning set forth in the Global
Settlement Agreement as modified by the Plant Agreement.

"GLOBAL SETTLEMENT AGREEMENT" means the settlement agreement, dated as of
August 27, 1993, among Continental, CNA Casualty, Columbia, Pacific, the
Borrower and the Representative Plaintiffs as representatives of the Settlement
Class.

"INSURANCE SETTLEMENT AGREEMENT" means the Settlement Agreement, dated
October 12, 1993, among the Borrower, Continental, CNA Casualty, Columbia and
Pacific.

"INSURERS" means (i) Continental, CNA Casualty, Columbia and all insurance
or indemnity companies controlling, controlled by or under common control with
any of them and (ii) Pacific and all insurance or indemnity companies
controlling, controlled by or under common control with it.

"PACIFIC" means Pacific Indemnity Company, a California corporation.

"PLANT AGREEMENT" shall mean that certain agreement, dated as of March,
1994, by and among the representatives of the Settlement Class, the Borrower,
Continental, CNA Casualty, Columbia, and Pacific.

"SETTLEMENT AGREEMENT APPROVAL JUDGMENT" has the meaning set forth in the
Insurance Settlement Agreement as modified by the Plant Agreement.

SECTION 1.2 USE OF DEFINED TERMS. Unless otherwise defined or the context
otherwise requires, terms for which meanings are

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provided in this Agreement shall have such meanings when used in the Disclosure
Schedule and in each Note, Borrowing Request, Continuation/Conversion Notice,
Loan Document, notice and other communication delivered from time to time in
connection with this Agreement or any other Loan Document.

SECTION 1.3 CROSS-REFERENCES. Unless otherwise specified, references in
this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified, references in any
Article, Section or definition to any clause are references to such clause of
such Article, Section or definition.

SECTION 1.4 ACCOUNTING AND FINANCIAL DETERMINATIONS.

(a) Unless otherwise specified, all accounting terms used herein or in any
other Loan Document shall be interpreted, all accounting determinations and
computations hereunder or thereunder (including under SECTION 8.2.4) shall be
made, and all financial statements required to be delivered hereunder or
thereunder shall be prepared in accordance with, those generally accepted
accounting principles ("GAAP") applied in the preparation of the financial
statements referred to in SECTION 7.5. Notwithstanding the immediately
preceding sentence, if any changes in GAAP from those used in the preparation of
the financial statements referred to in SECTION 7.5 ("GAAP CHANGES") hereafter
occasioned by the promulgation of rules, regulations, pronouncements or opinions
by or required by the Financial Accounting Standards Board or the American
Institute of Certified Public Accountants (or successors thereto or agencies
with similar functions) result in a change in the method of calculation of, or
in different components in, any of the financial covenants, definitional
provisions, standards or other terms or conditions found in this Agreement, (i)
the parties hereto agree to enter into good faith negotiations with respect to
amendments to this Agreement to conform those covenants, definitional
provisions, standards or other terms and conditions as criteria for evaluating
the Borrower's financial condition and performance to substantially the same
criteria as were effective prior to such GAAP Change, and (ii) the Borrower
shall be deemed to be in compliance with the affected covenant or other
provision during the 90-day period following any such GAAP Change if and to the
extent that the Borrower would have been in compliance therewith under GAAP as
in effect immediately prior to such GAAP Change; PROVIDED, HOWEVER, that this
SECTION 1.4 shall not be deemed to require the Borrower, the Co-Agents or the
Lenders to agree to modify any provision of this Agreement or any other Loan
Document to reflect any such GAAP Change and, if the parties, in their sole
discretion, fail to reach agreement on such modifications prior to the end of
the 90-day period referred to in CLAUSE (ii), the terms of this Agreement shall
remain

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unchanged and the compliance of the Borrower with the covenants and other
provisions contained herein shall, upon the expiration of such 90-day period, be
calculated in accordance with GAAP without giving effect to such GAAP Change.

(b) If any GAAP Change occurs with respect to which the parties fail to
reach agreement after negotiation as provided in CLAUSE (a) of this SECTION 1.4,
then all financial covenants, definitional provisions, standards or other terms
or conditions for evaluating the Borrower's financial condition and performance
shall be calculated without giving effect to such GAAP Change. At the time of
any such change, the Borrower shall furnish to the Administrative Agent, with
sufficient copies for each Lender, a statement of the Borrower's independent
public accountants that such accountants concur with such change and a
Reconciliation Statement, and following such change, the Borrower shall furnish
the Administrative Agent, with sufficient copies for each Lender, Reconciliation
Statements (i) with each financial statement furnished thereafter under this
Agreement, and (ii) with each certificate or other data or information furnished
by the Borrower under this Agreement to show the Borrower's compliance with all
applicable financial covenants, definitional provisions, standards or other
terms or conditions for evaluating the Borrower's financial condition and
performance hereunder.

ARTICLE II

COMMITMENTS, BORROWING PROCEDURES AND NOTES

SECTION 2.1 COMMITMENTS. On the terms and subject to the conditions of
this Agreement (including ARTICLE V), each Lender severally agrees as follows:

SECTION 2.1.1 LOAN COMMITMENT. From time to time on any Business Day
occurring prior to the Commitment Termination Date, each Lender will make Loans
(relative to such Lender, its "COMMITTED LOANS") to the Borrower equal to such
Lender's Percentage of the aggregate amount of the Borrowing of Committed Loans
requested by the Borrower to be made on such day. On the terms and subject to
the conditions hereof, the Borrower may from time to time borrow, prepay and
reborrow Committed Loans.

SECTION 2.1.2 COMMITMENT TO ISSUE LETTERS OF CREDIT. From time to time on
any Business Day, each Issuer will issue, and each Lender will participate in,
the Letters of Credit, in accordance with ARTICLE IV.

SECTION 2.1.3 LENDERS NOT PERMITTED OR REQUIRED TO MAKE LOANS OR ISSUE OR
PARTICIPATE IN LETTERS OF CREDIT UNDER CERTAIN CIRCUMSTANCES. No Lender shall
be permitted or required to

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(a) make any Loan if, after giving effect thereto, the aggregate
outstanding principal amount of all Loans

(i) of all Lenders, together with all Letter of Credit
Outstandings, would exceed the Commitment Amount, or

(ii) of such Lender (other than any Bid Loans or Swingline Loans
of such Lender), together with its Percentage of all Letter of Credit
Outstandings, would exceed such Lender's Percentage of the Commitment
Amount; or

(b) issue (in the case of any Issuer) or participate in (in the case
of each Lender) any Letter of Credit if, after giving effect thereto

(i) the aggregate amount of all Letter of Credit Outstandings
would exceed $15,000,000.

(ii) all Letter of Credit Outstandings together with the
aggregate outstanding principal amount of all Loans of all Lenders
would exceed the Commitment Amount, or

(iii) such Lender's Percentage of all Letter of Credit
Outstandings together with the aggregate outstanding principal amount
of all Loans of such Lender (other than any Bid Loans or Swingline
Loans of such Lender) would exceed such Lender's Percentage of the
Commitment Amount.

SECTION 2.1.4 EXTENSION OF COMMITMENT TERMINATION DATE AND STATED MATURITY
DATE. (a) Not less than 60 days nor more than 120 days before (i) the first
anniversary of the date of the Restatement Effective Date and/or (ii) the then
current Commitment Termination Date, the Borrower may, by written request
delivered to the Administrative Agent, request that the Commitment Termination
Date be extended by all the Lenders for a period of one year from the then-
current Commitment Termination Date. The Administrative Agent shall notify the
Lenders of any such request. Such extension shall only be effective upon
approval thereof in writing by the Administrative Agent and all the Lenders, and
the execution and delivery of such amendments to the Loan Documents and other
documents (including without limitation amendments to Collateral Documents) as
the Administrative Agent may require in connection with such extension. The
Administrative Agent and each Lender may accept or reject any request for an
extension in its sole and absolute discretion. The Administrative Agent and
each Lender shall use reasonable efforts to accept or reject any such request
within 30 days after receiving notice thereof, PROVIDED that any failure by

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the Administrative Agent or Lender to respond to such a request shall be deemed
to be a rejection thereof.

(b) If any Lender rejects the Borrower's request for an extension
hereunder, subject to SECTION 11.11, the Borrower may: (i) request one or more
of the other Lenders to acquire and assume (in such Lender's sole discretion)
all or part of such rejecting Lender's Loans and Commitments; or (ii) designate
a replacement bank or financial institution to acquire and assume all or part of
such rejecting Lender's Loans and Commitments. Any such designation of a
replacement bank or financial institution under CLAUSE (ii) shall be subject to
the prior written consent of the Administrative Agent and the other Lenders
(which consent shall not be unreasonably withheld).

SECTION 2.2 MANDATORY AND OPTIONAL REDUCTIONS OF COMMITMENT AMOUNTS.

SECTION 2.2.1 MANDATORY REDUCTIONS. At no time shall the Swingline
Commitment exceed the Commitment Amount, and any reduction of the Commitment
Amount which reduces the Commitment Amount below the then current amount of the
Swingline Commitment shall result in an automatic corresponding reduction of the
Swingline Commitment to the amount of the Commitment Amount, as so reduced,
without any action on the part of the Swingline Lender.

SECTION 2.2.2 OPTIONAL REDUCTIONS. The Borrower may, from time to time
on any Business Day occurring after the time of the initial Borrowing hereunder,
voluntarily reduce the amount of the Commitment Amount; PROVIDED, HOWEVER, that
all such reductions shall require at least five Business Days' irrevocable prior
written notice to the Administrative Agent and be permanent, and any partial
reduction of the Commitment Amount shall be in a minimum amount of $5,000,000
and in an integral multiple of $1,000,000; PROVIDED FURTHER, HOWEVER, that no
such reduction shall be permitted if, after giving effect thereto and to any
prepayments of the Committed Loans made on the effective date thereof, the
outstanding principal amount of Committed Loans, Swingline Loans and Bid Loans
when taken together with Letter of Credit Outstandings would exceed the
Commitment Amount then in effect. Once reduced in accordance with this SECTION
2.2.2, the Commitment Amount reduction shall be applied to each Lender's
Commitment in accordance with such Lender's Percentage. All accrued commitment
fees to the effective date of any reduction of Commitments shall be paid on the
effective date of such reduction or termination.

SECTION 2.3 PROCEDURE FOR COMMITTED BORROWINGS. By delivering a Borrowing
Request to the Administrative Agent on or before 9:00 a.m., San Francisco time,
on a Business Day, the Borrower may from time to time irrevocably request, on
not less

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than one nor more than five Business Days' notice, in the case of Base Rate
Committed Loans, and on not less than three nor more than five Business Days'
notice, in the case of Eurodollar Committed Loans, that a Committed Borrowing be
made in a minimum amount of $5,000,000 and an integral multiple of $1,000,000,
or in the unused amount of the Commitment Amount. Promptly upon receipt of such
notice, the Agent shall advise each Lender thereof. On the terms and subject to
the conditions of this Agreement, each Committed Borrowing shall be comprised of
the Type of Loans, and shall be made on the Business Day, specified in such
Borrowing Request. On or before 11:00 a.m. (San Francisco time) on such
Business Day each Lender shall deposit with the Administrative Agent same day
funds in an amount equal to such Lender's Percentage of the requested Committed
Borrowing. Such deposit will be made to an account which the Administrative
Agent shall specify from time to time by notice to the Lenders. To the extent
funds are timely received from the Lenders, the Administrative Agent shall make
such funds available to the Borrower by wire transfer on such Business Day to
the accounts the Borrower shall have specified in its Borrowing Request. No
Lender's obligation to make any Loan shall be affected by any other Lender's
failure to make any Loan.

SECTION 2.4 CONTINUATION AND CONVERSION ELECTIONS. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 9:00
a.m., San Francisco time, on a Business Day, the Borrower may from time to time
irrevocably elect,

(i) on not less than three nor more than five Business Days' notice,
in the case of any conversion of Base Rate Committed Loans to Eurodollar
Committed Loans or continuation of Eurodollar Committed Loans, and

(ii) on not less than one nor more than five Business Days' notice, in
the case of any conversion of Eurodollar Committed Loans to Base Rate
Committed Loans,

that all, or any portion in an aggregate minimum amount of $5,000,000 and an
integral multiple of $1,000,000, of any Committed Loans be, in the case of Base
Rate Committed Loans, converted into Eurodollar Committed Loans or, in the case
of Eurodollar Committed Loans, converted into a Base Rate Committed Loan or
continued as a Eurodollar Committed Loan (in the absence of delivery of a
Continuation/Conversion Notice with respect to any Eurodollar Committed Loan at
least three Business Days before the last day of the then current Interest
Period with respect thereto, such Eurodollar Committed Loan shall, on such last
day, automatically convert to a Base Rate Committed Loan); PROVIDED, HOWEVER,
that (x) each such conversion or continuation shall be pro rated among the
applicable outstanding Committed Loans of all Lenders, and (y) no portion of the
outstanding principal amount of any Loans may be continued as, or be converted
into,

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Eurodollar Committed Loans when any Default has occurred and is continuing.

SECTION 2.5 BID BORROWINGS. In addition to Committed Borrowings pursuant
to SECTION 2.1, each Lender severally agrees that the Borrower may, as set forth
in SECTION 2.6, from time to time prior to the Commitment Termination Date,
request the Lenders to submit offers to make Bid Loans to the Borrower;
PROVIDED, HOWEVER, that the Lenders may, but shall have no obligation to, submit
such offers and the Borrower may, but shall have no obligation to, accept any
such offers; and PROVIDED, FURTHER, that at no time shall the sum of (i) the
outstanding aggregate principal amount of all Bid Loans, Committed Loans and
Swingline Loans made by the Lenders, PLUS (ii) the Letter of Credit Outstandings
exceed the Commitment Amount.

SECTION 2.6 PROCEDURE FOR BID BORROWINGS. (a) When the Borrower wishes
to request the Lenders to submit offers to make Bid Loans hereunder, it shall
transmit to the Administrative Agent by telephone call followed promptly by
facsimile transmission a notice in substantially the form of EXHIBIT M (a
"COMPETITIVE BID REQUEST") so as to be received no later than 7:00 a.m. (San
Francisco time) (x) four Business Days prior to the date of a proposed Bid
Borrowing in the case of a Eurodollar Auction, or (y) two Business Days prior to
the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction,
specifying:

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

(ii) the aggregate amount of such Bid Borrowing, which
shall be a minimum amount of $5,000,000 or in multiples of $1,000,000
in excess thereof;

(iii) whether the Competitive Bids requested are to be for
Eurodollar Bid Loans or Absolute Rate Bid Loans or both; and

(iv) the duration of the Interest Period applicable
thereto, subject to the provisions of the definition of "Interest
Period" herein.

Subject to SUBSECTION 2.6(C), the Borrower may not request Competitive Bids for
more than three Interest Periods in a single Competitive Bid Request and may not
request Competitive Bids more than once in any period of five Business Days.

(b) Upon receipt of a Competitive Bid Request, the Administrative
Agent will promptly send to the Lenders by facsimile transmission an Invitation
for Competitive Bids, which

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shall constitute an invitation by the Borrower to each Lender to submit
Competitive Bids offering to make the Bid Loans to which such Competitive Bid
Request relates in accordance with this SECTION 2.6.

(c) (i) Each Lender may at its discretion submit a Competitive
Bid containing an offer or offers to make Bid Loans in response to any
Invitation for Competitive Bids. Each Competitive Bid must comply
with the requirements of this SUBSECTION 2.6(c) and must be submitted
to the Administrative Agent by facsimile transmission at the
Administrative Agent's office for notices set forth on the signature
pages hereto not later than (i) 6:30 a.m. (San Francisco time) three
Business Days prior to the proposed date of Borrowing, in the case of
a Eurodollar Auction or (2) 6:30 a.m. (San Francisco time) on the
proposed date of Borrowing, in the case of an Absolute Rate Auction;
PROVIDED that Competitive Bids submitted by the Administrative Agent
(or any Affiliate of the Administrative Agent) in the capacity of a
Lender may be submitted, and may only be submitted, if the
Administrative Agent or such Affiliate notifies the Borrower of the
terms of the offer or offers contained therein not later than
(A) 6:15 a.m. (San Francisco time) three Business Days prior to the
proposed date of Borrowing, in the case of a Eurodollar Auction or
(B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing,
in the case of an Absolute Rate Auction.

(ii) Each Competitive Bid shall be in substantially the
form of EXHIBIT N, specifying therein:

(A) the proposed date of Borrowing;

(B) the principal amount of each Bid Loan for which
such Competitive Bid is being made, which principal amount
(x) may be equal to, greater than or less than the quoting
Lender's Percentage of the Commitment Amount, (y) must be
$5,000,000 or in multiples of $1,000,000 in excess thereof, and
(z) may not exceed the principal amount of Bid Loans for which
Competitive Bids were requested;

(C) in case the Borrower elects a Eurodollar Auction,
the margin above or below the Eurodollar Rate (the "EURODOLLAR
BID MARGIN") offered for each such Bid Loan, expressed in
multiples of 1/1000th of one basis point to be added to or
subtracted from the applicable

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Eurodollar and the Interest Period applicable thereto;

(D) in case the Borrower elects an Absolute Rate
Auction, the fixed rate of interest per annum expressed in
multiples of 1/1000th of one basis point (the "ABSOLUTE RATE")
offered for each such Bid Loan; and

(E) the identity of the quoting Lender.

A Competitive Bid may contain up to three separate offers by the
quoting Lender with respect to each Interest Period specified in the
related Invitation for Competitive Bids.

(iii) Any Competitive Bid shall be disregarded if it:

(A) is not substantially in conformity with EXHIBIT N
or does not specify all of the information required by SUBSECTION
(c)(ii) of this Section;

(B) contains qualifying, conditional or similar
language;

(D) arrives after the time set forth in SUBSECTION
(c)(i).

(d) Promptly on receipt and not later than 7:00 a.m. (San Francisco
time) three Business Days prior to the proposed date of Borrowing in the case of
a Eurodollar Auction, or 7:00 a.m. (San Francisco time) on the proposed date of
Borrowing, in the case of an Absolute Rate Auction, the Administrative Agent
will notify the Borrower of the terms (i) of any Competitive Bid submitted by a
Lender that is in accordance with SUBSECTION 2.6(c), and (ii) of any Competitive
Bid that amends, modifies or is otherwise inconsistent with a previous
Competitive Bid submitted by such Lender with respect to the same Competitive
Bid Request. Any such subsequent Competitive Bid shall be disregarded by the
Administrative Agent unless such subsequent Competitive Bid is submitted solely
to correct a manifest error in such former Competitive Bid and only if received
within the times set forth in SUBSECTION 2.6(c). The Administrative Agent's
notice to the Borrower shall specify (1) the aggregate principal amount of Bid
Loans for which offers have been received for each Interest Period specified in
the related Competitive Bid Request;

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and (2) the respective principal amounts and Eurodollar Bid Margins or Absolute
Rates, as the case may be, so offered. Subject only to the provisions of
SECTIONS 5.1, 5.2 and 6.2 hereof and the provisions of this SUBSECTION (d), any
Competitive Bid shall be irrevocable except with the written consent of the
Administrative Agent given on the written instructions of the Borrower.

(e) Not later than 7:30 a.m. (San Francisco time) three Business Days
prior to the proposed date of Borrowing, in the case of a Eurodollar Auction, or
7:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of
an Absolute Rate Auction, the Borrower shall notify the Administrative Agent of
its acceptance or non-acceptance of the offers so notified to it pursuant to
SUBSECTION 2.6(d). The Borrower shall be under no obligation to accept any
offer and may choose to reject all offers. In the case of acceptance, such
notice shall specify the aggregate principal amount of offers for each Interest
Period that is accepted. The Borrower may accept any Competitive Bid in whole
or in part; PROVIDED that:

(i) the aggregate principal amount of each Bid Borrowing
may not exceed the applicable amount set forth in the related
Competitive Bid Request;

(ii) the principal amount of each Bid Borrowing must be
$5,000,000 or in any multiple of $1,000,000 in excess thereof;

(iii) acceptance of offers may only be made on the basis of
ascending Eurodollar Bid Margins or Absolute Rates within each
Interest Period, as the case may be; and

(iv) the Borrower may not accept any offer that is
described in SUBSECTION 2.6(c)(iii) or that otherwise fails to comply
with the requirements of this Agreement.

(f) If offers are made by two or more Lenders with the same
Eurodollar Bid Margins or Absolute Rates, as the case may be, for a greater
aggregate principal amount than the amount in respect of which such offers are
accepted for the related Interest Period, the principal amount of Bid Loans in
respect of which such offers are accepted shall be allocated by the
Administrative Agent among such Lenders as nearly as possible (in such
multiples, not less than $1,000,000, as the Administrative Agent may deem
appropriate) in proportion to the aggregate principal amounts of such offers.
Determination by the Administrative Agent of the amounts of Bid Loans shall be
conclusive in the absence of manifest error.

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(g) (i) The Administrative Agent will promptly notify each Lender
having submitted a Competitive Bid if its offer has been accepted and, if
its offer has been accepted, of the amount of the Bid Loan or Bid Loans to
be made by it on the date of the Bid Borrowing.

(ii) Each Lender which has received notice pursuant to
SUBSECTION 2.6(g)(i) that its Competitive Bid has been accepted, shall
make the amounts of such Bid Loans available to the Administrative
Agent for the account of the Borrower by deposit to an account
designated by the Administrative Agent, by 11:00 a.m. (San Francisco
time) on such date of Bid Borrowing, in funds immediately available to
the Administrative Agent.

(iii) Promptly following each Bid Borrowing, the
Administrative Agent shall notify each Lender of the ranges of bids
submitted and the highest and lowest Bids accepted for each Interest
Period requested by the Borrower and the aggregate amount borrowed
pursuant to such Bid Borrowing.

(iv) From time to time, the Borrower and the Lenders shall
furnish such information to the Administrative Agent as the
Administrative Agent may request relating to the making of Bid Loans,
including the amounts, interest rates, dates of borrowings and
maturities thereof, for purposes of the allocation of amounts received
from the Borrower for payment of all amounts owing hereunder.

(h) If, on or prior to the proposed date of Borrowing, the
Commitments have not been terminated and if, on such proposed date of Borrowing
all applicable conditions to funding referenced in SECTIONS 5.1, 5.2 and 6.2
hereof are satisfied, the Lenders whose offers the Borrower has accepted will
fund each Bid Loan so accepted. Nothing in this SECTION 2.6 shall be construed
as a right of first offer in favor of the Lenders or to otherwise limit the
ability of the Borrower to request and accept credit facilities from any Person
(including any of the Lenders), provided that no Default or Event of Default
would otherwise arise or exist as a result of the Borrower executing, delivering
or performing under such credit facilities.

