{"id":42405,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/joint-venture-agreement-georgia-pacific-corp-chesapeake.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"joint-venture-agreement-georgia-pacific-corp-chesapeake","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/joint-venture-agreement-georgia-pacific-corp-chesapeake.html","title":{"rendered":"Joint Venture Agreement &#8211; Georgia-Pacific Corp., Chesapeake Corp., Wisconsin Tissue Mills Inc. and Georgia-Pacific Tissue LLC"},"content":{"rendered":"<pre>                             JOINT VENTURE AGREEMENT\n\n\n                                      AMONG\n\n\n                          GEORGIA-PACIFIC CORPORATION,\n\n\n                             CHESAPEAKE CORPORATION,\n\n\n                        WISCONSIN TISSUE MILLS INC., AND\n\n\n                           GEORGIA-PACIFIC TISSUE, LLC\n\n\n                           DATED AS OF OCTOBER 4, 1999\n\n\n\n\n\n\n                            TABLE OF CONTENTS\n\n\n\nARTICLE I ORGANIZATION OF THE COMPANY.......................................1\n\n   1.1 FORMATION OF THE COMPANY.............................................1\n\nARTICLE II CONTRIBUTION OF THE BUSINESSES...................................2\n\n   2.1 CONTRIBUTION OF ASSETS; ASSUMPTION OF LIABILITIES....................2\n   2.2 RETAINED G-P ASSETS AND LIABILITIES..................................3\n   2.3 RETAINED WISCO ASSETS AND LIABILITIES................................3\n   2.4 CLOSING OF TRANSACTION...............................................3\n   2.5 POST-CLOSING ADJUSTMENT..............................................6\n   2.6 TRANSFER TAXES AND RECORDING FEES....................................9\n   2.7 REQUIRED CONSENTS....................................................9\n   2.8 OWNERSHIP OF THE COMPANY; SPECIAL DISTRIBUTION......................10\n\nARTICLE III REPRESENTATIONS AND WARRANTIES OF CSK PARTIES..................10\n\n   3.1 ORGANIZATION AND QUALIFICATION......................................11\n   3.2 CORPORATE AUTHORIZATION.............................................11\n   3.3 CONSENTS AND APPROVALS..............................................11\n   3.4 NON-CONTRAVENTION...................................................11\n   3.5 BINDING EFFECT......................................................12\n   3.6 FINANCIAL STATEMENTS: ABSENCE OF CERTAIN CHANGES....................12\n   3.7 LITIGATION AND CLAIMS...............................................13\n   3.8 TAXES...............................................................13\n   3.9 EMPLOYEES, PENSION AND OTHER BENEFIT PLANS..........................14\n   3.10 COMPLIANCE WITH LAWS...............................................17\n   3.11 ENVIRONMENTAL MATTERS..............................................17\n   3.12 INTELLECTUAL PROPERTY..............................................18\n   3.13 LABOR MATTERS......................................................19\n   3.14 CONTRACTS..........................................................20\n   3.15 REAL ESTATE LEASES.................................................21\n   3.16 ENTIRE BUSINESS; TITLE TO PROPERTY.................................21\n   3.17 FINDER'S FEES......................................................22\n   3.18 INSURANCE..........................................................22\n   3.19 NO UNDISCLOSED LIABILITIES.........................................22\n   3.20 NO MATERIAL ADVERSE CHANGE.........................................23\n   3.21 INDEBTEDNESS FOR BORROWED MONEY....................................24\n   3.22 KNOWLEDGE AS OF CLOSING DATE.......................................24\n   3.23 NO OTHER REPRESENTATIONS OR WARRANTIES.............................24\n\nARTICLE IV REPRESENTATIONS AND WARRANTIES OF G-P...........................25\n\n   4.1 ORGANIZATION AND QUALIFICATION......................................25\n   4.2 CORPORATE AUTHORIZATION.............................................25\n\n\n   4.3 CONSENTS AND APPROVALS..............................................25\n   4.4 NON-CONTRAVENTION...................................................25\n   4.5 BINDING EFFECT......................................................26\n   4.6 FINANCIAL STATEMENTS: ABSENCE OF CERTAIN CHANGES....................26\n   4.7 LITIGATION AND CLAIMS...............................................27\n   4.8 TAXES...............................................................27\n   4.9 EMPLOYEES, PENSION AND OTHER BENEFIT PLANS..........................28\n   4.10 COMPLIANCE WITH LAWS...............................................30\n   4.11 ENVIRONMENTAL MATTERS..............................................30\n   4.12 INTELLECTUAL PROPERTY..............................................31\n   4.13 LABOR MATTERS......................................................31\n   4.14 CONTRACTS..........................................................32\n   4.15 REAL ESTATE LEASES.................................................33\n   4.16 ENTIRE BUSINESS; TITLE TO PROPERTY.................................33\n   4.17 FINDER'S FEES......................................................33\n   4.18 INSURANCE..........................................................33\n   4.19 NO UNDISCLOSED LIABILITIES.........................................34\n   4.20 NO MATERIAL ADVERSE CHANGE.........................................34\n   4.21 INDEBTEDNESS FOR BORROWED MONEY....................................36\n   4.22 KNOWLEDGE AS OF CLOSING DATE.......................................36\n   4.23 ORGANIZATION OF COMPANY............................................36\n   