SECTION 2.7 SWINGLINE LOANS.

(a) Subject to the terms and conditions hereof, the Swingline Lender
severally agrees to make a portion of the Commitment Amount available to the
Borrower by making swingline loans (individually, a "SWINGLINE LOAN";
collectively, the "SWINGLINE LOANS") to the Borrower on any Business Day prior
to

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the Commitment Termination Date in accordance with the procedures set forth in
this Section in an aggregate principal amount at any one time outstanding not to
exceed $15,000,000, notwithstanding the fact that such Swingline Loans, when
aggregated with the Swingline Lender's outstanding Committed Loans, may exceed
the Swingline Lender's Commitment (the amount of such commitment of the
Swingline Lender to make Swingline Loans to the Borrower pursuant to this
SUBSECTION 2.7(a), as the same shall be reduced pursuant to SUBSECTION 2.2.1) or
as a result of any assignment pursuant to SECTION 11.11.1, the Swingline
Lender's "SWINGLINE COMMITMENT"); PROVIDED, that at no time shall (i) the sum of
the outstanding principal amount of all Swingline Loans PLUS the outstanding
principal amount of all Committed Loans and Bid Loans PLUS the Letter of Credit
Outstandings exceed the Commitment Amount, or (ii) the outstanding principal
amount of all Swingline Loans exceed the Swingline Commitment. Additionally, no
more than four Swingline Loans may be outstanding at any one time, and except as
otherwise provided in SECTION 3.2.2, all Swingline Loans shall at all times bear
interest at a rate per annum equal to the Alternate Base Rate unless otherwise
agreed to by the Swingline Lender in its sole discretion. Within the foregoing
limits, and subject to the other terms and conditions hereof, the Borrower may
borrow under this SUBSECTION 2.7(a), repay pursuant to SECTION 3.1 and reborrow
pursuant to this SUBSECTION 2.7(a).

(b) The Borrower shall provide the Administrative Agent (with a copy
to the Swingline Lender) with irrevocable written notice (including notice via
telephone call confirmed immediately by facsimile) in the form of a Borrowing
Request of any Swingline Loan requested hereunder (which notice must be received
by the Swingline Lender and the Administrative Agent prior to 12:00 noon (San
Francisco time) on the requested Borrowing date) specifying (i) the amount to be
borrowed, and (ii) the requested Borrowing date, which must be a Business Day.

Upon receipt of the Borrowing Request, the Swingline Lender will
immediately confirm with the Administrative Agent (by telephone or in writing)
that the Administrative Agent has received a copy of the Borrowing Request from
the Borrower, and, if not, the Swingline Lender will provide the Administrative
Agent with a copy thereof. Unless the Swingline Lender has received notice
prior to 2:00 p.m. on such Borrowing date from the Administrative Agent (A)
directing the Swingline Lender not to make the requested Swingline Loan as a
result of the limitations set forth in the PROVISO set forth in the first
sentence of SUBSECTION 2.7(a); or (B) that one or more conditions specified in
ARTICLE VI are not then satisfied; then, subject to the terms and conditions
hereof, the Swingline Lender will, not later than 3:00 p.m. (San Francisco time)
on the Borrowing date specified in such Borrowing Request, make the amount of
its Swingline Loan available to the Administrative Agent for the account of the
Borrower at an account designated by the

-38-

Administrative Agent in funds immediately available to the Administrative Agent.
The proceeds of such Swingline Loan will then promptly be made available to the
Borrower by the Administrative Agent crediting the account of the Borrower on
the books of BofA with the aggregate of the amounts made available to the
Administrative Agent by the Swingline Lender and in like funds as received by
the Administrative Agent. Each Borrowing pursuant to this Section shall be in
an aggregate principal amount equal to two hundred fifty thousand dollars
($250,000) or an integral multiple of one hundred thousand dollars ($100,000) in
excess thereof, unless otherwise agreed by the Swingline Lender.

(c) If (i) any Swingline Loans shall remain outstanding at 9:00 a.m.
(San Francisco time) on the Business Day immediately prior to a Swingline Clean-
Up Day and by such time on such Business Day the Administrative Agent shall have
received neither

(A) a Borrowing Request delivered pursuant to SECTION 2.3
requesting that Committed Loans be made pursuant to SECTION 2.1
or Bid Loans be made pursuant to SECTION 2.5 on the Swingline
Clean-Up Day in an amount at least equal to the aggregate
principal amount of such Swingline Loans, nor

(B) any other notice indicating the Borrower's intent to
repay such Swingline Loans with funds obtained from other
sources, or

(ii) any Swingline Loans shall remain outstanding during the existence
of a Default or Event of Default and the Swingline Lender shall in its sole
discretion notify the Administrative Agent that the Swingline Lender
desires that such Swingline Loans be converted into Committed Loans,

then the Administrative Agent shall be deemed to have received a Borrowing
Request from the Borrower pursuant to SECTION 2.3 requesting that Base Rate
Committed Loans be made pursuant to SECTION 2.1 on such Swingline Clean-Up Day
(in the case of the circumstances described in CLAUSE (i) above) or on the first
Business Day subsequent to the date of such notice from the Swingline Lender (in
the case of the circumstances described in CLAUSE (ii) above) in an amount equal
to the aggregate amount of such Swingline Loans, and the procedures set forth in
SUBSECTIONS 2.3 shall be followed in making such Base Rate Committed Loans;
PROVIDED that such Base Rate Committed Loans shall be made notwithstanding the
Borrower's failure to comply with SECTION 6.2.1; and PROVIDED, FURTHER, that if
a Borrowing of Committed Loans becomes legally impracticable and if so required
by the Swingline Lender at the time such Committed Loans are required to be made
by the Lenders in accordance with this SUBSECTION 2.7(c),

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each Lender agrees that in lieu of making Committed Loans as described in this
SUBSECTION 2.7(c), such Lender shall purchase a participation from the Swingline
Lender in the applicable Swingline Loans in an amount equal to such Lender's
Percentage of such Swingline Loans, and the procedures set forth in SECTION 2.3
shall be followed in connection with the purchases of such participations. Upon
such purchases of participations, the prepayment requirements of SUBSECTION
3.1(d) shall be deemed waived with respect to such Swingline Loans. The
proceeds of such Base Rate Committed Loans, or participations purchased, shall
be applied to repay such Swingline Loans. A copy of each notice given by the
Administrative Agent to the Lenders pursuant to this SUBSECTION 2.7(c) with
respect to the making of Committed Loans, or the purchases of participations,
shall be promptly delivered by the Administrative Agent to the Borrower. Each
Lender's obligation in accordance with this Agreement to make the Committed
Loans, or purchase the participations, as contemplated by this SUBSECTION
2.7(c), shall be absolute and unconditional and shall not be affected by any
circumstance, including (1) any set-off, counterclaim, recoupment, defense or
other right which such Lender may have against the Swingline Lender, the
Borrower or any other Person for any reason whatsoever; (2) the occurrence or
continuance of a Default, an Event of Default or a Material Adverse Effect; or
(3) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing.

SECTION 2.8 FUNDING. Each Lender may, if it so elects, fulfill its
obligation to make Bid Loans or Swingline Loans based on the Eurodollar Rate or
to make, continue or convert Eurodollar Committed Loans hereunder by causing one
of its foreign branches or Affiliates (or an international banking facility
created by such Lender) to make or maintain such Bid Loan, Swingline Loan or
Eurodollar Committed Loan; PROVIDED, HOWEVER, that such Loan shall nonetheless
be deemed to have been made and to be held by such Lender, and the obligation of
the Borrower to repay such Loan shall nevertheless be to such Lender for the
account of such foreign branch, Affiliate or international banking facility. In
addition, the Borrower hereby consents and agrees that, for purposes of any
determination to be made for purposes of SECTION 5.1, 5.2, 5.3, 5.4 or 5.11, it
shall be conclusively assumed that each Lender elected to fund all Bid Loans and
Swingline Loans based on the Eurodollar Rate and all Eurodollar Committed Loans
by purchasing Dollar deposits in its Eurodollar Office's interbank eurodollar
market.

SECTION 2.9 NOTES. (a) The Loans made by each Lender shall be
evidenced by one or more loan accounts or records maintained by such Lender
in the ordinary course of business. The loan accounts or records maintained
by the Administrative Agent and each Lender shall be conclusive absent
manifest error of the amount of the Loans made by the Lenders to the Borrower
and the interest and payments thereon. Any failure so to record or any

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error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the Loans.

(b) Upon the request of any Lender made through the Administrative Agent,
the Committed Loans made by such Bank may be evidenced by one or more notes
("COMMITTED LOAN NOTES") and the Bid Loans made by such Lender may be evidenced
by one or more notes ("BID LOAN NOTES"), instead of or in addition to loan
accounts. Each such Lender shall endorse on the schedules annexed to its
Note(s) the date, amount and maturity of each Loan made by it and the amount of
each payment of principal made by the Borrower with respect thereto. Each such
Lender is irrevocably authorized by the Borrower to endorse its Note(s) and each
Lender's record shall be conclusive absent manifest error; PROVIDED, HOWEVER,
that the failure of a Lender to make, or an error in making, a notation thereon
with respect to any Loan shall not limit or otherwise affect the obligations of
the Borrower hereunder or under any such Note to such Lender.

ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1 REPAYMENTS AND PREPAYMENTS. The Borrower shall repay in full
the unpaid principal amount of each Loan upon the Stated Maturity Date therefor.
Prior thereto, the Borrower

(a) may, from time to time on any Business Day, make a voluntary
prepayment, in whole or in part, of the outstanding principal amount of any
Loans; PROVIDED, HOWEVER, that

(i) any such prepayment of a Loan (other than a Bid Loan or a
Swingline Loan) shall be made PRO RATA among Loans of the same Type
and, if applicable, having the same Interest Period of all Lenders;

(ii) any such prepayment of any Loan (other than a Base Rate
Committed Loan or a Swingline Loan based on the Alternate Base Rate)
made on any day other than the last day of the Interest Period for
such Loan shall be subject to the Borrower's obligation to make
payment, if requested by any Lender, of an additional amount equal to
the amount due under SECTION 5.4 incurred as a result of such
prepayment being so made at such time;

(iii) all such prepayments shall require at least three but no
more than five Business Days' prior written notice (except in the case
of Base Rate Committed Loans and Swingline Loans based upon the

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Alternate Base Rate which shall require one Business Day's prior
written notice) to the Administrative Agent and such notice of
prepayment shall be irrevocable and shall specify (i) the date and
amount of such prepayment, and (ii) whether such payment is of Base
Rate Committed Loans, Eurodollar Committed Loans or Swingline Loans,
or any combination thereof;

(iv) all such prepayments (A) in the case of Loans other than
Swingline Loans, shall be in an aggregate minimum amount of $5,000,000
(or if less, the aggregate outstanding amount of all Loans) and an
integral multiple of $1,000,000, and (B) in the case of Swingline
Loans, shall be in an aggregate minimum amount of $250,000 (or if
less, the aggregate outstanding amount of such Swingline Loan) and an
integral multiple of $100,000; and

(v) notwithstanding the terms of SECTION 5.4(a), Bid Loans may
not be voluntarily prepaid.

(b) shall, on each date when any reduction in the Commitment Amount
shall become effective, including pursuant to SECTION 2.2, make a mandatory
prepayment (which shall be applied (or held for application and bear
interest at the rate applicable under SECTION 4.7) as the case may be, by
the Lenders first to the payment of the aggregate unpaid principal amount
of those Loans then outstanding, and then to the payment of the then
outstanding Letter of Credit Outstandings) equal to the excess, if any, of
the aggregate, outstanding principal amount of all Loans and Letter of
Credit Outstandings over the Commitment Amount as so reduced;

(c) shall, immediately upon any acceleration of the Stated Maturity
Date of any Loans pursuant to SECTION 9.2 or SECTION 9.3, repay all Loans,
unless, pursuant to SECTION 9.3, only a portion of all Loans is so
accelerated;

(d) shall make a mandatory prepayment of Swingline Loans (A) if
following any reduction of the Swingline Commitment pursuant to SUBSECTION
2.2.1 the aggregate outstanding principal amount of Swingline Loans would
exceed the Swingline Commitment as reduced, on the reduction date in an
amount equal to the excess of the Swingline Loans over the Swingline
Commitment, and (B) so that for at least one Business Day during each
successive two calendar week period the aggregate principal amount of
Swingline Loans shall be $0 (a "SWINGLINE CLEAN-UP DAY"), the Borrower
shall prepay on the Swingline Clean-Up Day the outstanding principal amount
of the Swingline Loans (which Swingline Loans may not

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be reborrowed until such Swingline Clean-Up Day has ended); and

(e) shall repay each Bid Loan on the last day of the relevant
Interest Period.

Each prepayment of any Loans made pursuant to this Section shall be without
premium or penalty, except as may be required by SECTION 5.4. No voluntary
prepayment of principal of any Loans shall cause a reduction in the Commitment
Amount.

SECTION 3.2 INTEREST PROVISIONS. Interest on the outstanding principal
amount of Loans shall accrue and be payable in accordance with this SECTION 3.2.

SECTION 3.2.1 RATES. Bid Loans shall accrue interest at the applicable
Eurodollar Rate PLUS the Eurodollar Bid Margin, in the case of a Eurodollar Bid
Loan, and at the Absolute Rate, in the case of any Absolute Rate Bid Loan, in
each case as determined in accordance with SECTION 2.6. Each Swingline Loan
shall bear interest on the principal amount thereof from the date when made
until such Loan becomes due at a rate PER ANNUM equal to the Alternate Base Rate
or such other rate agreed to by the Swingline Lender in its sole discretion.
Pursuant to an appropriately delivered Borrowing Request or
Continuation/Conversion Notice, the Borrower may elect that Committed Loans
comprising a Borrowing accrue interest at a rate per annum:

(a) on that portion maintained from time to time as a Base Rate
Committed Loan, equal to the Alternate Base Rate from time to time in
effect; and

(b) on that portion maintained as a Eurodollar Committed Loan, during
each Interest Period applicable thereto, equal to the sum of the Eurodollar
Rate (Reserve Adjusted) for such Interest Period plus a margin equal to the
Applicable Margin in effect on the date such Eurodollar Committed Loan is
made.

The applicable margin to be added to each Eurodollar Committed Loan (the
"APPLICABLE MARGIN") will be determined by the Administrative Agent from time to
time for each quarter of each calendar year (the "CURRENT QUARTER") in
accordance with the table set forth below based on the Compliance Certificate
delivered by the Borrower for the immediately preceding calendar quarter (the
"PRECEDING QUARTER") under CLAUSE (C) of SECTION 8.1.1. Such determination
shall be based on the calculation of the Consolidated Funded Debt to Cash Flow
Ratio set forth in the Compliance Certificate for the Preceding Quarter and
shall apply from and including the first day of the Current Quarter until and
including the last day of the Current Quarter. Prior to the date

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in the Current Quarter on which the Administrative Agent receives the Compliance
Certificate for the Preceding Quarter which is required to be delivered during
the Current Quarter, the Applicable Margin shall be the same as was applicable
in the Preceding Quarter, subject to any necessary adjustment pursuant to this
CLAUSE (B) upon receipt of such subsequent Compliance Certificate, effective as
of the beginning of the Current Quarter; PROVIDED that the Applicable Margin for
any day after the forty-fifth day of any calendar quarter during which the
Borrower shall not deliver a Compliance Certificate shall be 1.0% PER ANNUM
effective until the day such certificate is delivered. If the subsequent
Compliance Certificate shall indicate that the Applicable Margin should have
been increased for the Current Quarter pursuant to this CLAUSE (B), the Borrower
shall, on the date of delivery of such Compliance Certificate, pay to the
Administrative Agent for the account of the Lenders an amount equal to the
difference between (A) the aggregate amount of interest which would theretofore
have been payable during such Current Quarter had such increase been made on the
first day of such Current Quarter and (B) the amount of interest which was
actually paid during such Current Quarter. If such Compliance Certificate shall
indicate that the Borrower paid more interest than would have been required if
any reduction therein required by this CLAUSE (B) had commenced on the first day
of such Current Quarter, any such excess payment shall be credited to future
payments of interest and other amounts payable to the Borrower hereunder. Any
such credit to future payments of interest shall in each case be made first to
the next occurring payment of interest due hereunder. The ratios set forth in
the table below are for the purpose of interest calculation only and shall not
affect the Borrower's obligation to comply with SECTION 8.2.4.

RATIO APPLICABLE MARGIN

Less than 1.50:1 0.45%

1.50 or greater and less than
2.00:1 0.60%

2.00:1 or greater and less than
2.50:1 0.80%

2.50:1 or greater 0.925%

The "EURODOLLAR RATE (RESERVE ADJUSTED)" means, relative to any Loan to be
made, continued or maintained as, or converted into, a Eurodollar Committed Loan
for any Interest Period, a rate per annum (rounded upwards, if necessary, to the
nearest 1/16 of 1%) determined pursuant to the following formula:

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Eurodollar Rate
Eurodollar Rate = ------------------------------------
(Reserve Adjusted) 1.00 - Eurodollar Reserve Percentage

The Eurodollar Rate (Reserve Adjusted) for any Interest Period for Eurodollar
Committed Loans will be determined by the Administrative Agent on the basis of
the Eurodollar Reserve Percentage in effect on, and the applicable rates
furnished to and received by the Administrative Agent from its Eurodollar
office, two Business Days before the first day of such Interest Period.

"EURODOLLAR RATE" means the rate of interest PER ANNUM determined by the
Administrative Agent as the rate at which dollar deposits in the approximate
amount of any Bid Loan to bear interest at a rate based upon the Eurodollar Rate
or BofA's Eurodollar Committed Loan, as applicable, for such Interest Period
would be offered by BofA's Grand Cayman Branch, Grand Cayman B.W.I. (or such
other office as may be designated for such purpose by BofA), to major banks in
the offshore dollar interbank market at their request at approximately 11:00
a.m. (New York City time) two Business Days prior to the commencement of such
Interest period.

"EURODOLLAR RESERVE PERCENTAGE" means, relative to any Interest Period for
Eurodollar Committed Loans, the reserve percentage (expressed as a decimal and
rounded upward to the nearest 1/100th of 1%) equal to the maximum aggregate
reserve requirements (including all basic, emergency, supplemental, marginal and
other reserves and taking into account any transitional adjustments or other
scheduled changes in reserve requirements) specified under regulations issued
from time to time by the F.R.S. Board and then applicable to assets or
liabilities consisting of and including "Eurocurrency Liabilities", as currently
defined in Regulation D of the F.R.S. Board, having a term approximately equal
or comparable to such Interest Period.

All Eurodollar Committed Loans shall bear interest from and including the
first day of the applicable Interest Period to (but not including) the last day
of such Interest Period at the interest rate determined as applicable to such
Eurodollar Committed Loan.

The foregoing adjustment of the Eurodollar Rate on the basis of the
Eurodollar Reserve Percentage in order to determine the Eurodollar Rate (Reserve
Adjusted) shall be made by the Administrative Agent upon notice from time to
time by a Lender that it has become subject to reserves under applicable F.R.S.
Board regulations in respect of "Eurocurrency Liabilities" and that it shall
require compensation for costs it has incurred during an Interest Period as a
consequence of maintaining such reserves during such Interest Period. Such
compensation shall be

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limited to the actual costs of such reserves determined by such Lender to be
allocable to its Eurodollar Committed Loan or Loans. Any determination by a
Lender of the amount of such reserves shall, in the absence of manifest error,
be final, conclusive and binding on all of the parties hereto.

SECTION 3.2.2 POST-DEFAULT RATE. At any time when any Event of Default
shall occur and be continuing, upon the request of the Administrative Agent, at
the direction of the Required Lenders, the Borrower shall pay, but only to the
extent permitted by law, interest (after as well as before judgment) on the
Loans and all other amounts due hereunder at the following rates: (i) with
respect to any amount payable on or in connection with a Base Rate Committed
Loan or Swingline Loan, from the date of such Event of Default until such amount
is paid in full, at a rate PER ANNUM equal to the sum of the Alternate Base Rate
in effect from time to time (but not less than the Alternate Base Rate in effect
at such date), or, in the case of any Swingline Loan, such other rate at which
such Loan bears interest, PLUS 2.0% PER ANNUM (the "POST-DEFAULT RATE"), (ii)
with respect to any amount payable on or in connection with a Eurodollar
Committed Loan or a Bid Loan, from the date of such Event of Default until the
end of the Interest Period for such Loan, at a rate PER ANNUM equal to the sum
of the applicable Eurodollar Rate (Reserve Adjusted), in the case of a
Eurodollar Committed Loan or the applicable Absolute Rate or Eurodollar Rate
PLUS the applicable Eurodollar Bid Margin in the case of any Eurodollar Bid Loan
PLUS, in each such case, 3.0% PER ANNUM, and, thereafter, at the Post-Default
Rate until such amount is paid in full, and (iii) with respect to any other
amount payable hereunder, from the date of such Event of Default until such
amount is paid in full, at the Post-Default Rate.

SECTION 3.2.3 PAYMENT DATES. Interest accrued on each Loan shall be
payable, without duplication:

(a) on the Stated Maturity Date therefor;

(b) on the date of any optional or required payment or prepayment, in
whole or in part, of principal outstanding on such Loan;

(c) with respect to Base Rate Committed Loans and Bid Loans that
accrue interest at the Absolute Rate, on each Quarterly Payment Date
occurring after the date of the initial Borrowing hereunder;

(d) with respect to Eurodollar Committed Loans, or any Bid Loan or
Swingline Loan that accrues interest at a rate based upon the Eurodollar
Rate on the last day of each applicable Interest Period (and, if such
Interest Period

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shall exceed three months, on the date which would have been the last day
in an Interest Period of three months);

(e) with respect to any Base Rate Committed Loans converted into
Eurodollar Committed Loans on a day when interest would not otherwise have
been payable pursuant to CLAUSE (c), on the date of such conversion; and

(f) on that portion of any Loans the Stated Maturity Date of which is
accelerated pursuant to SECTION 9.2 or SECTION 9.3, immediately upon such
acceleration.

Interest accrued on Loans or other monetary Obligations arising under this
Agreement or any other Loan Document after the date such amount is due and
payable (whether on the Stated Maturity Date, upon acceleration or otherwise)
shall be payable upon demand.

SECTION 3.3 FEES. The Borrower agrees to pay the fees set forth in this
SECTION 3.3. All such fees shall be non-refundable.

SECTION 3.3.1 COMMITMENT FEES.

(a) The Borrower agrees to pay to the Administrative Agent for the account
of each Lender, for the period (including any portion thereof when any of its
Commitments are suspended by reason of the Borrower's inability to satisfy any
condition of ARTICLE VI) commencing on the Original Effective Date and
continuing through the final Commitment Termination Date, a commitment fee on
such Lender's Percentage of the sum of the average daily unused portion of the
Commitment Amount (as in effect from time to time since the Original Effective
Date) calculated at the rates PER ANNUM determined from time to time for the
Current Fiscal Quarter in accordance with the table set forth below in CLAUSE
(c) and the Compliance Certificate delivered by the Borrower pursuant to CLAUSE
(c) of SECTION 8.1.1. The amount of any outstanding Bid Loans and Swingline
Loans shall be disregarded for purposes of calculating any Lender's Percentage
of the average daily unused portion of the Commitment Amount in accordance with
the preceding sentence except that, in determining such Percentage of the
average daily unused portion for any such Lender for any day, the outstanding
principal amount of any Bid Loans of such Lender on such day shall be subtracted
from its Percentage of the unused portion of the Commitment Amount in effect on
such day.

(b) The determination of the commitment fee shall be based on the
calculation of the Consolidated Funded Debt to Cash Flow Ratio set forth in the
Compliance Certificate which is delivered during the Current Quarter or which
was delivered on the Original Effective Date, as the case may be, and shall
apply from and

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including the first day until and including the last day of the Current Quarter.
Subject to the terms of SECTION 2.2.2 hereof, such commitment fees shall be
payable by the Borrower in arrears on each Quarterly Payment Date and on the
Commitment Termination Date, commencing with the first such day following the
Original Effective Date, and on the Commitment Termination Date and shall be
determined on the basis of a 360 day year.

(c) The ratios set forth in the table below are for the purpose of the
commitment fee calculation only and shall not affect the Borrower's obligation
to comply with SECTION 8.2.4.

Ratio Per Annum Commitment Fee
----- ------------------------
Less than 1.50:1 0.175%

1.50:1 or greater and 0.20%
less than 2.00:1

2.00:1 or greater and
less than 2.50:1 0.25%

2.50:1 or greater 0.30%

The Commitment Fee rate applicable for any day after the forty-fifth day of
any quarter of any calendar year during which the Borrower does not deliver a
Compliance Certificate, effective until the day such certificate is delivered,
shall be the highest rate set forth above.

SECTION 3.3.2 PARTICIPATION FEES. On the Restatement Effective Date, the
Borrower agrees to pay to the Administrative Agent for the account of each
Lender, an up-front participation fee in an amount equal to 0.05% TIMES the
Commitment Amount.

SECTION 3.3.3 CO-AGENTS' ARRANGEMENT FEE. The Borrower agrees to pay to
the Administrative Agent for the account of each Co-Agent, a non-refundable
initial arrangement fee in the amounts and at the times set forth in a separate
agreement dated as of August 29, 1995 between the Borrower and the
Administrative Agent.

SECTION 3.3.4 ADMINISTRATIVE AGENT'S FEES. The Borrower agrees to pay to
the Administrative Agent a non-refundable agency fee and certain other fees
(including bid auction fees) in the amounts and at the times set forth in a
separate agreement dated August 29, 1995 between the Borrower and the
Administrative Agent.

SECTION 3.3.5 LETTER OF CREDIT FACE AMOUNT FEE. The Borrower shall pay to
the Administrative Agent for the benefit of the Lenders letter of credit fees
per annum based on the average daily maximum amount available to be drawn on the
outstanding Letters of Credit, payable quarterly in arrears on each Quarterly

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Payment Date and determined on the basis of a 360 day year. The applicable fees
will be determined by the Administrative Agent from time to time for the Current
Quarter in accordance with the table set forth below based on the Compliance
Certificate delivered by the Borrower for the Preceding Quarter under
CLAUSE (C) of SECTION 8.1.1. Such determination shall be based on the
calculations of the Consolidated Funded Debt to Cash Flow Ratio set forth in
the Compliance Certificate delivered during the Current Quarter and shall apply
from and including the first day until and including the last day of the Current
Quarter.
The ratios set forth in the table below are for the purpose of letter of credit
fee calculation only and shall not affect the Borrower's obligations to comply
with SECTION 8.2.4.

Per Annum Letter
Ratio of Credit Fee
----- ----------------
Less than 1.50:1 0.45%

1.50:1 or greater
and 0.60%
less than 2.00:1

2.00:1 or greater
and less than 2.50:1 0.80%

2.50:1 or greater 0.9250%
The Letter of Credit Fee rate applicable under this SECTION 3.3.5 (i) upon
the request of the Administrative Agent, at the direction of the Required
Lenders, for any day during which an Event of Default shall occur and be
continuing shall be 2.0% PER ANNUM, and (ii) for every day after the forty-fifth
day of any calendar quarter of any calendar year during which the Borrower does
not deliver a Compliance Certificate, effective until the day such certificate
is delivered, shall be the highest rate set forth above.

SECTION 3.3.6 LETTER OF CREDIT ISSUING FEE. The Borrower agrees to pay to
the Administrative Agent, for the account of the applicable Issuer, an issuing
fee for each Letter of Credit for the period from and including the date of
issuance of such Letter of Credit to (but not including) the date upon which
such Letter of Credit expires, of 0.125% PER ANNUM of the face amount of such
Letter of Credit and the Borrower further agrees to pay to the Administrative
Agent, for the account of the applicable Issuer, such Issuer's customary
administrative and processing fees and out-of-pocket expenses relating to such
Letter of Credit. Such issuing fee shall be determined on the basis of a 360
day year, and together with other amounts shall be payable by the Borrower in
arrears on each Quarterly Payment Date and on the Commitment Termination Date
for any period then ending for which such fee shall not theretofore have been
paid, commencing on the first such date after the issuance of such Letter of
Credit.

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ARTICLE IV

LETTERS OF CREDIT

SECTION 4.1 ISSUANCE REQUESTS. By delivering to the Administrative Agent
and the applicable Issuer an Issuance Request on or before 10:00 a.m. San
Francisco time, the Borrower may request, from time to time prior to the
Commitment Termination Date and on not less than three nor more than fifteen
Business Days' notice, that such Issuer issue an irrevocable standby letter of
credit (each a "LETTER OF CREDIT"), in support of financial obligations of the
Borrower incurred in the Borrower's ordinary course of business or in connection
with an Approved Acquisition and which are described in such Issuance Request.
Upon receipt of an Issuance Request, the Administrative Agent shall promptly
notify the Lenders thereof. Each Letter of Credit shall by its terms:

(a) be issued in a Stated Amount which

(i) is at least $100,000; and

(ii) does not exceed (or would not exceed) the then Letter of
Credit Availability; and

(b) be stated to expire on a date (its "STATED EXPIRY DATE") no later
than fifteen days prior to the then Commitment Termination Date.

So long as no Default has occurred and is continuing, by delivery to the
applicable Issuer and the Administrative Agent of an Issuance Request at least
five but not more than fifteen Business Days prior to the earlier of (i) the
Stated Expiry Date of any Letter of Credit and (ii) (if such Letter of Credit
contains provisions for automatic extension or renewal unless the Issuer advises
the beneficiary thereof that such Letter of Credit will not be extended or
renewed) the date upon which in accordance with the terms of such Letter of
Credit, the Issuer must provide notice to the Borrower that such Letter of
Credit will expire without renewal on the Stated Expiry Date, the Borrower may
request such Issuer to extend the Stated Expiry Date of such Letter of Credit to
a date no later than fifteen days prior to the then Commitment Termination Date.
Notwithstanding any provision contained in the foregoing to the contrary, the
Borrower may not request the issuance of, and no Issuer shall have an obligation
to issue, any Letter of Credit at any time when, or if after giving effect to
such issuance, and so long as, the Letter of Credit Outstandings shall equal or
exceed $15,000,000.

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SECTION 4.2 ISSUANCES AND EXTENSIONS.

(a) On the terms and subject to the conditions of this Agreement
(including ARTICLE VI), the Issuer shall issue Letters of Credit, and extend the
Stated Expiry Dates of outstanding Letters of Credit, in accordance with the
Issuance Requests made therefor. Each Issuer will make available the original
of each Letter of Credit which it issues in accordance with the Issuance Request
therefor to the beneficiary thereof (and will promptly provide the Borrower and
each of the Lenders with a copy of such Letter of Credit) and will notify the
beneficiary under any Letter of Credit of any extension of the Stated Expiry
Date or other renewal thereof.

(b) No Issuer is under any obligation to issue any Letter of Credit if:

(i) any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain the Issuer from
issuing such Letter of Credit, or any Applicable Law with respect to the
Issuer or any request or directive (whether or not having the force of law)
from any Governmental Authority with jurisdiction over the Issuer shall by
its terms purport to direct the Issuer to refrain from the issuance of
letters of credit generally or such Letter of Credit in particular or shall
impose upon the Issuer with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which the Issuer is not
otherwise compensated hereunder) not in effect on the Restatement Effective
Date, or shall impose upon the Issuer any unreimbursed loss, cost or
expense which was not applicable on the Original Effective Date and which
the Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it (unless the Borrower elects
to pay such losses, costs and expenses);

(ii) the Issuer has received written notice from any Lender, the
Administrative Agent or the Borrower, on or prior to the Business Day prior
to the requested date of issuance of such Letter of Credit, that one or
more of the applicable conditions contained in ARTICLE VI is not then
satisfied;

(iii) the expiry date of any requested Letter of Credit is prior to
the maturity date of any financial obligation to be supported by the
requested Letter of Credit;

(iv) any requested Letter of Credit is not in form and substance
acceptable to the Issuer, or the issuance of a Letter of Credit shall
violate any applicable policies of the Issuer; or

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

SECTION 4.3 EXPENSES. The Borrower agrees to pay to the Administrative
Agent for the account of the applicable Issuer(s) all administrative expenses of
such Issuer(s) in connection with the issuance, maintenance, modification (if
any) and administration of each Letter of Credit issued by such Issuer(s) upon
demand from time to time.

SECTION 4.4 OTHER LENDERS' PARTICIPATION.

(a) Each Letter of Credit issued pursuant to SECTION 4.2 shall, effective
upon its issuance and without further action, be issued on behalf of all Lenders
(including the Issuer thereof) PRO RATA according to their respective
Percentages. Each Lender shall, to the extent of its Percentage, be deemed
irrevocably to have participated in the issuance of such Letter of Credit
(including, without limitation, Letters of Credit issued prior to the
Restatement Effective Date) and shall be responsible to reimburse promptly the
Issuer thereof for Reimbursement Obligations which have not been reimbursed by
the Borrower in accordance with SECTION 4.5, or which have been reimbursed by
the Borrower but must be returned, restored or disgorged by such Issuer for any
reason, and each Lender shall, to the extent of its Percentage, be entitled to
receive from the Administrative Agent a ratable portion of the letter of credit
fees received by the Administrative Agent pursuant to SECTION 3.3.4, with
respect to each Letter of Credit and which accrue on or after the Restatement
Effective Date.

(b) In the event that the Borrower shall fail to reimburse any Issuer, or
if for any reason Loans shall not be made to fund any Reimbursement Obligation,
all as provided in SECTION 4.5 and in an amount equal to the amount of any
drawing honored by such Issuer under a Letter of Credit issued by it, or in the
event such Issuer must for any reason return or disgorge such reimbursement,
such Issuer shall promptly notify each Lender of the unreimbursed amount of such
drawing and of such Lender's respective participation therein. Each Lender
shall make available to such Issuer, whether or not any Default shall have
occurred and be continuing, an amount equal to its respective participation in
same day or immediately available funds at the office of such Issuer specified
in such notice not later than 9:00 a.m., San Francisco time, on the Business Day
(under the laws of the jurisdiction of such Issuer) after the date notified by
such Issuer.

(c) In the event that any Lender fails to make available to any Issuer the
amount of such Lender's participation in any Letter of Credit as provided
herein, such Issuer shall be

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entitled to recover such amount on demand from such Lender together with
interest at the daily average Federal Funds Rate for three Business Days
(together with such other compensatory amounts as may be required to be paid by
such Lender to the Administrative Agent pursuant to the Rules for Interbank
Compensation of the council on International Banking or the Clearinghouse
Compensation Committee, as the case may be, as in effect from time to time) and
thereafter at the Alternate Base Rate.

(d) Nothing in this SECTION 4.4 shall be deemed to prejudice the right of
any Lender to recover from any Issuer any amounts made available by such Lender
to such Issuer pursuant to this Section in the event that it is finally
determined by a court of competent jurisdiction that the payment with respect to
a Letter of Credit by such Issuer in respect of which payment was made by such
Lender constituted gross negligence or wilful misconduct on the part of such
Issuer. Each Issuer shall distribute to each other Lender which has paid all
amounts payable by it under this SECTION 4.4 with respect to any Letter of
Credit issued by such Issuer such other Lender's Percentage of all payments
received by such Issuer from the Borrower in reimbursement of drawings honored
by such Issuer under such Letter of Credit when such payments are received.

SECTION 4.5 DISBURSEMENTS. Each Issuer will notify the Borrower and the
Administrative Agent promptly of the presentment for payment of any Letter of
Credit, together with notice of the date (a "DISBURSEMENT DATE") such payment
shall be made. Subject to the terms and provisions of such Letter of Credit,
the applicable Issuer shall make such payment to the beneficiary (or its
designee) of such Letter of Credit. Prior to 10:00 a.m., San Francisco time, on
the Disbursement Date, the Borrower will reimburse the applicable Issuer for all
amounts which it has disbursed or is required to disburse under the Letter of
Credit on such date. To the extent the applicable Issuer is not reimbursed in
full in accordance with the THIRD SENTENCE of this Section, the Borrower's
Reimbursement Obligation shall accrue interest at a fluctuating rate equal to
the Alternate Base Rate through and including the first Business Day after the
Disbursement Date, and thereafter at a fluctuating rate equal to the Alternate
Base Rate plus a margin of 2.0% PER ANNUM, in each case, payable on demand. The
Borrower may borrow Loans hereunder in order to pay any Reimbursement
Obligation, subject to the terms and conditions hereof (except for the minimum
amounts for Borrowings set forth in SECTION 2.3) including satisfaction of the
conditions set forth in SECTION 6.2, PROVIDED, HOWEVER, for the purpose of
determining the availability of the Commitments to make Loans immediately prior
to giving effect to the application of the proceeds of such Loans, such
Reimbursement Obligation shall be deemed not to be outstanding at such time.

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SECTION 4.6 REIMBURSEMENT. The Borrower's obligation (a "REIMBURSEMENT
OBLIGATION") under SECTION 4.5 to reimburse an Issuer with respect to each
Disbursement (including interest thereon), and each Lender's obligation to make
participation payments in each drawing which has not been reimbursed by the
Borrower, shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, recoupment counterclaim, or defense to payment
which the Borrower may have or have had against any Lender or any beneficiary of
a Letter of Credit, including any defense based upon the occurrence of any
Default, any draft, demand or certificate or other document presented under a
Letter of Credit proving to be forged, fraudulent, invalid or insufficient, the
failure of any Disbursement to conform to the terms of the applicable Letter of
Credit (if, in the applicable Issuer's good faith opinion, such Disbursement is
determined to be appropriate) or any non-application or misapplication by the
beneficiary of the proceeds of such Disbursement, or the legality, validity,
form, regularity, or enforceability of such Letter of Credit; PROVIDED,
HOWEVER,that nothing herein shall adversely affect the right of the Borrower to
commence any proceeding against the applicable Issuer for any wrongful
Disbursement made by such Issuer under a Letter of Credit as a result of acts or
omissions constituting gross negligence or wilful misconduct on the part of such
Issuer.

SECTION 4.7 DEEMED DISBURSEMENTS. Upon the occurrence and during the
continuation of any Event of Default after the Collateral Release Date or the
occurrence of the Commitment Termination Date, an amount equal to that portion
of Letter of Credit Outstandings attributable to outstanding and undrawn Letters
of Credit shall, at the election of the applicable Issuer acting on instructions
from the Required Lenders, and without demand upon or notice to the Borrower, be
deemed to have been paid or disbursed by such Issuer under such Letters of
Credit (notwithstanding that such amount may not in fact have been so paid or
disbursed), and, upon notification by such Issuer to the Administrative Agent
and the Borrower of its obligations under this Section, the Borrower shall be
immediately obligated to pay to the Administrative Agent, the amount deemed to
have been so paid or disbursed by such Issuer. Any amounts so received by the
Administrative Agent from the Borrower pursuant to this SECTION 4.7 shall be
held by the Administrative Agent in a segregated account as collateral security
for the repayment of the Borrower's Obligations in connection with the Letters
of Credit issued by such Issuer and, subject to the prior payment of such
Obligations, the other Obligations of the Borrower. The Borrower hereby assigns
and pledges to the Administrative Agent, for the benefit of the applicable
Issuer, and hereby grants to the Administrative Agent, for the benefit of the
applicable Issuer, a security interest in and lien upon such account and all
deposits in such account, all investments arising out of such funds, all claims
thereunder or in connection therewith and all

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cash, securities, rights and other property at any time and from time to time
received, receivable or otherwise distributed in respect of such account, such
funds or such investments. At such time when all Events of Default shall have
been cured or waived, the Administrative Agent shall return to the Borrower all
amounts then on deposit with the Administrative Agent pursuant to this Section.
All amounts on deposit pursuant to this Section shall, until their application
to any Reimbursement Obligation or other Obligation or their return to the
Borrower, as the case may be, bear interest at the daily average Federal Funds
Rate from time to time in effect (net of the costs of any reserve requirements,
in respect of amounts on deposit pursuant to this Section, pursuant to F.R.S.
Board Regulation D), which interest shall be held by the Administrative Agent as
additional collateral security for the repayment of the Obligations.

SECTION 4.8 NATURE OF REIMBURSEMENT OBLIGATIONS. The Borrower shall
assume all risks of the acts, omissions, or misuse of any Letter of Credit by
the beneficiary thereof. Neither any Issuer nor any Lender (except to the
extent of its own gross negligence or wilful misconduct) shall be responsible
for:

(a) the form, validity, sufficiency, accuracy, genuineness, or legal
effect of any Letter of Credit or any document submitted by any party in
connection with the application for and issuance of a Letter of Credit,
even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent, or forged;

(b) the form, validity, sufficiency, accuracy, genuineness, or legal
effect of any instrument transferring or assigning or purporting to
transfer or assign a Letter of Credit or the rights or benefits thereunder
or proceeds thereof in whole or in part, which may prove to be invalid or
ineffective for any reason;

(c) failure of the beneficiary to comply fully with conditions
required in order to demand payment under a Letter of Credit;

(d) errors, omissions, interruptions, or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex, or otherwise;
or

(e) any loss or delay in the transmission or otherwise of any
document or draft required in order to make a Disbursement under a Letter
of Credit or of the proceeds thereof.

None of the foregoing shall affect, impair, or prevent the vesting of any of the
rights or powers granted any Issuer or any Lender hereunder. In furtherance and
extension, and not in

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limitation or derogation, of any of the foregoing, any action taken or omitted
to be taken by any Issuer in good faith shall be binding upon the Borrower and
shall not put such Issuer under any resulting liability to the Borrower.

SECTION 4.9 INDEMNITY. The Borrower hereby agrees to protect, indemnify,
pay and save each Issuer, the Administrative Agent and Lender harmless from and
against any and all claims, demands, liabilities, damages, losses, costs,
charges and expenses (including reasonable attorneys' fees and allocated costs
of internal counsel) which such Issuer, Co-Agent or Lender may incur or be
subject to as a consequence, direct or indirect, of

(a) the issuance of the Letters of Credit, other than as a result of
the gross negligence or wilful misconduct of such Issuer, the
Administrative Agent or Lender as determined by a court of competent
jurisdiction, or

(b) the failure of such Issuer, the Administrative Agent or Lender to
honor a drawing under any Letter of Credit as a result of any applicable
act or omission, whether rightful or wrongful, of any present or future de
jure or de facto government or governmental authority.

SECTION 4.10 CONFLICTS WITH LETTER OF CREDIT RELATED DOCUMENTS. In the
event of any conflict between this Agreement and any of the agreements and
instruments entered into by the Borrower with (or in favor of) any Issuer and
relating to any Letter of Credit (other than the Letter of Credit itself),
including any Issuance Request, this Agreement shall control.

ARTICLE V

CERTAIN EURODOLLAR RATE AND OTHER PROVISIONS

SECTION 5.1 EURODOLLAR RATE LENDING UNLAWFUL. If any Lender shall
determine (which determination shall, upon notice thereof to the Borrower and
the Lenders, be conclusive and binding on the Borrower) that the introduction of
or any change in or in the interpretation of any law makes it unlawful, or any
central bank or other governmental authority asserts that it is unlawful, for
such Lender to make Bid Loans based upon the Eurodollar Rate or to make,
continue or maintain any Loan as, or to convert any Loan into, a Eurodollar
Committed Loan of a certain Type, the obligations of such Lender to make,
continue, maintain or convert into any such Loans shall, upon such
determination, forthwith be suspended until such Lender shall notify the
Administrative Agent that the circumstances causing such suspension no longer
exist, and all outstanding Bid Loans based upon the Eurodollar Rate and all
outstanding Eurodollar

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Committed Loans made by such Lender shall automatically convert into Base Rate
Committed Loans at the end of the then current Interest Periods with respect
thereto or sooner, if required by such law or assertion.

SECTION 5.2 DEPOSITS UNAVAILABLE. If the Majority Lenders shall have
determined that

(a) Dollar deposits in the relevant amount and for the relevant
Interest Period are not available to the Administrative Agent in its
relevant market; or

(b) by reason of circumstances affecting their relevant eurodollar
markets, adequate means do not exist for ascertaining the interest rate
applicable hereunder to Bid Loans based on the Eurodollar Rate or to
Eurodollar Committed Loans,

then, upon notice from the Administrative Agent to the Borrower and the Lenders,
the obligations of all Lenders under SECTION 2.3 and SECTION 2.4 to make any Bid
Loans based on the Eurodollar Rate or to make or continue any Loans as, or to
convert any Loans into, Eurodollar Committed Loans shall forthwith be suspended
until the Administrative Agent shall notify the Borrower and the Lenders that
the circumstances causing such suspension no longer exist.

SECTION 5.3 INCREASED EURODOLLAR LOAN COSTS, ETC. The Borrower agrees to
reimburse each Lender for any increase in the cost to such Lender of, or any
reduction in the amount of any sum receivable by such Lender in respect of,
making, continuing or maintaining (or of its obligation to make, continue or
maintain) any Loans as, or, if applicable, of converting (or of its obligation
to convert) any Loans into, Bid Loans based on the Eurodollar Rate or Eurodollar
Committed Loans. Such Lender shall promptly notify the Administrative Agent and
the Borrower in writing of the occurrence of any such event, such notice to
state, in reasonable detail, the reasons therefor and the additional amount
required fully to compensate such Lender for such increased cost or reduced
amount (which shall include calculations in reasonable detail). Such additional
amounts shall be payable by the Borrower directly to such Lender within five
Business Days of its receipt of such notice, and such notice shall, in the
absence of manifest error, be conclusive and binding on the Borrower.

SECTION 5.4 FUNDING LOSSES. In the event any Lender shall incur any loss
or expense (including any loss or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Lender to make,
continue or maintain any portion of the principal amount of any Loan as, or, if
applicable, to convert any portion of the principal amount of any

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Loan into, a Bid Loan based upon the Eurodollar Rate or a Eurodollar Committed
Loan) as a result of

(a) any conversion or repayment or prepayment of the principal amount
of any Bid Loans or Eurodollar Committed Loans on a date other than the
scheduled last day of the Interest Period applicable thereto, whether
pursuant to SECTION 3.1 or otherwise;

(b) any Loans not being made in accordance with the Borrowing Request
therefor; or

(c) any Loans not being continued as, or converted into, Eurodollar
Committed Loans in accordance with the Continuation/Conversion Notice
therefor,

then, upon the written notice of such Lender to the Borrower (with a copy to the
Administrative Agent), which notice shall set forth the basis for requesting
such reimbursement, the Borrower shall, within five Business Days of its receipt
thereof, pay directly to such Lender such amount as will (in the reasonable
determination of such Lender) reimburse such Lender for such loss or expense.
Such written notice (which shall include calculations in reasonable detail)
shall, in the absence of manifest error, be conclusive and binding on the
Borrower.

SECTION 5.5 INCREASED CAPITAL COSTS. If any change in, or
the introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in since the Restatement Effective Date of, any law or regulation,
directive, guideline, decision or request (whether or not having the force of
law) of any court, central bank, regulator or other governmental authority
affects or would affect the amount of capital required or expected to be
maintained by any Lender or any Person controlling such Lender, and such Lender
determines (in its sole and absolute discretion) that the rate of return on its
or such controlling Person's capital as a consequence of its Commitments,
issuance of or participation in Letters of Credit or the Loans made by such
Lender is reduced to a level below that which such Lender or such controlling
Person could have achieved but for the occurrence of any such circumstance,
then, in any such case upon notice from time to time by such Lender to the
Borrower, the Borrower shall, within five Business Days of its receipt thereof
pay directly to such Lender additional amounts sufficient to compensate such
Lender or such controlling Person for such reduction in rate of return. A
statement of such Lender as to any such additional amount or amounts (including
calculations thereof in reasonable detail) shall, in the absence of manifest
error, be conclusive and binding on the Borrower. In determining such amount,
such Lender may use any method of averaging and attribution that it (in its sole
and absolute discretion) shall deem applicable.

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SECTION 5.6 TAXES. (a) All payments by the Borrower of principal of, and
interest on, the Loans and all other amounts payable hereunder shall be made
free and clear of and without deduction for any present or future income,
excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or
other charges of any nature whatsoever imposed by any taxing authority, but
excluding franchise taxes and taxes imposed on or measured by any Lender's net
income or receipts (such non-excluded items being called "TAXES"). In the event
that any withholding or deduction from any payment to be made by the Borrower
hereunder is required in respect of any Taxes pursuant to any applicable law,
rule or regulation, then the Borrower will

(i) pay directly to the relevant authority the full amount required
to be so withheld or deducted;

(ii) promptly forward to the Administrative Agent an official receipt
or other documentation satisfactory to the Administrative Agent evidencing
such payment to such authority; and

(iii) pay to the Administrative Agent for the account of the Lenders
such additional amount or amounts as is necessary to ensure that the net
amount actually received by each Lender will equal the full amount such
Lender would have received had no such withholding or deduction been
required.

Moreover, if any Taxes are directly asserted against the Administrative Agent or
any Lender with respect to any payment received by the Administrative Agent or
such Lender hereunder, the Administrative Agent or such Lender may pay such
Taxes and the Borrower will promptly pay such additional amounts (including any
penalties, interest or expenses) as is necessary in order that the net amount
received by such person after the payment of such Taxes (including any Taxes on
such additional amount) shall equal the amount such person would have received
had not such Taxes been asserted.

(b) If the Borrower fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent, for the account
of the Administrative Agent or Lenders, the required receipts or other required
documentary evidence, the Borrower shall indemnify the Administrative Agent and
Lenders for any incremental Taxes, interest or penalties that may become payable
by the Administrative Agent or any Lender as a result of any such failure. For
purposes of this SECTION 5.6, a distribution hereunder by the Administrative
Agent or any Lender to or for the account of any Lender shall be deemed a
payment by the Borrower.

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Each Lender that is organized under the laws of a jurisdiction other than
the United States shall, prior to the date such Lender becomes a party to this
Agreement and in a timely fashion thereafter, execute and deliver to the
Borrower and the Administrative Agent, one or more (as the Borrower or the
Administrative Agent may reasonably request) United States Internal Revenue
Service Forms 4224 or Forms 1001 or such other forms or documents (or successor
forms or documents), appropriately completed, as may be applicable to establish
the extent, if any, to which a payment to such Lender is exempt from withholding
or deduction of Taxes.

SECTION 5.7 PAYMENTS, COMPUTATIONS, ETC. Unless otherwise expressly
provided, all payments by the Borrower pursuant to this Agreement, the Notes or
any other Loan Document shall be made by the Borrower to the Administrative
Agent for the PRO RATA account of the Lenders entitled to receive such payment.
All such payments required to be made to the Administrative Agent shall be made,
without setoff, deduction or counterclaim, not later than 9:00 a.m., San
Francisco time, on the date due, in same day or immediately available funds, to
such account as the Administrative Agent shall specify from time to time by
notice to the Borrower. Funds received after that time shall be deemed to have
been received by the Administrative Agent on the next succeeding Business Day.
The Administrative Agent shall promptly remit in same day funds to each Lender
its share, if any, of such payments received by the Administrative Agent for the
account of such Lender. All interest and fees shall be computed on the basis of
the actual number of days (including the first day but excluding the last day)
occurring during the period for which such interest or fee is payable over a
year comprised of 360 days (or, in the case of interest on a Base Rate Committed
Loan (other than when calculated with respect to the Federal Funds Rate), 365
days or, if appropriate, 366 days). Whenever any payment to be made shall
otherwise be due on a day which is not a Business Day, such payment shall
(except as otherwise required by CLAUSE (C) of the definition of the term
"INTEREST PERIOD" with respect to Eurodollar Committed Loans) be made on the
next succeeding Business Day and such extension of time shall be included in
computing interest and fees, if any, in connection with such payment.

SECTION 5.8 SHARING OF PAYMENTS. If any Lender shall obtain any payment
or other recovery (whether voluntary, involuntary, by application of setoff or
otherwise) on account of any Committed Loan (other than pursuant to the terms of
SECTIONS 5.3, 5.4 and 5.5) or Letter of Credit in excess of its PRO RATA share
of payments then or therewith obtained by all Lenders, such Lender shall
purchase from the other Lenders such participations in Committed Loans made by
them and/or Letters of Credit as shall be necessary to cause such purchasing
Lender to share the excess payment or other recovery ratably with each of them;
PROVIDED,

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HOWEVER, that if all or any portion of the excess payment or other recovery is
thereafter recovered from such purchasing Lender, the purchase shall be
rescinded and each Lender which has sold a participation to the purchasing
Lender shall repay to the purchasing Lender the purchase price to the ratable
extent of such recovery together with an amount equal to such selling Lender's
ratable share (according to the proportion of

(a) the amount of such selling Lender's required repayment to the
purchasing Lender

(b) the total amount so recovered from the purchasing Lender)

of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. The Borrower agrees that any Lender
so purchasing a participation from another Lender pursuant to this Section may,
to the fullest extent permitted by law, exercise all its rights of payment
(including set-off, but subject to SECTION 5.9) with respect to such
participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. If under any applicable
bankruptcy, insolvency or other similar law, any Lender receives a secured claim
in lieu of a setoff to which this Section applies, such Lender shall, to the
extent practicable, exercise its rights in respect of such secured claim in a
manner consistent with the rights of the Lenders entitled under this Section to
share in the benefits of any recovery on such secured claim.

SECTION 5.9 SET-OFF. In addition to any rights and remedies of the
Lenders provided by law, if an Event of Default exists, each Lender is
authorized at any time and from time to time, without prior notice to the
Borrower, any such notice being waived by the Borrower to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held by, and other
indebtedness at any time owing to, such Lender to or for the credit or the
account of the Borrower against any and all Obligations owing to such Lender,
now or hereafter existing, irrespective of whether or not the Administrative
Agent or such Lender shall have made demand under this Agreement or any Loan
Document and although such Obligations may be contingent or unmatured. Each
Lender agrees promptly to notify the Borrower and the Administrative Agent after
any such set-off and application made by such Lender; PROVIDED, HOWEVER, that
the failure to give such notice shall not affect the validity of such set-off
and application. The rights of each Lender under this SECTION 5.9 are in
addition to the other rights and remedies (including other rights of set-off)
which the Lender may have.

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Any Lender or Swingline Lender having outstanding Committed Loans, Swingline
Loans and Bid Loans at any time a right of set-off is exercised by such Lender
or Swingline Lender shall apply the proceeds of such set-off first to such
Lender's Committed Loans, until its Committed Loans are reduced to zero, then to
its Swingline Loans, and thereafter to its Bid Loans. NOTWITHSTANDING THE
FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SET-
OFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE
BORROWER OR ANY SUBSIDIARY OF THE BORROWER HELD OR MAINTAINED BY THE LENDER
WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS AND THE ADMINISTRATIVE
AGENT.

SECTION 5.10 USE OF PROCEEDS. The Borrower shall apply the proceeds of
each Borrowing in accordance with RECITAL G, PROVIDED, that, without limiting
the foregoing, no proceeds of any Loan will be used to acquire or carry any
equity security of a class which is registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, or any "margin stock", as defined
in F.R.S. Board Regulation U except for Approved Acquisitions in compliance with
F.R.S. Board Regulation U.

SECTION 5.11 OTHER INCREASED COSTS. If by reason of

(a) any change in applicable law, regulation, rule, decree or
regulatory requirement or any change in the interpretation or application
by any judicial or regulatory authority of any law, regulation, rule,
decree or regulatory requirement, or

(b) compliance by any Lender or any Issuer with any direction,
request or requirement (whether or not having the force of law) of any
governmental or monetary authority, including Regulation D of the F.R.S.
Board:

(i) any Lender or any Issuer shall be subject to any tax (other
than taxes on net income and franchises), levy, charge or withholding
of any nature or to any variation thereof or to any penalty with
respect to the maintenance or fulfillment of its obligations under
this Agreement, whether directly or by such being imposed on or
suffered by such Lender or Issuer;

(ii) any reserve, deposit or similar requirement is or shall be
applicable, imposed or modified in respect of any Letters of Credit
issued by any Issuer or participations therein purchased by any Lender
or any Commitment or Loans made by any Lender, but excluding with
respect to any Eurodollar Committed Loan

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any such requirement included in the calculation of the Eurodollar
Rate (Reserve Adjusted); or

(iii) there shall be imposed on any Issuer any other condition
regarding any Letter of Credit or any other condition on any Lender
regarding this Agreement, any Commitment and Loans and any
participation in any Letter of Credit;

and the result of the foregoing is directly or indirectly to increase the cost
to such Issuer or such Lender of issuing, making or maintaining its Commitment,
any Loans or any Letter of Credit or of purchasing or maintaining any
participation therein or making any Loan or to reduce any amount receivable in
respect of any such Letter of Credit or any such Commitment or Loan by such
Issuer or such Lender, as applicable, then and in any such case such Issuer or
such Lender, as applicable, may, at any time after the additional cost is
incurred or the amount received is reduced, notify the Borrower thereof, and the
Borrower shall pay on demand such amounts as such Issuer or Lender, as
applicable, may specify to be necessary to compensate such Issuer or Lender, as
applicable, for such additional cost or reduced receipt, together with interest
on such amount from the date demanded until payment in full thereof at a rate
equal at all times to the Alternate Base Rate. The determination by such Issuer
or Lender, as applicable, of any amount due pursuant to this Section, as set
forth in a statement setting forth the calculation thereof in reasonable detail,
shall, in the absence of manifest error, be final and conclusive and binding on
all of the parties hereto.

SECTION 5.12 OBLIGATION TO MITIGATE; SUBSTITUTION OF LENDERS.(a) Each
Lender agrees that as promptly as practicable after it becomes aware of the
occurrence of an event that would entitle it to give notice pursuant to this
ARTICLE V, and in any event if so requested by the Borrower, each Lender shall
use reasonable efforts to make, fund or maintain its affected Loans based on the
Eurodollar Rate through another Domestic Office, or a lending office outside of
the United States, if as a result thereof the increased costs would be avoided
or materially reduced or the illegality would thereby cease to exist and if, in
the opinion of such Lender, the making, funding or maintaining of such Loans
through such other office would not be disadvantageous to such Lender or
contrary to such Lender's normal banking practices.

(b) Upon the receipt by the Borrower from any Lender (an "AFFECTED
LENDER") of a request for compensation or payment under this ARTICLE V, the
Borrower may: (i) request one or more of the other Lenders to acquire and
assume (in such Lender's sole discretion) all or part of such Affected Lender's
Loans and Commitments or Swingline Commitment, as the case may be; or (ii)
designate a replacement bank or financial institution to acquire

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and assume all or part of such Affected Lender's Loans and Commitments or
Swingline Commitment, as the case may be. Any such designation of a replacement
bank or financial institution under CLAUSE (II) shall be subject to the prior
written consent of the Administrative Agent and the other Lenders (which consent
shall not be unreasonably withheld). Nothing in this CLAUSE (B) shall relieve
the Borrower of any obligation to pay any amounts accrued under this ARTICLE V
prior to the date any Lender is replaced.

SECTION 5.13 CERTAIN RESTATEMENT EFFECTIVE DATE TRANSITIONAL MATTERS.

(a) On the Restatement Effective Date, each Lender hereby sells and
assigns, without recourse, an amount of Loans equal to the product of (i)
the excess (if any) of its Original Percentage over its Restated Percentage
times (ii) the aggregate principal amount of Loans outstanding on such date
and each Lender hereby purchases an amount of Loans equal to the product of
(i) the excess (if any) of its Restated Percentage over its Original
Percentage times (ii) the aggregate principal amount of Loans outstanding
on such date. Each Lender selling Loans under this SECTION 5.13 shall be
deemed to have sold (and each Lender purchasing Loans shall be deemed to
have purchased) a PRO RATA portion (based on the aggregate principal amount
of Loans then outstanding) of each of such selling Lender's Loans.
Payments by each Lender purchasing Loans under this SECTION 5.13 shall be
made to the Administrative Agent not later than 9:00 a.m., San Francisco
time in immediately available funds, without setoff, deduction or
counterclaim, for the PRO RATA account (based upon the outstanding
principal amount of Loans being sold) of each selling Lender in an amount
equal to the aggregate principal amount of outstanding Loans purchased by
such Lender.

(b) On and after the Restatement Effective Date, each Lender shall be
entitled to receive commitment fees under SECTION 3.3.1, letter of credit
fees under SECTION 3.3.5 and interest on Loans and on any other amount due
under any Loan Document, in each case, (i) accrued and unpaid before the
Restatement Effective Date in accordance with its Original Percentage and
at the applicable rates then in effect under the Original Credit Agreement
and (ii) accrued on and after the Restatement Effective Date in accordance
with its Restated Percentage and at the applicable rates under this
Agreement.

(c) Each Lender acknowledges and agrees that in accordance with
SECTION 4.4 it shall be deemed to have participated in the issuance of each
Letter of Credit issued pursuant to SECTION 4.2 (including, without
limitation,

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Letters of Credit issued prior to the Restatement Effective Date) in
accordance with its Restated Percentage.

(d) On and after the Restatement Effective Date, to the extent that
any commitment and the other rights and obligations of any Lender existing
at the time immediately preceding the Restatement Effective Date have been
assigned or delegated, as applicable, to any Lender under this Agreement,
such Lender hereby assumes such commitment and other obligations and shall
have the rights and obligations of a Lender hereunder and under the other
Loan Documents and, to the extent that any commitment and other obligations
of any Lender existing at the time immediately preceding the Restatement
Effective Date have been delegated by any Lender pursuant to this
Agreement, such Lender shall be released from such commitment and its
obligations thereunder and under the other Loan Documents.

ARTICLE VI

CONDITIONS PRECEDENT

SECTION 6.1 CONDITIONS TO RESTATEMENT EFFECTIVE DATE. Unless otherwise
terminated pursuant to SECTION 6.4, this Agreement shall become effective on the
date (the "RESTATEMENT EFFECTIVE DATE") the conditions precedent set forth in
this SECTION 6.1 have been satisfied:

SECTION 6.1.1 AGREEMENT. The Administrative Agent shall have received
counterparts hereof executed on behalf of the Borrower, each Co-Agent and each
Lender (or notice thereof satisfactory to the Administrative Agent) shall have
been received by the Administrative Agent.

SECTION 6.1.2 RESOLUTIONS, ETC. The Administrative Agent shall have
received from each Obligor a certificate, dated the Restatement Effective Date,
of its Secretary or Assistant Secretary as to

(a) resolutions of its Board of Directors then in full force and
effect authorizing the execution, delivery and performance of this
Agreement, the Notes and each other Loan Document to be executed by it; and

(b) the incumbency and signatures of those of its officers or other
designees authorized to act with respect to this Agreement, the Notes and
each other Loan Document executed by it,

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upon which certificate each Lender may conclusively rely until it shall have
received a further certificate of the Secretary of such Obligor canceling or
amending such prior certificate.

SECTION 6.1.3 DELIVERY OF NOTES. Upon request of any Lender pursuant to
SECTION 2.9(B) and on reasonable notice to the Borrower prior to the Restatement
Effective Date, the Administrative Agent shall have received (in exchange for
Notes previously delivered by the Borrower under the Original Credit
Agreement) for the account of such Lender, its Note payable to the order of such
Lender in a maximum principal amount equal to such Lender's Restated Percentage
of the Commitment in effect as the Restatement Effective Date and duly executed
and delivered by the Borrower.

SECTION 6.1.4 GUARANTY. The Administrative Agent shall have received
written confirmation and acknowledgement from each Significant Subsidiary that
the Guaranty remains in full force and effect after giving effect to the
transactions contemplated by this Agreement.

SECTION 6.1.5 CONFIRMATION OF SECURITY AGREEMENTS. The Administrative
Agent shall have received written confirmations and acknowledgements from each
Obligor party to a Security Agreement or Subsidiary Security Agreement, as the
case may be, that such agreement is in full force and effect after giving effect
to the transactions contemplated by this Agreement.

SECTION 6.1.6 OPINIONS OF COUNSEL. The Administrative Agent shall have
received opinions, dated the date of the Restatement Effective Date and
addressed to the Co-Agents and all Lenders, from

(a) ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, counsel to the Obligors, in
substantially the form of EXHIBIT E hereto; and

(b) ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, special counsel to the Administrative
Agent, in substantially the form of EXHIBIT F hereto.

SECTION 6.1.7 SOLVENCY, VALUATION, ETC. The Administrative Agent shall
have received a certificate of an Authorized Officer of the Borrower, which
officer shall be the chief accounting or financial Authorized Officer, dated the
Restatement Effective Date, substantially in the form of EXHIBIT G.

SECTION 6.1.8 INSURANCE CERTIFICATES. The Administrative Agent shall have
received certificates of ▇▇▇▇▇ & McLennan, the insurance broker of the Borrower,
in substantially the form set forth in EXHIBIT H, together with copies of the
insurance policies and any other documents referred to in each such certificate.

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SECTION 6.1.9 PURCHASE OF LOANS, CLOSING FEES, EXPENSES, ETC. The
Administrative Agent shall have received for its own account, or for the account
of the applicable Lender or the Documentation Agent, as the case may be, all
payments due on the Restatement Effective Date from any Lender in respect of
Loans assigned pursuant to SECTION 5.13 and all fees, costs and expenses due and
payable pursuant to SECTIONS 3.3 and 11.3, if then invoiced.

SECTION 6.1.10 SALE OF WOOD PRODUCTS BUSINESS. The Administrative Agent
shall have received an officer's certificate executed by the President, Chief
Financial Officer of Controller of the Borrower, stating that the conditions
precedent to the closing of the transactions contemplated by the Sale Agreement
have been met or waived and that such transactions have been consummated as of
the date of such officer's certificate.

SECTION 6.2 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each
Lender to make any Credit Extension (including the initial Credit Extension on
or after the Restatement Effective Date) and the obligation of any Lender to
make any Bid Loan as to which the Borrower has accepted the relevant Competitive
Bid shall be subject to the satisfaction of each of the conditions precedent set
forth in this SECTION 6.2.

SECTION 6.2.1 COMPLIANCE WITH WARRANTIES, NO DEFAULT, ETC. Both before
and after giving effect to any Credit Extension (but, if any Default of the
nature referred to in SECTION 9.1.5 shall have occurred with respect to any
other Indebtedness, without giving effect to the application, directly or
indirectly, of the proceeds of any Borrowing) the following statements shall be
true and correct

(a) the representations and warranties set forth in ARTICLE VII
(excluding, however, those contained in SECTION 7.7) shall be true and
correct (both before and after giving PRO FORMA effect to any Acquisition
to be financed with the proceeds of such Credit Extension) with the same
effect as if then made (unless stated to relate solely to an earlier date,
in which case such representations and warranties shall be true and correct
as of such earlier date); PROVIDED that SECTION 7.5 shall be deemed to
refer to the most recent date of the delivery of the financial statements
referred to therein;

(b) except as disclosed by the Borrower to the Administrative Agent
and the Lenders pursuant to SECTION 7.7

(i) no labor controversy, litigation, arbitration or
governmental investigation or proceeding shall be pending or, to the
knowledge of the Borrower, threatened against the Borrower or any of
its

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Subsidiaries which (A) if determined adversely to the Borrower or such
Subsidiary, as the case may be, could reasonably be expected to have a
Material Adverse Effect (except, but only to the extent, the statement
in this SUBCLAUSE (A) is made or deemed made with respect to any time
prior to the Collateral Release Date, for Asbestos Litigation) or (B)
which purports to affect the legality, validity or enforceability of
this Agreement, the Notes or any other Loan Document; and

(ii) no development shall have occurred in any labor
controversy, litigation, arbitration or governmental investigation or
proceeding disclosed pursuant to SECTION 7.7 which if determined
adversely to the Borrower or any of its Subsidiaries, as the case may
be, could reasonably be expected to have a Material Adverse Effect
(except, but only to the extent that the statement in this CLAUSE (II)
is made or deemed made with respect to any time prior to the
Collateral Release Date, for Asbestos Litigation);

(c) no Default shall have then occurred and be continuing, and
neither the Borrower nor any of its Subsidiaries are in material violation
of any applicable law or governmental regulation or court order or decree;
and

(d) at any time after the Collateral Release Date, there exists no
Material Post-Collateral Release Asbestos Litigation.

SECTION 6.2.2 CREDIT REQUEST. The Administrative Agent shall have
received a Borrowing Request or Issuance Request, as the case may be, for such
Credit Extension. Each of the delivery of a Borrowing Request or an Issuance
Request and the acceptance by the Borrower of the proceeds of the Borrowing or
the issuance of the Letter of Credit, as applicable, shall constitute a
representation and warranty by the Borrower that on the date of such Borrowing
(both immediately before and after giving effect to such Borrowing and the
application of the proceeds thereof) or the issuance of the Letter of Credit, as
applicable, the statements made in SECTION 6.2.1 are true and correct.

SECTION 6.2.3 SATISFACTORY LEGAL FORM. All documents executed or
submitted pursuant hereto by or on behalf of the Borrower or any of its
Subsidiaries shall be satisfactory in form and substance to the Administrative
Agent and its counsel.

SECTION 6.2.4 ADVANCES TO RESORT SUBSIDIARIES. If such Credit Extension
would cause the aggregate outstanding principal amount of the Loans (other than
Swingline Loans) to exceed $30,000,000, no loan or advance to any Resort
Subsidiary, other than any loan or advance in the ordinary course of business

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otherwise permitted by SECTION 8.2.5 (F), by the Borrower or any of its
Subsidiaries which are not Resort Subsidiaries shall be outstanding at the time
of such Credit Extension.

SECTION 6.3 NOTICE OF RESTATEMENT EFFECTIVE DATE. Upon satisfaction of
all the conditions set forth in SECTION 6.1, the Administrative Agent shall
deliver to the Borrower, the Documentation Agent and each Lender a notice
stating that such conditions have been satisfied and setting forth the
Restatement Effective Date.

SECTION 6.4 FAILURE TO REACH RESTATEMENT EFFECTIVE DATE. If all the
conditions set forth in SECTION 6.1 shall not have been satisfied on or prior to
October 31, 1995, this Agreement shall be of no further force or effect unless
each Lender and the Administrative Agent shall have consented, in writing, to an
extension of such date. Prior to the Restatement Effective Date (or if the
Restatement Effective Date does not occur) the Original Credit Agreement shall
continue in effect according to its terms.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders and the Co-Agents to enter into this
Agreement and to make Loans and issue Letters of Credit hereunder, the Borrower
represents and warrants unto the Co-Agents and each Lender as set forth in this
ARTICLE VII.

SECTION 7.1 ORGANIZATION, ETC. The Borrower and each of its Subsidiaries
is a corporation validly organized and existing and in good standing under the
laws of the State of its incorporation, is duly qualified to do business and is
in good standing as a foreign corporation in each jurisdiction in which a
failure to have such authority could reasonably be expected to have a Material
Adverse Effect, and has full power and authority and holds all requisite
governmental licenses, permits and other approvals to enter into and perform its
Obligations under this Agreement, the Notes and each other Loan Document to
which it is a party and to own and hold under lease its property and to conduct
its business substantially as currently conducted by it.

SECTION 7.2 DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The execution,
delivery and performance by the Borrower of this Agreement, the Notes and each
other Loan Document executed or to be executed by it, and the execution,
delivery and performance by each other Obligor of each Loan Document executed or
to be executed by it are within the Borrower's and each such Obligor's corporate
powers, have been duly authorized by all necessary corporate action, and do not

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(a) contravene the Borrower's or any such Obligor's Organic
Documents;

(b) contravene (i) any material contractual restriction, or (ii) any
law or governmental regulation or court decree or order binding on or
affecting the Borrower or any such Obligor; or

(c) result in, or require the creation or imposition of, any Lien
(other than the Liens of the Collateral Documents) on any of the Borrower's
or any Obligor's properties.

SECTION 7.3 GOVERNMENT APPROVAL, REGULATION, ETC. No authorization or
approval or other action by, and no notice to or filing with, any Governmental
Authority or regulatory body or other Person is required for the due execution,
delivery or performance by the Borrower or any other Obligor of this Agreement,
the Notes or any other Loan Document to which it is a party. Neither the
Borrower nor any of its Subsidiaries is an "investment company" within the
meaning of the Investment Company Act of 1940, as amended, or a "holding
company", or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company", within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

SECTION 7.4 VALIDITY, ETC. Each Loan Document executed by an Obligor
will, on the due execution and delivery thereof, constitute, the legal, valid
and binding obligations of such Obligor enforceable in accordance with its
respective terms, except as such enforceability thereof may be limited by (a)
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and (b) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).

SECTION 7.5 FINANCIAL INFORMATION. The consolidated balance sheets of
the Borrower and its Subsidiaries as at December 31, 1994, and June 30, 1995 and
the related statements of income, stockholders' equity, if applicable, and cash
flows of the Borrower and its Subsidiaries, copies of which have been furnished
to the Administrative Agent and each Lender, have been prepared in accordance
with GAAP consistently applied (except, in the case of the June 30, 1995
quarterly financial statements, for the absence of notes thereto and for year-
end adjustments), and present fairly the consolidated financial condition of the
corporations covered thereby as at the dates thereof or, as the case may be, the
results of their operations for the periods then ended.

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SECTION 7.6 NO MATERIAL ADVERSE CHANGE. Since March 31, 1994, there has
been no material adverse change in the financial condition, operations, assets,
business, properties or (but only with respect to Asbestos Litigation related
matters) prospects of the Borrower and its Subsidiaries, taken as a whole.

SECTION 7.7 LITIGATION, LABOR CONTROVERSIES, ETC. Except as disclosed in
ITEM 7.7 ("Litigation") of the Disclosure Schedule, there is no pending or, to
the knowledge of the Borrower, threatened litigation, action, proceeding, or
labor controversy affecting the Borrower or any of its Subsidiaries, or any of
their respective properties, businesses, assets or revenues, which, if
determined adversely to the Borrower or such Subsidiaries could reasonably be
expected to have a Material Adverse Effect (other than, but only prior to the
Collateral Release Date, Asbestos Litigation) or which purports to affect the
legality, validity or enforceability of this Agreement, the Notes or any other
Loan Document. At any time following the Collateral Release Date, there is no
Material Post-Collateral Release Asbestos Litigation.

SECTION 7.8 SUBSIDIARIES. The Borrower has no Subsidiaries, except those
Subsidiaries

(a) which are identified in ITEM 7.8 ("Existing Subsidiaries") of the
Disclosure Schedule or successors thereto; or

(b) the establishment or acquisition of which would not contravene
the terms of this Agreement.

SECTION 7.9 OWNERSHIP OF PROPERTIES. Except as set forth in Item 7.9
("Ownership of Properties"), the Borrower and each of its Subsidiaries owns good
and marketable title to all of their properties and assets, real and personal,
tangible and intangible, of any nature whatsoever (including patents,
trademarks, trade names, service marks and copyrights), free and clear of all
Liens, charges or claims (including infringement claims with respect to patents,
trademarks, copyrights and the like) except as permitted pursuant to SECTION
8.2.3 or, in the case of claims, charges or defaults to title to any such
property or assets not constituting Liens as permitted pursuant to
SECTION 8.2.3, where the existence thereof could not give rise to a Material
Adverse Effect.

SECTION 7.10 TAXES. The Borrower and each of its Subsidiaries has filed
all income and other material tax returns and reports required by law to have
been filed by it and has paid all taxes and governmental charges thereby shown
to be owing, except any such taxes or charges which are being diligently
contested in good faith by appropriate proceedings and for which

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adequate reserves in accordance with GAAP shall have been set aside on its
books.

SECTION 7.11 PENSION AND WELFARE PLANS. During the twelve-consecutive-
month period prior to the date of the execution and delivery of this Agreement
and prior to the date of any Borrowing hereunder after the Restatement Effective
Date, no steps have been taken to terminate any Pension Plan, and no
contribution failure has occurred with respect to any Pension Plan sufficient to
give rise to a Lien under section 302(f) of ERISA. No condition exists or event
or transaction has occurred with respect to any Pension Plan which might result
in the incurrence by the Borrower or any member of the Controlled Group of any
material liability, fine or penalty. Except as disclosed in ITEM 7.11
("Employee Benefit Plans") of the Disclosure Schedule, neither the Borrower nor
any member of the Controlled Group has any contingent liability with respect to
any post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Title I of ERISA.

SECTION 7.12 ENVIRONMENTAL WARRANTIES. Except as set forth in ITEM 7.12
("Environmental Matters") of the Disclosure Schedule, to the best of the
Borrower's knowledge:

(a) all facilities and property (including underlying groundwater)
owned or leased by the Borrower or any of its Subsidiaries have been, and
continue to be, owned or leased by the Borrower and its Subsidiaries in
compliance with all Environmental Laws unless the failure to so comply
would not, or could not reasonably be expected to, have a Material Adverse
Effect;

(b) there have been no past, and there are no pending or threatened

(i) claims, complaints, notices or requests for information
received by the Borrower or any of its Subsidiaries with respect to
any alleged violation of any Environmental Law, or

(ii) complaints, notices or inquiries to the Borrower or any of
its Subsidiaries regarding potential liability under any Environmental
Law

which, in any such case, could, if determined adversely to the Borrower or
its Subsidiary, as the case may be, reasonably be expected to have a
Material Adverse Effect;

(c) there have been no Releases of Hazardous Materials at, on or
under any property now or previously owned or leased by the Borrower or any
of its Subsidiaries that,

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singly or in the aggregate, have, or could reasonably be expected to
have, a Material Adverse Effect;

(d) the Borrower and its Subsidiaries have been issued and are in
material compliance with all permits, certificates, approvals, licenses and
other authorizations required by any Environmental Law, except for any such
permits, certificates, approvals, licenses or other authorizations the
possible consequences of the failure to obtain or comply with which could
not reasonably be expected to have a Material Adverse Effect;

(e) no property now or previously owned or leased by the Borrower or
any of its Subsidiaries is listed or (with respect to owned property only)
proposed for listing on the National Priorities List pursuant to CERCLA, on
the CERCLIS or on any similar state list of sites requiring investigation
or clean-up;

(f) there are no underground storage tanks, active or abandoned,
including petroleum storage tanks, on or under any property now or
previously owned or leased by the Borrower or any of its Subsidiaries that,
singly or in the aggregate, have, or could reasonably be expected to have,
a Material Adverse Effect;

(g) neither Borrower nor any Subsidiary of the Borrower has directly
transported or directly arranged for the transportation of any Hazardous
Material, other than asbestos, to any location which is listed or proposed
for listing on the National Priorities List pursuant to CERCLA, on the
CERCLIS or on any similar state list or which is the subject of federal,
state or local enforcement actions or other investigations which may lead
to material claims against the Borrower or such Subsidiary thereof for any
remedial work, damage to natural resources or personal injury, including
claims under CERCLA other than with respect to Asbestos Litigation; and

(h) there are no polychlorinated biphenyls or friable asbestos
present at any property now or previously owned or leased by the Borrower
or any Subsidiary of the Borrower that, singly or in the aggregate, have,
or could reasonably be expected to have, a Material Adverse Effect.

SECTION 7.13 REGULATIONS G, U AND X. The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock, and no proceeds of any Loans will be used for a purpose which violates,
or would be inconsistent with, F.R.S. Board Regulation G, U or X. Terms for
which meanings are provided in F.R.S. Board Regulation G, U or X

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or any regulations substituted therefor, as from time to time in effect, are
used in this Section with such meanings.

SECTION 7.14 ACCURACY OF INFORMATION. All factual information heretofore
or contemporaneously furnished by or on behalf of the Borrower in writing to
either Co-Agent or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all other such factual
information hereafter furnished by or on behalf of the Borrower in writing to
either Co-Agent or any Lender will be, taken as a whole, true and accurate in
every material respect on the date as of which such information is dated or
certified and as of the date of execution and delivery of this Agreement by each
Co-Agent and such Lender, and such information is not, or shall not be, as the
case may be, in light of the circumstances in which furnished, incomplete by
omitting to state any material fact necessary to make such information not
misleading.

SECTION 7.15 COMPLIANCE OF LAWS. Except as disclosed in ITEM 7.15
("Compliance with Laws") of the Disclosure Schedule, each of the Borrower and
its Subsidiaries is, and will on the Restatement Effective Date (both before and
after giving effect to the transactions contemplated hereby) be, in compliance
with the requirements of all Applicable Laws (including maintenance of all
necessary permits, approvals, certificates, licenses and other authorization
relating thereto), except for any noncompliance which does not have, and could
not reasonably be expected to have, a Material Adverse Effect.

SECTION 7.16 ABSENCE OF DEFAULT. Neither the Borrower nor any of its
Subsidiaries is in default in the payment of, or in default in any material
respect in the performance of, any obligation applicable to any outstanding
Indebtedness.

SECTION 7.17 FINANCIAL CONDITION. After giving effect to the incurrence
by the Borrower and each Obligor of the Obligations and other transactions
contemplated to occur on the date hereof, under the Sale Agreement and on the
date of each Credit Extension:

(a) the net worth of each of the Borrower and each Obligor determined
in accordance with GAAP, consistently applied, will not be less than zero,

(b) the respective assets of each of the Borrower and each Obligor,
at fair valuation, will exceed its respective liabilities, including
contingent liabilities,

(c) the respective capital of each of the Borrower and each Obligor
will not be unreasonably small to conduct its respective business, and

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(d) none of the Borrower nor any other Obligor will have incurred
debts, or intends to incur debts, beyond its respective ability to pay such
debts as they mature.

For purposes of this Section, "debt" means any liability with respect to (a) a
right to payment, whether or not such right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured or unsecured, or (b) a right to an equitable remedy
for breach of performance if such breach gives rise to a payment, whether or not
such right to an equitable remedy is reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured or unsecured.

SECTION 7.18 SETTLEMENT AGREEMENTS. Except for the Settlement Agreements,
as of the Restatement Effective Date, neither the Borrower nor any of its
Subsidiaries is a party to any material agreement relating to Asbestos
Litigation to which one or more Insurers is a party (except for any agreement
related to the Borrower's "Structured Settlement Program" or its "Insurance
Assignment Program" or any third party agreement pursuant to which the Borrower
and CNA Casualty have settled any Personal Injury Asbestos Claim on terms which
are no less favorable to the Borrower than under any "Structured Settlement
Program" or its "Insurance Assignment Program").

SECTION 7.19 SUBSIDIARIES AND OBLIGORS. References in the representations
and warranties to Subsidiaries and Obligors shall be deemed to include any
Person which becomes a Subsidiary or Obligor on or after the Restatement
Effective Date, commencing with the making or deemed making of any such
representation or warranty in connection with the first Credit Extension which
relates to the Acquisition pursuant to which such Person becomes a Subsidiary,
or at the time such Person becomes an Obligor, as the case may be.

ARTICLE VIII

COVENANTS

SECTION 8.1 AFFIRMATIVE COVENANTS. The Borrower agrees with each Co-Agent
and each Lender that, until all Commitments and the Swingline Commitment have
terminated, all Obligations have been paid and performed in full, and all
Letters of Credit have expired or are terminated, the Borrower will perform or,
as the case may be, comply with the obligations set forth in this SECTION 8.1.

SECTION 8.1.1 FINANCIAL INFORMATION, REPORTS, NOTICES, ETC. The Borrower
will furnish, or will cause to be furnished, to the

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Administrative Agent copies of the following financial statements, reports,
notices and information:

(a) subject to SECTION 8.1.1(F), as soon as available and in any
event within 45 days after the end of each of the first three Fiscal
Quarters of each Fiscal Year of the Borrower, a consolidated balance sheet
of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter,
a consolidated statement of income of the Borrower and its Subsidiaries for
such Fiscal Quarter and for the period commencing at the end of the
previous Fiscal Year and ending with the end of such Fiscal Quarter, and a
consolidated statement of cash flows of the Borrower and its Subsidiaries
for the period commencing at the end of the previous Fiscal Year and ending
with the end of such Fiscal Quarter certified by a senior financial
Authorized Officer of the Borrower;

(b) subject to SECTION 8.1.1(F), as soon as available and in any
event within 90 days after the end of each Fiscal Year of the Borrower, a
copy of the annual audit report for such Fiscal Year for the Borrower and
its Subsidiaries, including therein a consolidated balance sheet of the
Borrower and its Subsidiaries as of the end of such Fiscal Year and
consolidated statement of stockholders' equity, income and cash flows of
the Borrower and its Subsidiaries for such Fiscal Year, in each case
certified (without any Impermissible Qualification other than, prior to the
Collateral Release Date, an Asbestos Qualification) in a manner acceptable
to the Administrative Agent and the Required Lenders by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ &
Co. or other independent public accountants acceptable to the
Administrative Agent and the Required Lenders, together with (A) a reliance
agreement between the Administrative Agent and such accounting firm in form
and substance satisfactory to the Administrative Agent, and (B) a report
from such accountants to the effect that, in making the examination
necessary for the signing of such annual report by such accountants, they
have reviewed computations prepared by the Borrower showing compliance with
each of the financial ratios and restrictions contained in SECTION 8.2.4
and that such accountants have not become aware of any Default that has
occurred and is continuing, or, if they have become aware of such Default,
describing such Default and the steps, if any, being taken to cure it;
PROVIDED that such accountants shall not be liable by reason of any failure
to obtain knowledge of any Default that would not be disclosed in the
course of their audit examination;

(c) as soon as available and in any event within 45 days after the
end of each Fiscal Quarter, a certificate (the "COMPLIANCE CERTIFICATE"),
executed by a senior

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Authorized Officer of the Borrower, showing (in reasonable detail and with
appropriate calculations and computations in all respects satisfactory to
the Administrative Agent) compliance with the financial covenants set forth
in SECTION 8.2.4;

(d) as soon as possible and in any event within three Business Days
after the occurrence of each Default, a statement of a senior financial
Authorized Officer of the Borrower setting forth details of such Default
and the action which the Borrower has taken and proposes to take with
respect thereto;

(e) as soon as possible and in any event within three days after (x)
the occurrence of any materially adverse development with respect to any
litigation, action, proceeding, or labor controversy described in SECTION
7.7 or (y) the commencement of any labor controversy, litigation, action,
proceeding of the type described in SECTION 7.7, notice thereof and if
requested by the Required Lenders, copies of such pleadings or motions
filed or served in connection therewith as the Required Lenders may
reasonably request;

(f) promptly after the sending or filing thereof, copies of all
reports which the Borrower sends to any of its public securityholders
generally, and all reports and final registration statements (without
exhibits, unless requested by the Administrative Agent, at the request of
any Lender) which the Borrower or any of its Subsidiaries files with the
Securities and Exchange Commission or any national securities exchange
(copies of all such reports provided to the Administrative Agent that
include the information to be provided pursuant to SECTION 8.1.1(A) or
8.1.1(B) shall be deemed to satisfy the requirements of SECTION 8.1.1(A) or
8.1.1(B), as the case may be);

(g) immediately upon becoming aware of the institution of any steps
by the Borrower or any other Person to terminate any Pension Plan (other
than any voluntary termination which does not result in any liability of
the Borrower or such Person), or the failure to make a required
contribution to any Pension Plan if such failure is sufficient to give rise
to a Lien under section 302(f) of ERISA, or the taking of any action with
respect to a Pension Plan which could result in the requirement that the
Borrower furnish a bond or other security to the PBGC or such Pension Plan,
or the occurrence of any event with respect to any Pension Plan which could
result in the incurrence by the Borrower of any material liability (other
than ongoing funding obligations and PBGC premiums), fine or penalty, or
any material increase in the contingent liability of the

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Borrower with respect to any post-retirement Welfare Plan benefit, notice
thereof and copies of all documentation relating thereto; and

(h) such other information respecting the condition or operations,
financial or otherwise, of the Borrower or any of its Subsidiaries as any
Lender through the Administrative Agent may from time to time reasonably
request.

SECTION 8.1.2 COMPLIANCE WITH LAWS, ETC. The Borrower will, and will
cause each of its Subsidiaries to, comply in all material respects with all
applicable laws, rules, regulations and orders, such compliance to include
(without limitation):

(a) the maintenance and preservation of its corporate existence and
qualification as a foreign corporation; and

(b) the payment, before the same become delinquent, of all taxes,
assessments and governmental charges imposed upon it or upon its property
except to the extent being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with
GAAP shall have been set aside on its books;

where the failure to so comply with any such laws, rules, regulations, or
orders, singly or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

SECTION 8.1.3 MAINTENANCE OF PROPERTIES AND EXISTING LINES OF BUSINESS.
The Borrower will, and will cause each of its Subsidiaries to, maintain,
preserve, protect and keep its properties in good repair, working order and
condition, and make necessary and proper repairs, renewals and replacements so
that its business carried on in connection therewith may be properly conducted
at all times and, except as contemplated by the Sale Agreement, will not
discontinue any Existing Lines of Business.

SECTION 8.1.4 INSURANCE. The Borrower will, and will cause each of its
Subsidiaries to, maintain or cause to be maintained with responsible insurance
companies insurance with respect to its properties and business (including
business interruption insurance) against such casualties and contingencies and
of such types and in such amounts as is customary in the case of similar
businesses and will, upon request of the Administrative Agent, furnish to each
Lender at reasonable intervals a certificate of an Authorized Officer of the
Borrower setting forth the nature and extent of all insurance maintained by the
Borrower and its Subsidiaries in accordance with this Section.

SECTION 8.1.5 BOOKS AND RECORDS. The Borrower will, and will cause each
of its Subsidiaries to, keep books and records which accurately reflect all of
its business affairs and

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transactions and permit the Administrative Agent and each Lender or any of their
respective representatives, at reasonable times and intervals, to visit all of
its offices, to discuss its financial matters with its officers and independent
public accountant (and the Borrower hereby authorizes such independent public
accountant to discuss the Borrower's financial matters with each Lender or its
representatives whether or not any representative of the Borrower is present)
and to examine (and, at the expense of the Borrower, photocopy extracts from)
any of its books or other corporate records. The Borrower shall pay any fees of
such independent public accountant incurred in connection with the
Administrative Agent's or any Lender's exercise of its rights pursuant to this
Section.

SECTION 8.1.6 ENVIRONMENTAL COVENANT. The Borrower will, and will cause
each of its Subsidiaries to,

(a) use and operate all of its facilities and properties in material
compliance with all Environmental Laws, keep all necessary permits,
approvals, certificates, licenses and other authorizations relating to
environmental matters in effect and remain in material compliance
therewith, and handle all Hazardous Materials in material compliance with
all applicable Environmental Laws;

(b) immediately notify the Administrative Agent and provide copies
upon receipt of all written claims, complaints, notices or inquiries
relating to the condition of its facilities and properties or compliance
with Environmental Laws (other than with respect to Asbestos Litigation);
and

(c) provide such information and certifications which the
Administrative Agent may reasonably request from time to time to evidence
compliance with this SECTION 8.1.6;

except, in the case of the foregoing CLAUSE (A) or (B), with respect to
circumstances which could not reasonably be expected to have a Material Adverse
Effect.

SECTION 8.1.7 NEW SIGNIFICANT SUBSIDIARIES.

(a) Promptly after the date any Subsidiary of the Borrower (other than a
Subsidiary organized under the laws of Canada or any province, commonwealth,
territory or political subdivision thereof which is formed or acquired in
connection with the acquisition of Vytec International Corp. and Affiliates
thereof by the Borrower) becomes a Significant Subsidiary and, in any event,
within three Business Days following receipt by the Borrower from the
Administrative Agent of a security agreement substantially in the form of the
Subsidiary Security Agreements and a guaranty of the Obligations in
substantially the form of

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the Guaranty, the Borrower will cause such Subsidiary to execute and deliver
such guaranty and security agreement to the Administrative Agent; PROVIDED, that
at the request of the Borrower, assets or the assets of any Person that would
constitute Collateral if such assets were subject to a Subsidiary Security
Agreement, acquired by the Borrower in any one Approved Acquisition and securing
an aggregate amount of Indebtedness not in excess of (i) $5,000,000 with respect
to such Approved Acquisition and (ii) $10,000,000 in the aggregate at any time
for all Approved Acquisitions, shall not be subject to the Lien of such
Subsidiary Security Agreement if, after reasonable efforts, the Borrower was
unable to obtain the required consent to a junior lien in favor of the
Administrative Agent for the benefit of the Lenders from any Person holding a
Lien on such assets.

(b) Within ten days after the date such Subsidiary becomes a Significant
Subsidiary, the Borrower will cause such Subsidiary to have executed and filed
any UCC-1 financing statements furnished by the Administrative Agent in each
jurisdiction in which such filing is necessary to perfect the security interest
of the Administrative Agent in the Collateral of such Significant Subsidiary and
in which the Administrative Agent requests that such filing be made.

(c) Within sixty days after the date such Subsidiary becomes a Significant
Subsidiary, the Borrower and such Subsidiary shall have executed and delivered
to the Administrative Agent and the Administrative Agent, such other items as
reasonably requested by the Administrative Agent or the Administrative Agent in
connection with the foregoing, including, without limitation, resolutions,
incumbency and officers certificates, opinions of counsel, search reports and
other certificates and documents.

SECTION 8.2 NEGATIVE COVENANTS. The Borrower agrees with the
Administrative Agent and each Lender that, until all Commitments and the
Swingline Commitment have terminated and all Obligations have been paid and
performed in full, and all Letters of Credit have expired or are terminated, the
Borrower will comply with the obligations set forth in this SECTION 8.2.

SECTION 8.2.1 BUSINESS ACTIVITIES. The Borrower will not, and will not
permit any of its Subsidiaries to, engage in any business activity, except the
Existing Lines of Business and business activities arising from Approved
Acquisitions.

SECTION 8.2.2 INDEBTEDNESS. The Borrower will not, and will not permit
any of its Subsidiaries to, create, incur, assume or suffer to exist or
otherwise become or be liable in respect of any Indebtedness, other than,
without duplication, the following:

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(a) Indebtedness in respect of the Loans and other Obligations;

(b) Indebtedness (i) existing as of the Restatement Effective Date
which is identified in ITEM 8.2.2(B) ("ONGOING INDEBTEDNESS") of the
Disclosure Schedule or that has (ii) otherwise been specified in writing to
the Administrative Agent and the Lenders prior to the Restatement Effective
Date as being Indebtedness to be permitted under this CLAUSE (B);

(c) Indebtedness (including Capitalized Lease Liabilities) in an
aggregate principal amount not to exceed $5,000,000 at any time outstanding
which is purchase money Indebtedness incurred for the acquisition of
personal property, real property or improvements thereto, provided that
such Indebtedness is incurred at the time of such acquisition or
improvement or within thirty days thereafter;

(d) unsecured Indebtedness incurred in the ordinary course of
business with respect to open accounts extended by suppliers on normal
trade terms in connection with purchases of goods and services, but
excluding Indebtedness incurred through the borrowing of money or
Contingent Liabilities;

(e) unsecured Indebtedness of the Borrower and its Subsidiaries
(other than the Resort Subsidiaries) in an aggregate principal amount not
to exceed $5,000,000 at any time outstanding;

(f) Funded Debt of Persons acquired by the Borrower in Approved
Acquisitions which is in existence at the time of such Approved
Acquisitions and which is not incurred or created by such Persons in
connection with or in contemplation of such Approved Acquisitions;

(g) Indebtedness of the Borrower's Subsidiaries owing to the
Borrower, and unsecured Indebtedness of the Borrower owing to any of its
Subsidiaries (which, in the case of the Resort Subsidiaries shall not
exceed $5,000,000 at any time outstanding);

(h) Indebtedness of the Resort Subsidiaries in an aggregate principal
amount not to exceed (i) $40,000,000 at any time outstanding after the
Restatement Effective Date and before the date of the first anniversary of
the Restatement Effective Date, (ii) $35,000,000 at any time outstanding on
and after the date of the first anniversary of the Restatement Effective
Date and before the date of the second anniversary of the Restatement
Effective Date and (iii) $30,000,000 at any time outstanding on the date of
the second anniversary of the Restatement Effective Date and at

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all times thereafter, PROVIDED that the creditors to which such
Indebtedness is owed have no recourse to the Borrower or any Subsidiary of
the Borrower (other than the Resort Subsidiaries), or to any of their
properties or assets, for payment of such Indebtedness;

(i) Guaranteed Facility Indebtedness of the Borrower's Subsidiaries
(other than the Resort Subsidiaries) in an aggregate principal amount not
to exceed $50,000,000;

(j) Contingent Liabilities attributable to performance bonds
(including timber bonds issued for the benefit of the Borrower or any of
its Subsidiaries) not issued hereunder in an aggregate face amount
outstanding at any time not to exceed $10,000,000;

(k) Contingent Liabilities of the Borrower in respect of the
obligations of any of its Subsidiaries (other than the Resort Subsidiaries)
permitted hereunder;

(l) extensions, renewals and refinancings of Indebtedness of the
Borrower or any Subsidiary of the type referred to in CLAUSES (B), (c) and
(f) above, PROVIDED that the principal amount of such Indebtedness being
extended, renewed or refinanced does not increase above the amounts
specified in the Disclosure Schedule or other writings referred to in
CLAUSE (B), the amount referred to in CLAUSE (C) or above the amounts in
existence at the time of the applicable Approved Acquisition, as the case
may be; and

(m) Hedging Obligations of the Borrower or any of its Subsidiaries
incurred (i) to hedge Obligations or (ii) in the ordinary course of the
Borrower's or such Subsidiary's business.

PROVIDED, HOWEVER, that no Indebtedness otherwise permitted by CLAUSES (C), (e),
(f), or (i) shall be permitted to be incurred if, after giving effect to the
incurrence thereof, any Default shall have occurred and be continuing.

SECTION 8.2.3 LIENS. The Borrower will not, and will not permit any of
its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any
of its property, revenues or assets, whether now owned or hereafter acquired,
except:

(a) Liens securing payment of the Obligations, granted pursuant to
any Loan Document;

(b) Liens on the assets of the Resort Subsidiaries to secure payment
of Indebtedness permitted in CLAUSE (H) of SECTION 8.2.2 and Liens on the
assets of any Subsidiary of the Borrower to secure payment of Guaranteed
Facility

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Indebtedness of such Subsidiary permitted in CLAUSE (I) of SECTION 8.2.2;

(c) Liens granted to secure payment of Indebtedness of the type
permitted and described in CLAUSE (C) of SECTION 8.2.2 and covering only
those assets leased or acquired with the proceeds of such Indebtedness;

(d) Liens for taxes, assessments or other governmental charges or
levies not at the time delinquent or thereafter payable without penalty or
being diligently contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside
on its books;

(e) Liens imposed by law, such as carriers, warehousemen, mechanics,
lumberjacks, materialmen and landlords liens and other similar liens
incurred in the ordinary course of business for sums not more than 60 days
overdue or being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall
have been set aside on its books;

(f) Liens incurred in the ordinary course of business in connection
with worker's compensation, unemployment insurance or other forms of
governmental insurance or benefits;

(g) judgment Liens (other than judgment Liens on the Collateral) (i)
in existence less than 30 days after the entry thereof or with respect to
which execution has been stayed, or the payment of which is covered in full
by insurance maintained with responsible insurance companies which have
confirmed in writing (whether by settlement agreement or other writing)
their liability for the full amounts of such judgments, or (ii) for payment
of any order or judgment not in excess of $5,000,000 which is not stayed by
reason of pending appeal, contract or otherwise so long as no enforcement
proceedings have been commenced;

(h) Liens covering assets or the assets of Persons acquired by the
Borrower in Approved Acquisitions and which were not incurred or created in
connection with or in contemplation of such Approved Acquisitions;
PROVIDED, that if such Liens cover assets or the assets of any Person that
would constitute Collateral if such assets were subject to a Subsidiary
Security Agreement or the Security Agreement such assets shall have been
(A) acquired by the Borrower in any one Approved Acquisition and shall
secure an aggregate amount of Indebtedness not in excess of (i) $5,000,000
with respect to such Approved Acquisition and (ii) $10,000,000 in the
aggregate at any time for all Approved Acquisitions, or

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(B) acquired by the Borrower in any Approved Acquisition approved in
writing by the Majority Lenders so long as such Liens were disclosed to the
Lenders in accordance with SECTION 8.2.5 in connection with any request by
the Borrower for approval of any proposed acquisition to be financed with a
Credit Extension in excess of $50,000,000;

(i) Utility easements, rights of way, building restrictions and such
other encumbrances or charges against real property, and minor title
defects and irregularities, as are of a nature generally existing with
respect to properties of a similar character and which do not materially
detract from the value of the property subject thereto;

(j) Liens existing on the date hereof in respect of property, assets
or revenues of the Borrower or any of its Subsidiaries which are described
in ITEM 8.2.3(J) ("Ongoing Liens") of the Disclosure Schedule;

(k) Liens incurred in connection with the extension, renewal or
refinancing of the Indebtedness secured by the Liens described in CLAUSES
(c), (h), (i) and (j) above, PROVIDED that any extension, renewal or
replacement Lien shall be limited to (i) the property encumbered by the
existing Lien and (ii) to the existing amount of such Indebtedness (or, in
the case of a revolving credit, the existing commitment amount), except in
the case of CLAUSE (c) to the extent permitted by CLAUSE (c) of SECTION
8.2.2;

(l) Bankers' liens, rights of setoff and similar rights of banks and
other financial institutions;

(m) Any other consensual or nonconsensual Liens if the aggregate
amount of obligations of the Borrower or any of its Subsidiaries that is
secured by such Liens does not exceed $2,500,000 in the aggregate at any
time;

(n) Liens covering assets or the assets of Persons acquired by the
Borrower in Approved Acquisitions that are not otherwise permitted by this
SECTION 8.2.3 and that are (i) described in a schedule delivered to the
Administrative Agent no later than three Business Days following the date
such Approved Acquisition was consummated which shall set forth the names
of the debtor and secured party, the assets subject to such lien and the
principal amount of indebtedness secured by such lien; and (ii) released
and discharged and any UCC-3 or similar termination statement filed within
60 days after the date such Approved Acquisition was consummated; PROVIDED
that, if for reasons beyond the control of the Borrower and notwithstanding
its good faith efforts, the schedules, deliveries, releases,

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filings or other actions required by CLAUSES (i) or (ii) have not been made or
taken within the applicable time period, the period during which such schedules,
deliveries, releases, filings or other actions shall be made or taken shall be
extended to the date 120 days after the date such Approved Acquisition was
consummated; PROVIDED, FURTHER, that in connection with any such extension, the
Borrower shall have provided evidence of such good faith efforts reasonably
satisfactory to the Administrative Agent, if so requested by the Administrative
Agent.

(o) Deeds of trust, security agreements and other collateral
documents covering the Collateral, but junior to the Collateral Documents,
securing Hedging Obligations of the Borrower to one or more Lenders,
provided that each such Lender which is so secured shall have agreed in
writing (1) with the Administrative Agent, that such Lender will not cause
its junior collateral documents to be enforced unless the Administrative
Agent is then enforcing the Collateral Documents covering the same
Collateral, and (2) that it will permit its junior collateral documents to
be supplemented so as to secure Hedging Obligations of the Borrower owed to
other Lenders on a PARI PASSU basis with the Hedging Obligations owed to
it.

SECTION 8.2.4 FINANCIAL CONDITION. The Borrower will not permit:

(a) Consolidated Net Worth at any time to be less than the sum of (i)
$200,000,000 PLUS (ii) 50% of the cumulative amount of Consolidated Net
Income for each Fiscal Quarter (which, if less than zero for any Fiscal
Quarter, shall be deemed to be an amount equal to zero for such quarter)
ending at December 31, 1995 and thereafter;

(b) the Consolidated Interest Coverage Ratio for any period of four
consecutive Fiscal Quarters to be less than 2.50:1 calculated as of the
last day of such period; and

SECTION 8.2.5 APPROVED ACQUISITIONS AND OTHER INVESTMENTS. The Borrower
will not, and will not permit any of its Subsidiaries to make any Acquisition,
or to make, incur, assume or suffer to exist any Investment in any other Person,
except:

(a) Approved Acquisitions; PROVIDED, that the Borrower has complied
with the provisions of this SECTION 8.2.5 with respect to such Approved
Acquisitions;

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(b) Investments existing on the Restatement Effective Date and
identified in ITEM 8.2.5(b) ("Ongoing Investments") of the Disclosure
Schedule;

(c) Cash Equivalent Investments and other Investments made in
accordance with the Borrower's Cash Management Policy as in effect on the
date hereof, a copy of which is attached hereto as EXHIBIT K, as such
policy may be amended from time to time; PROVIDED that any such amendments
have been furnished to the Lenders (through the Administrative Agent) and
the Majority Lenders have not objected thereto within fifteen days of
receipt thereof;

(d) without duplication, Investments permitted as Indebtedness
pursuant to SECTION 8.2.2;

(e) without duplication, Capital Expenditures (other than Capital
Expenditures constituting an Acquisition) of the Borrower or any of its
Subsidiaries;

(f) in the ordinary course of business, Investments by the Borrower
in any of its wholly-owned Subsidiaries, or by any such Subsidiary in any
of its wholly-owned Subsidiaries, by way of contributions to capital or
loans or advances;

(g) other Investments in an aggregate amount at any one time not to
exceed $5,000,000;

(h) demand loans by the Borrower to Resort Subsidiaries, in an
aggregate amount not to exceed $30,000,000, which are incurred by such
Resort Subsidiaries for the purpose of (a) purchasing Bear Mountain Resort
in California, (b) repaying revolving credit indebtedness of such Resort
Subsidiaries or (c) paying for capital exenditures or operating expenses of
such Resort Subsidiaries, PROVIDED, that (i) such loans bear interest at an
arms-length rates which are no lower than the rates such Resort
Subsidiaries would pay to lenders which are not its Affiliates and (2) such
loans are paid in full no later than the business Day before the Commitment
Termination Date; and

(i) promissory notes executed by a purchaser in favor of a Resort
Subsidiary with respect to any loan by a Resort Subsidiary to such
purchaser for the purchase price (or part thereof) of any residential real
estate lot sold to such purchaser by the Resort Subsidiary;

PROVIDED, HOWEVER, that

(A) any Investment which when made complies with the requirements of
the definition of the term "CASH EQUIVALENT INVESTMENT" may continue to be
held notwithstanding that

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such Investment if made thereafter would not comply with such requirements;
and

(B) no Investment otherwise permitted by CLAUSE (a), (f) or (g) shall
be permitted to be made if, immediately before or after giving effect
thereto, any Default shall have occurred and be continuing.

In the event that the Borrower wishes to make any Acquisitions, the
Borrower will deliver to the Administrative Agent a written notice thereof,
containing a description in detail reasonably satisfactory to the Administrative
Agent of the businesses, Persons and assets proposed to be acquired and the
terms and conditions of such proposed Acquisition. Such notice must also
include a summary calculation of Acquired Net Operating Cash Flow prepared with
respect to such Acquisition for each of the four consecutive Fiscal Quarters
ending on the last day of the immediately preceding Fiscal Quarter, and must be
delivered not less than 45 days prior to the desired closing date of such
Acquisition in the case of an Acquisition which will be financed with Credit
Extensions in excess of $50,000,000, or within 10 days before the closing date
in the case of any other Acquisition. In the case of any Approved Acquisition
to be financed with Credit Extensions in excess of $50,000,000, such notice
shall also provide in detail satisfactory to the Administrative Agent
information relating to any Lien (other than a Lien permitted by SECTION 8.2.3)
that will not be released in connection with such Approved Acquisition and that
is in favor of any Person other than the Administrative Agent on acquired assets
that would be subject to a Subsidiary Security Agreement executed and delivered
in connection with such Approved Acquisition pursuant to SECTION 8.1.7. The
Borrower shall also deliver to the Administrative Agent such financial
statements and appraisals for the Persons, businesses or other assets which the
Borrower proposes to acquire as may be reasonably requested by the
Administrative Agent. Such notice shall be accompanied by (A) PRO FORMA
financial statements of the Borrower prepared by the Borrower demonstrating to
the reasonable satisfaction of the Required Lenders that such Acquisition will
comply with the requirements of CLAUSE (iii) of the definition of Approved
Acquisition, and (B) a certificate of a senior financial Authorized Officer of
the Borrower certifying that (subject to any necessary approvals of the Lenders)
such Acquisition will be an Approved Acquisition.

The Administrative Agent will promptly deliver copies of all materials
which it receives from the Borrower pursuant to this SECTION 8.2.5 to the
Lenders.

SECTION 8.2.6 RESTRICTED PAYMENTS, ETC. On and at all times after the
Restatement Effective Date:

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(a) the Borrower will not declare, pay or make any dividend or
distribution (in cash, property or obligations) on any shares of any class
of capital stock (now or hereafter outstanding) of the Borrower or on any
warrants, options or other rights with respect to any shares of any class
of capital stock (now or hereafter outstanding) of the Borrower (other than
dividends or distributions payable in its common stock or warrants to
purchase its common stock or splitups or reclassifications of its stock
into additional or other shares of its common stock) or apply, or permit
any of its Subsidiaries to apply, any of its funds, property or assets to
the purchase, redemption, sinking fund or other retirement of, or agree or
permit any of its Subsidiaries to purchase or redeem, any shares of any
class of capital stock (now or hereafter outstanding) of the Borrower, or
warrants, options or other rights with respect to any shares of any class
of capital stock (now or hereafter outstanding) of the Borrower
(collectively, "DISTRIBUTIONS"); and

(b) the Borrower will not, and will not permit any Subsidiary to,
make any deposit for any of the foregoing purposes;

PROVIDED, that following the Restatement Effective Date, the Borrower may make
Distributions in cash if all the following conditions are met:

(A) no Default shall have occurred and be continuing both prior to and
after giving effect to the declaration and payment of any such Distribution;

(B) the aggregate cumulative amount of Distributions made after the
Restatement Effective Date shall not exceed 50% of the cumulative amount of
Consolidated Net Income for the period after September 30, 1995;

(D) prior to payment of such Distribution, the Borrower shall deliver to
the Administrative Agent a certificate signed by a senior financial Authorized
Officer of the Borrower, certifying compliance with the foregoing CLAUSES (A)
and (B).

SECTION 8.2.7 CONSOLIDATION, MERGER, ETC. The Borrower will not, and will
not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with,
or merge into or with, any other corporation, or purchase or otherwise acquire
all or substantially all of the assets of any Person (or of any division
thereof) except (provided no Event of Default shall arise therefrom)

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(a) any Approved Acquisition which does not result in the
liquidation, dissolution, merger or consolidation of the Borrower, and

(b) (i) any such Subsidiary (other than any Resort Subsidiary) may
liquidate or dissolve voluntarily into, and may merge with and into, the
Borrower or any other Subsidiary (other than any Resort Subsidiary);
PROVIDED that, in the case of any such merger including the Borrower, the
Borrower is the surviving corporation, and (ii) the assets or stock of any
Subsidiary (other than any Resort Subsidiary) may be purchased or otherwise
acquired by the Borrower or any other Subsidiary (other than any Resort
Subsidiary).

SECTION 8.2.8 ASSET DISPOSITIONS, ETC. The Borrower will not, and will
not permit any of its Subsidiaries to, sell, transfer, lease, contribute or
otherwise convey, or grant options, warrants or other rights with respect to,
all or any substantial part of its assets (including accounts receivable and
capital stock of Subsidiaries) to any Person, other than

(a) sales of inventory in the ordinary course of the Borrower's or
its Subsidiaries' business;

(b) sales for fair market value of equipment, which is surplus, worn-
out or obsolete and no longer useful in the Borrower's operations;

(c) sales of assets not constituting Collateral hereunder, the net
book value of which, together with the net book value of all other assets
sold, transferred, leased, contributed or conveyed otherwise than in the
ordinary course of business by the Borrower or any of its Subsidiaries
pursuant to this clause since the Restatement Effective Date, does not
exceed $10,000,000;

(d) sales of properties described in Item 8.2.8(d) ("Properties Held
for Sale") of the Disclosure Schedule; and
(e) sales of residential real estate lots by Resort Subsidiaries in
the ordinary course of business.

SECTION 8.2.9 MODIFICATION OF CERTAIN AGREEMENTS. The Borrower will not
consent to any amendment, supplement, waiver or other modification of any of the
terms or provisions contained in, or applicable to, any of the Settlement
Agreements (each a "SETTLEMENT AGREEMENT MODIFICATION") if such Settlement
Agreement Modification would, or could reasonably be expected to:

(a) increase or accelerate the payment date of any amounts payable by
the Borrower or any of its Subsidiaries

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under the Settlement Agreements, or require the Borrower or any of its
Subsidiaries to pay any material amounts which would not otherwise have been
payable by them under the Settlement Agreements;

(b) reduce or delay in any material respect the payment or funding of
any amounts which the parties to the Settlement Agreements (other than the
Borrower and its Subsidiaries) are obligated to pay to or on behalf of the
Borrower or any of its Subsidiaries (including without limitation (i) the
payment of any claims, judgments, settlements or other amounts payable in
respect of asbestos or Asbestos Litigation, and (ii) the funding of any
trusts, escrows or other funding mechanisms provided for in the Settlement
Agreements);

(c) change in any material respect the "spendthrift" limitations
applicable to any payments which are to be made from any trusts, escrows or
other funds which are established or to be established pursuant to the
Settlement Agreements;

(d) modify in any way which is materially adverse to the Borrower or
any of its Subsidiaries any of the components contained in the definition
of Global Approval Judgment or Insurance Settlement Agreement Approval
Judgment as in effect on the Original Effective Date; or

(e) otherwise have a Material Adverse Effect.

To the extent reasonably practicable prior to entering into any Settlement
Agreement Modification or other modification of any of the terms, or provisions
contained in or applicable to any of the Settlement Agreements, the Borrower
will deliver to the Administrative Agent a copy thereof and, if the Borrower
believes that such Settlement Agreement Modification does not violate this
SECTION 8.2.9, a written explanation of the reason for such belief.

SECTION 8.2.10 TRANSACTIONS WITH AFFILIATES. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into, or cause, suffer or
permit to exist any arrangement or contract with any of its other Affiliates
unless such arrangement or contract is fair and equitable to the Borrower or
such Subsidiary and is an arrangement or contract of the kind which would be
entered into by a prudent Person in the position of the Borrower or such
Subsidiary with a Person which is not one of its Affiliates.

SECTION 8.2.11 NEGATIVE PLEDGES, RESTRICTIVE AGREEMENTS, ETC. The
Borrower will not, and will not permit any of its

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Subsidiaries to, enter into any agreement (excluding this Agreement and any
other Loan Document):

(a) prohibiting or restricting the creation or assumption of any Lien
on any Collateral and, at any time on and after the Collateral Release
Date, any asset that would have been subject to any Lien under the
Collateral Documents if the Collateral Release Date had not occurred and,
in either case, the proceeds thereof whether now owned or hereafter
acquired, unless the Liens under the Collateral Documents, whether or not
then existing, are expressly permitted by such agreement;

(b) restricting the ability of the Borrower or any other Obligor to
amend or otherwise modify this Agreement or any other Loan Document; or

(c) except in the case of the Resort Subsidiaries or as otherwise
approved in writing by the Required Lenders, prohibiting or restricting the
ability of any Subsidiary to make any payments, directly or indirectly, to
the Borrower by way of dividends, advances, repayments of loans or
advances, reimbursements of management and other intercompany charges,
expenses and accruals or other returns on investments, or any other
agreement or arrangement which restricts the ability of any such Subsidiary
to make any payment, directly or indirectly, to the Borrower.

SECTION 8.2.12 FISCAL YEAR OF BORROWER. The Borrower will not, and will
not permit any of its Significant Subsidiaries to, change its Fiscal Year from
that in effect on the Restatement Effective Date.

ARTICLE IX

EVENTS OF DEFAULT

SECTION 9.1 LISTING OF EVENTS OF DEFAULT. Each of the following events or
occurrences described in this SECTION 9.1 shall constitute an "EVENT OF
DEFAULT".

SECTION 9.1.1 NON-PAYMENT OF OBLIGATIONS. The Borrower shall default in
the payment or prepayment when due of any principal of any Loan or of any
Reimbursement Obligation (and such default shall continue for one Business Day),
or the Borrower shall default in the payment when due of interest on any Loan or
any Commitment Fee or Letter of Credit fee (and such default shall continue for
three Business Days) or the Borrower shall default in the payment when due of
any other Obligation (and such default shall continue for five Business Days).

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SECTION 9.1.2 BREACH OF WARRANTY. Any representation or warranty of the
Borrower or any other Obligor made or deemed to be made hereunder or in any
other Loan Document or any other writing or certificate furnished by or on
behalf of the Borrower or any other Obligor to either Co-Agent or any Lender for
the purposes of or in connection with this Agreement or any such other Loan
Document (including any certificates delivered pursuant to ARTICLE VI) is or
shall be incorrect when made in any material respect.

SECTION 9.1.3 NON-PERFORMANCE OF CERTAIN COVENANTS AND OBLIGATIONS. The
Borrower shall default in the due performance and observance of any of its
obligations under SECTION 8.2.3 (and such default shall continue for 30 days
after the occurrence thereof) or SECTION 8.2.4, 8.2.5, 8.2.6, 8.2.7, 8.2.9,
8.2.10 or 8.2.12.

SECTION 9.1.4 NON-PERFORMANCE OF OTHER COVENANTS AND OBLIGATIONS. Any
Obligor shall default in the due performance and observance of any other
agreement contained herein or in any other Loan Document, and such default shall
continue unremedied for a period of 30 days after notice thereof shall have been
given to the Borrower by the Administrative Agent or any Lender.

SECTION 9.1.5 DEFAULT ON OTHER INDEBTEDNESS OR SETTLEMENT OBLIGATIONS.

(a) A default shall occur in the payment when due (subject to any
applicable grace period), whether by acceleration or otherwise, of any
Indebtedness (other than Indebtedness described in SECTION 9.1.1) of the
Borrower or any of its Subsidiaries having a principal amount, individually
or in the aggregate, in excess of $1,000,000 (or, in the case of Hedging
Obligations, a notional principal amount of $10,000,000), or a default
shall occur in the performance or observance of any obligation or condition
with respect to such Indebtedness (i) if the effect of such default is to
accelerate the maturity of any such Indebtedness or (ii) such default shall
continue unremedied for any applicable period of time sufficient to permit
the holder or holders of such Indebtedness, or any trustee or agent for
such holders, to cause such Indebtedness to become due and payable prior to
its expressed maturity and, in the case of CLAUSE (II), such default shall
continue unremedied for a period of 30 days after the earlier of notice
having been given to the Borrower by the Administrative Agent or any Lender
or after an Authorized Officer becomes aware thereof.

(b) Any amounts which individually or in the aggregate exceed
$5,000,000, and which are or may be payable by the Borrower or any of its
Subsidiaries to any asbestos personal

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injury or death claimant pursuant to settlement agreements entered into
between the Borrower or such Subsidiary and such claimants (or their
representatives), whether under the Borrower's "Structured Settlement
Program", its "Insurance Assignment Program" or otherwise, the payment of
which has been deferred under the terms of such settlement agreements,
shall be accelerated so as to be payable by the Borrower or any of its
Subsidiaries from its own funds (other than funds from available insurance)
prior to the date to which such payments were deferred pursuant to such
settlement agreements.

SECTION 9.1.6 JUDGMENTS. Any judgment or order for the payment of money
in excess of $5,000,000 in the aggregate shall be rendered against the Borrower
or any of its Subsidiaries and either

(a) enforcement proceedings shall have been commenced by any creditor
upon such judgment or order;

(b) (except for judgments and orders in respect of Asbestos
Litigation) there shall be any period of 30 consecutive days during which a
stay of enforcement of such judgment or order, by reason of a pending
appeal, contract or otherwise, shall not be in effect; and

(c) in the case of any Asbestos Litigation during the period
following the Collateral Release Date, there shall be any period of 90
consecutive days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal, contract or otherwise, shall not be
in effect.

SECTION 9.1.7 PENSION PLANS. Any of the following events shall occur with
respect to any Pension Plan

(a) the institution of any steps by the Borrower, any member of its
Controlled Group or any other Person to terminate a Pension Plan (other
than a voluntary termination of a Pension Plan in existence, and in respect
of which the Borrower was a member of a Controlled Group, on the Original
Effective Date) if, as a result of such termination, the Borrower or any
such member could be required to make a contribution to such Pension Plan,
or could reasonably expect to incur a liability or obligation to such
Pension Plan, in excess of $1,000,000; or

(b) a contribution failure occurs with respect to any Pension Plan
sufficient to give rise to a Lien under Section 302(f) of ERISA.

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SECTION 9.1.8 CONTROL OF THE BORROWER. Any Change of Control of the
Borrower shall occur.

SECTION 9.1.9 BANKRUPTCY, INSOLVENCY, ETC. The Borrower or any of its
Subsidiaries shall

(a) become insolvent or generally fail to pay, or admit in writing
its inability or unwillingness to pay, debts as they become due;

(b) apply for, consent to, or acquiesce in, the appointment of a
trustee, receiver, sequestrator or other custodian for the Borrower or any
of its Subsidiaries or any property of any thereof, or make a general
assignment for the benefit of creditors;

(c) in the absence of such application, consent or acquiescence,
permit or suffer to exist the appointment of a trustee, receiver,
sequestrator or other custodian for the Borrower or any of its Subsidiaries
or for a substantial part of the property of any thereof, and such trustee,
receiver, sequestrator or other custodian shall not be discharged within 60
days, PROVIDED that the Borrower, hereby expressly authorizes the
Administrative Agent and each Lender to appear in any court conducting any
relevant proceeding during such 60-day period to preserve, protect and
defend their rights under the Loan Documents;

(d) permit or suffer to exist the commencement of any bankruptcy,
reorganization, debt arrangement or other case or proceeding under any
bankruptcy or insolvency law, or any dissolution, winding up or liquidation
proceeding, in respect of the Borrower or any of its Subsidiaries, and, if
any such case or proceeding is not commenced by the Borrower or such
Subsidiary, such case or proceeding shall be consented to or acquiesced in
by the Borrower or such Subsidiary or shall result in the entry of an order
for relief or shall remain for 60 days undismissed, PROVIDED that the
Borrower hereby expressly authorizes the Administrative Agent and each
Lender to appear in any court conducting any such case or proceeding during
such 60-day period to preserve, protect and defend their rights under the
Loan Documents; or

(e) take any corporate action authorizing, or in furtherance of, any
of the foregoing.

SECTION 9.1.10 IMPAIRMENT OF SECURITY, ETC. Any Loan Document, or any
Lien granted thereunder, shall (except in accordance with its terms), in whole
or in part, terminate, cease to be effective or cease to be the legally valid,
binding and enforceable obligation of any Obligor party thereto; the

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Borrower, any other Obligor or any other party shall, directly or indirectly,
contest in any manner such effectiveness, validity, binding nature or
enforceability; or any Lien securing any Obligation shall, in whole or in part,
cease to be a perfected first priority Lien, subject only to SECTION 10.10 and
to those exceptions expressly permitted by such Loan Document.

SECTION 9.1.11 ASBESTOS LITIGATION PAYMENTS. The Borrower or any of its
Subsidiaries shall be required to pay from its own funds (other than (i) from
existing reserves or (ii) funds from available insurance) any judgment or
settlement with respect to asbestos or Asbestos Litigation in an aggregate
amount after the Restatement Effective Date in excess of $5,000,000.

SECTION 9.1.12 ASBESTOS QUALIFICATION. At any time after the Collateral
Release Date, the Borrower shall receive any notice or other information from
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or any other independent public accounting firm retained
by the Borrower to audit its financial statements that a substantial likelihood
exists that the next annual audit report issued by such firm will contain an
Asbestos Qualification; PROVIDED that no Event of Default shall occur under this
SECTION 9.1.12 if within 60 days after receipt of such notice or other
information the Borrower executes and delivers to the Administrative Agent the
Collateral Documents substantially in the form in effect at the time immediately
preceding the Collateral Release Date, in each case, together with the items set
forth in Sections 6.1.5 and 6.1.6 of the Original Credit Agreement, as
applicable.

SECTION 9.2 ACTION IF BANKRUPTCY. If any Event of Default described in
CLAUSES (A) through (D) of SECTION 9.1.9 shall occur, the Commitments to make
Loans and issue Letters of Credit (but not the Lender's Commitments to
participate in outstanding Letters of Credit) and the Swingline Commitment to
make Swingline Loans, if not theretofore terminated, shall automatically
terminate and the outstanding principal amount of all outstanding Loans and all
other Obligations shall automatically be and become immediately due and payable,
without notice or demand.

SECTION 9.3 ACTION IF OTHER EVENT OF DEFAULT. If any Event of Default
(other than any Event of Default described in CLAUSES (A) through (D) of SECTION
9.1.9 shall occur for any reason, whether voluntary or involuntary, and be
continuing, the Administrative Agent, upon the direction of the Required
Lenders, shall by notice to the Borrower declare all or any portion of the
outstanding principal amount of the Loans and other Obligations to be due and
payable and/or the Commitments to make Loans and issue Letters of Credit (but
not the Commitments to participate in outstanding Letters of Credit) and the
Swingline Commitment to make Swingline Loans, if not theretofore terminated, to
be terminated, whereupon the full unpaid amount of all Loans and other
Obligations which shall be so declared due and payable

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shall be and become immediately due and payable, without further notice, demand
or presentment, and/or, as the case may be, the Commitments shall terminate.

ARTICLE X

THE ADMINISTRATIVE AGENT

SECTION 10.1 APPOINTMENT AND AUTHORIZATION. Each of the Lenders hereby
irrevocably authorizes the Administrative Agent to execute the Collateral
Documents and appoints, designates and authorizes the Administrative Agent to
take such action on its behalf under the provisions of this Agreement and each
other Loan Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Administrative Agent shall have no
duties or responsibilities, except those expressly set forth herein, nor shall
the Administrative Agent have or be deemed to have any fiduciary relationship
with any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Administrative Agent.

SECTION 10.2 DELEGATION OF DUTIES. The Administrative Agent may execute
any of its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects with reasonable care.

SECTION 10.3 LIABILITY OF ADMINISTRATIVE AGENT AND ISSUERS. None of the
Administrative Agent/Related Persons shall (i) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Agreement or
any other Loan Document (except for its own gross negligence or willful
misconduct), or (ii) be responsible in any manner to any of the Lenders for any
recital, statement, representation or warranty made by the Borrower or any
Subsidiary of the Borrower, or any officer thereof, contained in this Agreement
or in any other Loan Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Agreement or any other Loan Document, or for
the value of any Collateral or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document, or
for any failure of the Borrower or any other party to any Loan Document to
perform its obligations hereunder or thereunder. No

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Administrative Agent/Related Person shall be under any obligation to any Lender
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Borrower or any
of its Subsidiaries or Affiliates.

SECTION 10.4 RELIANCE BY ADMINISTRATIVE AGENT.

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

(b) For purposes of determining compliance with the conditions
specified in ARTICLE VI, each Lender 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 Administrative
Agent to such Lender for consent, approval, acceptance or satisfaction, or
required thereunder to be consented to or approved by or acceptable or
satisfactory to such Lender, unless an officer of the Administrative Agent
responsible for the transactions contemplated by the Loan Documents shall have
received notice from such Lender prior to the applicable Credit Extension
specifying its objection thereto and either such objection shall not have been
withdrawn by notice to the Administrative Agent to that effect or (with respect
to any Loan) such Lender shall not have made available to the Administrative
Agent such Lender's ratable portion of any Borrowing.

SECTION 10.5 NOTICE OF DEFAULT. The Administrative Agent shall be deemed
to have knowledge or notice of the occurrence of

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any 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 Lenders, unless the Administrative Agent shall have received
written notice from a Lender or the Borrower referring to this Agreement,
describing such Default and stating that such notice is a "notice of default".
In the event that the Administrative Agent receives such a notice, the
Administrative Agent will give notice thereof to the Lenders. The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be requested by the Required Lenders in accordance
with ARTICLE IX; PROVIDED, HOWEVER, that unless and until the Administrative
Agent shall have received any such request, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
subject to the provisions of SECTION 9.3, with respect to such Default or Event
of Default as it shall deem advisable or in the best interest of the Lenders.

SECTION 10.6 CREDIT DECISION. Each Lender expressly acknowledges that
none of the Administrative Agent/Related Persons has 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 Borrower and its Subsidiaries, shall
be deemed to constitute any representation or warranty by the Administrative
Agent to any Lender. Each Lender represents to the Administrative Agent that it
has, independently and without reliance upon the Administrative Agent 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 Borrower and
its Subsidiaries, and all applicable bank regulatory laws relating to the
transactions contemplated thereby, and made its own decision to enter into this
Agreement and extend credit to the Borrower hereunder. Each Lender also
represents that it will, independently and without reliance upon the
Administrative Agent and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
evaluations and decisions in taking or not taking action under this Agreement
and the other Loan Documents, and to make such investigations as it deems
necessary to inform itself as to the business, prospects, operations, property,
financial and other condition and creditworthiness of the Borrower. Except for
notices, reports and other documents expressly herein required to be furnished
to the Lenders by the Administrative Agent, the Administrative Agent shall not
have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of the Borrower which may come into the
possession of any of the Administrative Agent/Related Persons.

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SECTION 10.7 INDEMNIFICATION. The Lenders shall indemnify upon demand the
Administrative Agent/Related Persons (to the extent not reimbursed by or on
behalf of the Borrower and without limiting the obligation of the Borrower to do
so), ratably according to its respective Percentage from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses and disbursements of any kind whatsoever which may at any time
(including at any time following the termination of the Letters of Credit, the
repayment of the Loans and the termination or resignation of the Administrative
Agent) be imposed on, incurred by or asserted against any such Person in any way
relating to or arising out of this Agreement or any document contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by any such Person under or in connection with
any of the foregoing; PROVIDED, HOWEVER, that no Lender shall be liable for the
payment to the Administrative Agent/Related Persons of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting solely from such Person's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Lender shall reimburse the Administrative Agent upon demand for its ratable
share according to its respective Percentage of any reasonable costs or out-of-
pocket expenses including the fees and disbursements of legal counsel incurred
by the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Borrower. Without limiting the generality of the foregoing, if
the Internal Revenue Service or any authority of the United States or other
jurisdiction asserts a claim that Administrative Agent did not properly withhold
tax from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered, was not properly executed, or because such
Lender failed to notify 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 Lender shall indemnify Administrative Agent fully
for all amounts paid, directly or indirectly, by the Administrative Agent as tax
or otherwise, including penalties and interest, and including any taxes imposed
by any jurisdiction on the amounts payable to Administrative Agent under this
SECTION 10.7, together with all costs and out-of-pocket expenses, including the
fees and disbursements of legal counsel. The obligation of the Lenders in this
Section shall survive the payment of all Obligations hereunder.

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SECTION 10.8 ADMINISTRATIVE AGENT IN INDIVIDUAL CAPACITY. The
Administrative Agent and its Affiliates 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 Borrower and its Subsidiaries and Affiliates as
though it were not the Administrative Agent hereunder and without notice to or
consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, the Administrative Agent or its Affiliates may receive information
regarding the Borrower or its Subsidiaries or Affiliates (including information
that may be subject to confidentiality obligations in favor of the Borrower or
such Subsidiary or Affiliate) and acknowledge that the Administrative Agent
shall be under no obligation to provide such information to them. With respect
to its Loans and participation in Letters of Credit, the Administrative Agent
shall have the same rights and powers under this Agreement as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
the terms "Lender" and "Lenders" shall include the Administrative Agent in its
individual capacity.

SECTION 10.9 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign from its capacity as Administrative Agent upon 30 days' notice to the
Lenders. If the Administrative Agent shall resign as Administrative Agent under
this Agreement, the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders. If no successor Administrative Agent is
appointed prior to the effective date of the resignation of a retiring
Administrative Agent, the Administrative Agent shall appoint, after consulting
with the Lenders and the Borrower, a successor agent from among the Lenders.
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 rights, 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 X and SECTIONS 11.3 and 11.4 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. The resignation or retirement of the
Administrative Agent shall not become effective until a successor Administrative
Agent shall have accepted its appointment as such and all necessary action shall
have been completed to transfer all rights and benefits of the resigning or
retiring Administrative Agent with respect to all Collateral and the Loan
Documents to the successor Administrative Agent.

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SECTION 10.10 COLLATERAL MATTERS.

(a) The Administrative Agent is authorized on behalf of all the
Lenders, without the necessity of any notice to or further consent from the
Lenders, from time to time to take any action with respect to any Collateral or
the Collateral Documents which may be necessary to perfect and maintain
perfected the Liens upon the Collateral granted pursuant to the Collateral
Documents.

(b) The Lenders irrevocably authorize the Administrative Agent, at
its option and in its discretion, to release any Lien granted to or held by the
Administrative Agent upon any Collateral (i) upon termination of the Commitments
and payment and performance in full of all Loans then outstanding and all other
Obligations then due and payable under this Agreement and under any other Loan
Document and the expiration or termination of all Letters of Credit; or (ii)
constituting property sold or to be sold or disposed of as part of or in
connection with any disposition permitted hereunder, including SECTION 8.2.8 and
CLAUSE (C) of this SECTION 10.10. Upon request by the Administrative Agent at
any time, the Required Lenders will confirm in writing the Administrative
Agent's authority to release particular types or items of Collateral pursuant to
this CLAUSE (B) of this SECTION 10.10.

(c) The Borrower may request the Administrative Agent to release the
Collateral upon the satisfaction of all of the following conditions:

(i) no Default shall have occurred and be continuing on the date
of such notice, or shall have occurred and be continuing on the date of the
release of the Collateral, both before and after giving effect to such
release;

(ii) the representations and warranties of the Borrower set
forth in ARTICLE VII shall be true and correct on the date of such notice
and shall be true and correct on the date of the release of the Collateral,
both before and after giving effect to such release;

(iii) either a Global Approval Judgment or a Settlement
Agreement Approval Judgment shall have been issued and entered as to which
any appeal (and subsequent remand, if any) has been finally decided and no
further appeal or petition for certiorari can be taken or granted; and

(iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. shall have delivered the opinion with
respect to the December 31 audited annual consolidated financial statements
of the Borrower and its

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Subsidiaries and such opinion shall contain no Impermissible Qualification
(including, without limitation, the Asbestos Qualification).

Following such a request by the Borrower, the Administrative Agent will be
authorized to release the Collateral if the Administrative Agent and all the
Lenders, in their sole discretion based upon such certificates, documents,
opinions and other information as they may require, shall have determined to,
and instructed the Administrative Agent to release the Collateral.

(d) The Administrative Agent is hereby instructed by the Lenders to
sign all applicable agreements and other documents respecting a Collateral
release permitted hereunder. The Administrative Agent will report each release
of Collateral effected under this SECTION 10.10 to the Lenders promptly
thereafter.

SECTION 10.11 FUNDING RELIANCE, ETC. Unless the Administrative Agent
shall have been notified by telephone, confirmed in writing, by any Lender or
Bid Loan Lender by 3:00 p.m., San Francisco time, on the day prior to a
Borrowing that such Lender will not make available the amount which would
constitute its Percentage of such Borrowing on the date specified therefor, or
such Bid Loan Lender shall not make available the amount of its Bid Loan on the
date specified therefor the Administrative Agent may assume that such Lender or
Bid Loan Lender, as the case may be, has made such amount available to the
Administrative Agent and, in reliance upon such assumption, may (but shall not
be obligated to) make available to the Borrower a corresponding amount. If and
to the extent that such Lender shall not have made such amount available to the
Administrative Agent, such Lender or Bid Loan Lender, as the case may be, and
the Borrower severally agree to repay the Administrative Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date the Administrative Agent made such amount available to the
Borrower to the date such amount is repaid to the Administrative Agent, at the
interest rate applicable at the time to Loans comprising such Borrowing.

SECTION 10.12 COPIES, ETC. The Administrative Agent will give prompt
notice to each Lender of each notice or request required or permitted to be
given to the Administrative Agent by the Borrower pursuant to the terms of this
Agreement or the other Loan Documents (unless concurrently delivered to the
Lenders by the Borrower). The Administrative Agent will distribute to each
Lender each document or instrument received for its account and copies of all
other communications received by it from the Borrower for distribution to the
Lenders in accordance with the terms of this Agreement or the other Loan
Documents.

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SECTION 10.13 CO-AGENTS. None of the Lenders identified on the facing
page or signature pages of this Agreement as a "co-agent" (other than BofA in
its capacity as Administrative Agent) or "documentation co-agent" shall have any
right, power, obligation, liability, responsibility or duty under this Agreement
other than those applicable to all Lenders as such. Without limiting the
foregoing, none of the Lenders so identified as a "co-agent" (including BofA in
its capacity as Administrative Agent) or "documentation co-agent" shall have or
be deemed to have any fiduciary relationship with any Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any of the Lenders so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.1 WAIVERS, AMENDMENTS, ETC. The provisions of this Agreement
and of each other Loan Document may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing and consented to
by the Borrower and the Required Lenders; PROVIDED, HOWEVER, that no such
amendment, modification or waiver which would:

(a) modify any requirement hereunder that any particular action be
taken by all the Lenders, the Majority Lenders or by the Required Lenders
shall be effective unless consented to by each Lender;

(b) modify this SECTION 11.1 or SECTION 10.10(C), change the
definition of "REQUIRED LENDERS" or "MAJORITY LENDERS", increase any
Commitment Amount or the Percentage of any Lender, reduce any fees
described in ARTICLE III, release all or substantially all collateral
security except as otherwise specifically provided in any Loan Document or
extend any Commitment Termination Date shall be made without the consent of
each Lender and each holder of a Note;

(c) extend the due date for, or reduce the amount of, any scheduled
repayment or prepayment of principal of or interest on any Loan (or reduce
the principal amount of or rate of interest on any Loan) shall be made
without the consent of the Lender holding such Loan;

(d) affect adversely the interests, rights or obligations of any
Issuer QUA the Issuer shall be made without the consent of such Issuer;

(e) affect adversely the interests, rights or obligations of the
Administrative Agent QUA the

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Administrative Agent shall be made without consent of the Administrative
Agent; and

(f) affect adversely the interests, rights or obligations of the
Documentation Agent QUA the Documentation Agent shall be made without the
consent of the Documentation Agent.

No failure or delay on the part of the Administrative Agent, any Lender or the
holder of any Note in exercising any power or right under this Agreement or any
other Loan Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or
demand on the Borrower in any case shall entitle it to any notice or demand in
similar or other circumstances. No waiver or approval by the Administrative
Agent, any Lender or the holder of any Note under this Agreement or any other
Loan Document shall, except as may be otherwise stated in such waiver or
approval, be applicable to subsequent transactions. No waiver or approval
hereunder shall require any similar or dissimilar waiver or approval thereafter
to be granted hereunder. EACH LENDER AGREES WITH AND IN FAVOR OF EACH OTHER
LENDER (WHICH AGREEMENT SHALL NOT BE FOR THE BENEFIT OF THE BORROWER OR ANY OF
ITS SUBSIDIARIES) THAT NO OBLIGOR'S OBLIGATIONS TO SUCH LENDER UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE OR WILL BE SECURED BY ANY REAL
PROPERTY COLLATERAL NOW OR HEREAFTER ACQUIRED BY SUCH LENDER.

SECTION 11.2 NOTICES. All notices and other communications provided to
any party hereto under this Agreement or any other Loan Document shall be in
writing or by facsimile and addressed, delivered or transmitted to such party at
its address or facsimile number set forth below its signature hereto or set
forth in the Lender Assignment Agreement or at such other address or facsimile
number as may be designated by such party in a notice to the other parties. Any
notice, if mailed and properly addressed with postage prepaid or if properly
addressed and sent by pre-paid courier service, shall be deemed given when
received; any notice, if transmitted by facsimile, shall be deemed given when
transmitted and receipt thereof has been electronically confirmed.

SECTION 11.3 PAYMENT OF COSTS AND EXPENSES. The Borrower agrees to pay on
demand all reasonable expenses of the Administrative Agent (including the fees,
charges and out-of-pocket expenses of counsel (including allocated costs of
internal counsel) to the Administrative Agent and of local counsel, if any, who
may be retained by counsel to the Administrative Agent) in connection with

(a) the negotiation, preparation, execution and delivery of this
Agreement and of each other Loan Document,

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including schedules and exhibits, and any amendments, waivers, consents,
supplements or other modifications to this Agreement or any other Loan Document
as may from time to time hereafter be required, whether or not the transactions
contemplated hereby are consummated, and

(b) the filing, recording, refiling or rerecording of any deed of
trust or similar instrument or any deed of reconveyance and/or any Uniform
Commercial Code financing statements relating thereto and all amendments,
supplements and modifications to any thereof and any and all other
documents or instruments of further assurance required to be filed or
recorded or refiled or rerecorded by the terms hereof or of the Collateral
Documents,

(c) all audit (including the allocated costs of internal audit
services), search, recording, filing and similar costs, fees and expenses
incurred or sustained by the Administrative Agent or any of their
Affiliates in connection with this Agreement or the Collateral; and

(d) the preparation and review of the form of any document or
instrument relevant to this Agreement or any other Loan Document.

The Borrower further agrees to pay, and to save the Administrative Agent and the
Lenders harmless from all liability for, any stamp or other taxes which may be
payable in connection with the execution or delivery of this Agreement, the
Borrowings hereunder, the issuance of the Notes, the issuance of the Letters of
Credit, or any other Loan Documents. The Borrower also agrees to reimburse the
Administrative Agent and each Lender upon demand for all reasonable out-of-
pocket expenses (including attorneys' fees and charges and legal expenses,
including allocated costs of internal counsel)) incurred by the Administrative
Agent or such Lender in connection with (x) the negotiation of any restructuring
or "work-out", whether or not consummated, of any Loan Documents or Obligations
and (y) the enforcement of any Loan Documents or Obligations.

SECTION 11.4 INDEMNIFICATION. In consideration of the execution and
delivery of this Agreement by the Administrative Agent and each Lender and the
extension of the Commitments, the Borrower hereby agrees to indemnify, exonerate
and hold the Administrative Agent and the Issuer and each Lender and each of
their respective officers, directors, employees and agents (collectively, the
"INDEMNIFIED PARTIES") free and harmless from and against any and all actions,
causes of action, suits, losses, costs, liabilities and damages, and expenses
incurred in connection therewith (irrespective of whether any such Indemnified
Party is a party to the action for which indemnification hereunder is sought),
including reasonable

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attorneys' fees, charges and disbursements (including allocated costs of
internal counsel) (collectively, the "INDEMNIFIED LIABILITIES"), incurred by the
Indemnified Parties or any of them as a result of, or arising out of, or
relating to

(a) any transaction financed or to be financed in whole or in part,
directly or indirectly, with the proceeds of any Loan or the use of any
Letter of Credit;

(b) the entering into and performance of this Agreement and any other
Loan Document by any of the Indemnified Parties (including any action
brought by or on behalf of the Borrower as the result of any determination
by the Required Lenders pursuant to ARTICLE VI not to make any Credit
Extension);

(c) any investigation, litigation or proceeding related to any
acquisition or proposed acquisition by the Borrower or any of its
Subsidiaries of all or any portion of the stock or assets of any Person,
whether or not the Administrative Agent or such Lender is party thereto;

(d) any pending or threatened investigation, litigation or
proceeding, or any action taken by any Person, with respect to any
Environmental Claim arising out of or related to the Release by the
Borrower or any of its Subsidiaries of any Hazardous Material on the
Collateral or any other property owned, leased, occupied or used by the
Borrower or its Subsidiaries subject to any Collateral Document;

(e) the presence on or under, or the escape, seepage, leakage,
spillage, discharge, emission, discharging or releases from, any real
property owned or operated by the Borrower or any Subsidiary thereof of any
Hazardous Material (including any losses, liabilities, damages, injuries,
costs, expenses or claims asserted or arising under any Environmental Law),
regardless of whether caused by, or within the control of, the Borrower or
such Subsidiary; or

(f) any Asbestos Litigation,

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or wilful misconduct. No action taken by legal counsel chosen by the
Administrative Agent or any Lender in defending against any such investigation,
litigation or proceeding or requested remedial, removal or response action shall
vitiate or in any way impair the Borrower's obligation and duty hereunder to
indemnify and hold harmless the Administrative Agent and each Lender. In no
event shall any site visit, observation, or testing by the

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Administrative Agent or any Lender be deemed a representation or warranty that
Hazardous Materials are or are not present in, on, or under the site, or that
there has been or shall be compliance with any Environmental Law. Neither the
Borrower nor any other Person is entitled to rely on any site visit,
observation, or testing by either Co-Agent or any Lender. Neither the
Administrative Agent nor any Lender owes any duty of care to protect the
Borrower or any other Person against, or to inform the Borrower or any other
party of, any Hazardous Materials or any other adverse condition affecting any
site or Property. Neither the Administrative Agent nor any Lender shall be
obligated to disclose to the Borrower or any other Person any report or findings
made as a result of, or in connection with, any site visit, observation, or
testing by either Co-Agent or any Lender. If and to the extent that the
foregoing undertaking may be unenforceable for any reason, the Borrower hereby
agrees to make the maximum contribution to the payment and satisfaction of each
of the Indemnified Liabilities which is permissible under applicable law.

SECTION 11.5 SURVIVAL. The obligations of the Borrower under SECTIONS
5.3, 5.4, 5.5, 5.6, 5.11, 11.3 and 11.4, and the obligations of the Lenders
under SECTION 10.1, shall in each case survive any termination of this
Agreement, the payment in full of all Obligations and the termination of all
Commitments. The representations and warranties made by each Obligor in this
Agreement and in each other Loan Document shall survive the execution and
delivery of this Agreement and each such other Loan Document.

SECTION 11.6 SEVERABILITY. Any provision of this Agreement or any other
Loan Document which is prohibited or unenforceable in any jurisdiction shall, as
to such provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or such Loan Document or affecting the validity or enforceability
of such provision in any other jurisdiction.

SECTION 11.7 HEADINGS. The various headings of this Agreement and of each
other Loan Document are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or such other Loan Document or any
provisions hereof or thereof.

SECTION 11.8 EXECUTION IN COUNTERPARTS, EFFECTIVENESS, ETC. This
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be executed by the Borrower, the Administrative Agent and the
Documentation Agent and be deemed to be an original and all of which shall
constitute together but one and the same agreement.

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SECTION 11.9 GOVERNING LAW; ENTIRE AGREEMENT. THIS AGREEMENT, THE NOTES
AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, PROVIDED THAT THE
ADMINISTRATIVE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW. This Agreement, the Notes and the other Loan Documents constitute
the entire understanding among the parties hereto with respect to the subject
matter hereof and supersede any prior agreements, written or oral, with respect
thereto.

SECTION 11.10 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; PROVIDED, HOWEVER, that:

(a) the Borrower may not assign or transfer its rights or obligations
hereunder without the prior written consent of the Administrative Agent and
all Lenders; and

(b) the rights of sale, assignment and transfer of the Lenders are
subject to SECTION 11.11.

SECTION 11.11 SALE AND TRANSFER OF LOANS AND NOTES; PARTICIPATIONS IN
LOANS AND NOTES. Each Lender may assign, or sell participations in, its Loans
and Commitments to one or more other Persons in accordance with this SECTION
11.11.

SECTION 11.11.1 ASSIGNMENTS. Any Lender,

(a) with the written consents of the Borrower (except that no consent
of the Borrower shall be required after the occurrence and during the
continuance of a Default), the Administrative Agent, and any Issuer (which
consents shall not be unreasonably delayed or withheld and which consent,
in the case of the Borrower, shall be deemed to have been given in the
absence of a written notice delivered by the Borrower to the Administrative
Agent, on or before the fifth Business Day after receipt by the Borrower of
such Lender's request for consent, stating, in reasonable detail, the
reasons why the Borrower proposes to withhold such consent) may at any time
assign and delegate to one or more commercial banks or other financial
institutions, and

(b) with notice to the Borrower and the Administrative Agent, but
without the consent of the Borrower or the Administrative Agent, may assign
and delegate to any of its Affiliates or to any other Lender

(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "ASSIGNEE LENDER"), (x) all or any fraction of such Lender's total Loans
and Commitments,

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or (y) in the case of the Swingline Lender, all of its Swingline Loans and
Swingline Commitment (which assignment and delegation shall be of a constant,
and not a varying, percentage of all the assigning Lender's Loans (other than
Bid Loans) and Commitments and, in connection with any assignment by BofA, its
Swingline Commitment and Swingline Loans may be in whole but not in part
included as part of the assignment transaction) in a minimum aggregate amount of
$10,000,000; PROVIDED, HOWEVER, that any such Assignee Lender will comply, if
applicable, with the provisions contained in SECTION 5.12 and in the last
sentence of SECTION 5.6 and FURTHER, PROVIDED, HOWEVER, that, the Borrower, each
other Obligor and the Administrative Agent shall be entitled to continue to deal
solely and directly with such Lender in connection with the interests so
assigned and delegated to an Assignee Lender until

(c) written notice of such assignment and delegation, together with
payment instructions, addresses and related information with respect to
such Assignee Lender, shall have been given to the Borrower, the
Administrative Agent and any Issuer by such Lender and such Assignee
Lender,

(d) such Assignee Lender shall have executed and delivered to the
Borrower, the Administrative Agent and any Issuer a Lender Assignment
Agreement, accepted by the Administrative Agent, and

(e) the processing fees described below shall have been paid.

From and after the date that the Administrative Agent accepts such Lender
Assignment Agreement, (x) the Assignee Lender thereunder shall be deemed
automatically to have become a party hereto and to the extent that rights and
obligations hereunder have been assigned and delegated to such Assignee Lender
in connection with such Lender Assignment Agreement, shall have the rights and
obligations of a Lender hereunder and under the other Loan Documents, and (y)
the assignor Lender, to the extent that rights and obligations hereunder have
been assigned and delegated by it in connection with such Lender Assignment
Agreement, shall be released from its obligations hereunder and under the other
Loan Documents. If requested as provided in SECTION 2.9, within five Business
Days after its receipt of notice that the Administrative Agent has received an
executed Lender Assignment Agreement, the Borrower shall execute and deliver to
the Administrative Agent (for delivery to the relevant Assignee Lender) a new
Note evidencing such Assignee Lender's assigned Loans and Commitment or
Swingline Commitment, as the case may be, and, if the assignor Lender has
retained Loans and a portion of its Commitment hereunder, a replacement Note in
the principal amount of the Loans and Commitment retained by the assignor Lender
hereunder (such Note to be in exchange for, but not in

-109-

payment of, the Note then held by such assignor Lender). Each such Note shall
be dated the date of the predecessor Note. Following receipt of the replacement
Note and the new Note by the Assigning Lender and the Assignee Lenders, the
assignor Lender shall ▇▇▇▇ the predecessor Note "exchanged" and deliver it to
the Borrower. Accrued interest on that part of the predecessor Note evidenced
by the new Note, and accrued fees, shall be paid as provided in the Lender
Assignment Agreement. Accrued interest on that part of the predecessor Note
evidenced by the replacement Note shall be paid to the assignor Lender. Accrued
interest and accrued fees shall be paid at the same time or times provided in
the predecessor Note and in this Agreement. Such assignor Lender or such
Assignee Lender must also pay a processing fee to the Administrative Agent upon
delivery of any Lender Assignment Agreement in the amount of $2,000.

SECTION 11.11.2 PARTICIPATIONS. Any Lender may at any time sell to one or
more commercial banks or other Persons (each of such commercial banks and other
Persons being herein called a "PARTICIPANT") participating interests (or a sub-
participating interest, in the case of a Lender's participating interest in a
Letter of Credit) in any of the Loans (including its Bid Loans), Commitment, or
other interests of such Lender hereunder; PROVIDED, HOWEVER, that

(a) no participation or sub-participation contemplated in this
SECTION 11.11 shall relieve such Lender from its Commitment or Swingline
Commitment, as the case may be, or its other obligations hereunder or under
any other Loan Document,

(b) such Lender shall remain solely responsible for the performance
of its Commitment and such other obligations,

(c) the Borrower and each other Obligor and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection
with such Lender's rights and obligations under this Agreement and each of
the other Loan Documents,

(d) no Participant, unless such Participant is an Affiliate of such
Lender, or is itself a Lender, shall be entitled to require such Lender to
take or refrain from taking any action hereunder or under any other Loan
Document, except that such Lender may agree with any Participant that such
Lender will not, without such Participant's consent, take any actions of
the type described in CLAUSE (b) or (c) of SECTION 11.1, and

(e) the Borrower shall not be required to pay any amount under
SECTION 5.6 that is greater than the amount

-110-

which it would have been required to pay had no participating interest been
sold.

The Borrower acknowledges and agrees that each Participant, for purposes of
SECTIONS 5.3, 5.4, 5.5, 5.6, 5.8, 5.9, 11.3 and 11.4, shall be considered a
Lender.

SECTION 11.12 OTHER TRANSACTIONS. Nothing contained herein shall preclude
the Administrative Agent or any other Lender from engaging in any transaction,
in addition to those contemplated by this Agreement or any other Loan Document,
with the Borrower or any of its Affiliates in which the Borrower or such
Affiliate is not restricted hereby from engaging with any other Person.

SECTION 11.13 FORUM SELECTION AND CONSENT TO JURISDICTION.

(A) ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
THE ADMINISTRATIVE AGENT, THE LENDERS OR THE BORROWER SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF CALIFORNIA OR IN THE UNITED
STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA; PROVIDED,
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER
PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF
ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE
BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE
COURTS OF THE STATE OF CALIFORNIA AND OF THE UNITED STATES DISTRICT COURT FOR
THE NORTHERN DISTRICT OF CALIFORNIA FOR THE PURPOSE OF ANY SUCH LITIGATION AS
SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH SUCH LITIGATION. THE BORROWER FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF CALIFORNIA.

(B) THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE
TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED
TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN
AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE
BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

-111-

SECTION 11.14 WAIVER OF JURY TRIAL.

THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY 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 OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
THE ADMINISTRATIVE AGENT, THE LENDERS OR THE BORROWER. THE BORROWER
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO
WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH
OTHER LOAN DOCUMENT.

SECTION 11.15 CONFIDENTIALITY.

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

-112-

hereunder, and (H) as to the Administrative Agent or any Lender, as expressly
permitted under the terms of any other document or agreement regarding
confidentiality to which the Borrower is party or is deemed party with the
Administrative Agent or such Lender.

SECTION 11.16 TRANSITION PROVISIONS. (a) On the Restatement Effective
Date, the Company agrees to pay to the Agent for the benefit of the Lenders (as
defined in the Original Credit Agreement), all Commitment Fees, fees with
respect to Letters of Credit and other amounts which have accrued and remain
unpaid pursuant to the Original Credit Agreement as of the Restatement Effective
Date.

(b) Concurrently with the effectiveness of this Agreement, the
Philadelphia National Bank (formerly known as Corestates Bank N.A.) shall cease
to be a "Lender" under and for all purposes of this Agreement and shall no
longer have any rights or obligations hereunder, except for (i) rights to
receive payment of indemnities, reimbursements and other similar obligations and
(ii) obligations to indemnify, reimburse or make payment to the Agent, any
Lender or the Company with respect to actions, failures to act, conditions,
circumstances or events, in either case on or prior to the Restatement Effective
Date.

-113-

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

FIBREBOARD CORPORATION

By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Title: Vice President and Controller

Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇

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

By /s/ ▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Title: Vice President

Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇ ▇▇▇▇▇▇▇

LENDERS
-------

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION

By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Title: Managing Director

Domestic
Office: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇

Eurodollar
Office: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇
Account Administrator

ABN AMRO BANK N.V.

By/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Title: Vice President Corp. Banking Officer

Domestic
Office: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
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Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

Eurodollar
Office: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

NATIONSBANK N.A.,
as Documentation Co-Agent and Lender

By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------------------
Title: Vice President

Domestic
Office: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

Eurodollar
Office: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

FIRST INTERSTATE BANK OF CALIFORNIA

By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Title: Vice President Vice President

Domestic
Office: ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Eurodollar
Office: ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION

By /s/ ▇▇▇ ▇▇▇▇▇▇
-------------------------------------------
Title: Vice President

Domestic
Office: Mid-Valley RCBO
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇ ▇▇▇▇▇▇

Eurodollar
Office: Mid-Valley RCBO
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇ ▇▇▇▇▇▇

THE BANK OF NOVA SCOTIA

By /s/ Maarten Van Otterloo
------------------------------------------
Title: Officer

Domestic
Office: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇

Attention: Maarten Van Otterloo

Eurodollar
Office: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇

Attention: Maarten Van Otterloo

SANWA BANK CALIFORNIA

By /s/ ▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Title: Vice President

Domestic
Office: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇ ▇▇▇▇▇▇▇

Eurodollar
Office: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇ ▇▇▇▇▇▇▇

EXHIBIT 10.36 U.S. $125,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 4, 1995,

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