4.24 AUTHORIZATION OF COMPANY...........................................36\n   4.25 ACTIVITIES OF COMPANY..............................................36\n   4.26 NO OTHER REPRESENTATIONS OR WARRANTIES.............................36\n\nARTICLE V COVENANTS........................................................36\n\n   5.1 COVENANTS REGARDING EMPLOYEES.......................................36\n   5.2 COMPLIANCE WITH WARN AND SIMILAR LAWS...............................37\n   5.3 FURTHER ASSURANCES..................................................37\n   5.4 USE OF G-P INTELLECTUAL PROPERTY AND CSK MARKS......................37\n   5.5 CERTAIN MATTERS RELATED TO RETAINED AND ASSUMED LIABILITIES.........37\n   5.6 INTERCOMPANY AGREEMENTS.............................................37\n   5.7 RECORDS AND RETENTION AND ACCESS....................................38\n   5.8 INSURANCE...........................................................38\n   5.9 SPECIAL CSK RETAINED LIABILITY......................................39\n   5.10 PREPARATION OF REGISTRATION STATEMENT..............................39\n   5.11 USE OF WISCO NAME..................................................39\n   5.12 PRORATION OF CERTAIN CHARGES.......................................39\n\nARTICLE VI CONDITIONS TO CLOSING...........................................40\n\n   [Intentionally Deleted].................................................40\n\nARTICLE VII SURVIVAL; INDEMNIFICATION......................................40\n\n   7.1 SURVIVAL............................................................40\n   7.2 INDEMNIFICATION BY G-P..............................................40\n   7.3 INDEMNIFICATION BY CSK..............................................41\n   7.4 INDEMNIFICATION BY THE COMPANY......................................42\n   7.5 INDEMNIFICATION PROCEDURES..........................................42\n   7.6 ACKNOWLEDGMENT REGARDING ENVIRONMENTAL LIABILITIES..................44\n   7.7 CHARACTERIZATION OF INDEMNIFICATION PAYMENTS........................44\n\n\nARTICLE VIII TAX COVENANTS.................................................45\n\n   8.1 LIABILITY FOR TAXES.................................................45\n   8.2 PREPARATION OF TAX RETURNS..........................................46\n   8.3 AMENDED TAX RETURNS.................................................48\n   8.4 CARRY BACKS AND CARRY FORWARDS......................................48\n   8.5 ADDITIONAL TAX MATTERS..............................................49\n   8.6 TAX CONTROVERSIES; COOPERATION......................................50\n\nARTICLE IX TERMINATION.....................................................51\n\n   [Intentionally Deleted].................................................51\n\nARTICLE X MISCELLANEOUS....................................................51\n\n   10.1 NOTICES............................................................51\n   10.2 AMENDMENT; WAIVER..................................................52\n   10.3 ASSIGNMENT.........................................................52\n   10.4 ENTIRE AGREEMENT...................................................52\n   10.5 FULFILLMENT OF OBLIGATIONS.........................................52\n   10.6 PARTIES IN INTEREST................................................52\n   10.7 PUBLIC DISCLOSURE..................................................53\n   10.8 EXPENSES...........................................................53\n   10.9 SCHEDULES..........................................................53\n   10.10 BULK TRANSFER LAWS................................................53\n   10.11 GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM.....53\n   10.12 COUNTERPARTS......................................................53\n   10.13 HEADINGS..........................................................53\n   10.14 SEVERABILITY......................................................54\n   10.15 INJUNCTIVE RELIEF.................................................54\n\nARTICLE XI DEFINITIONS AND TERMS...........................................54\n\n   11.1 SPECIFIC DEFINITIONS...............................................54\n   11.2 OTHER TERMS........................................................70\n   11.3 OTHER DEFINITIONAL PROVISIONS......................................70\n\n\n\n                             JOINT VENTURE AGREEMENT\n\n\n         This JOINT VENTURE AGREEMENT (the \"Agreement\") dated as of October 4,\n1999, among Chesapeake Corporation, a Virginia corporation (\"CSK\"), Wisconsin\nTissue Mills Inc., a Delaware corporation and a wholly owned subsidiary of CSK\n(\"WISCO\"), Georgia-Pacific Corporation, a Georgia corporation (\"G-P\"), and\nGeorgia-Pacific Tissue, LLC, a Delaware limited liability company (the\n\"Company\").\n\n                             PRELIMINARY STATEMENTS\n\n         WHEREAS, G-P is engaged, in part, in the business of producing,\nselling, licensing and manufacturing tissue products for the \"away from home\"\nmarkets and certain related products (the \"Commercial Tissue Business\");\n\n         WHEREAS, G-P has determined that it will contribute certain assets and\nliabilities of its Commercial Tissue Business to the Company;\n\n         WHEREAS, WISCO is engaged in the Commercial Tissue Business through\nWISCO and its Contributed Subsidiaries (the \"WISCO Business\"); and\n\n         WHEREAS, G-P and CSK have determined that it is in the best interests\nof their respective shareholders to engage in the Commercial Tissue Business\nthrough a joint venture.\n\n         NOW, THEREFORE, G-P, the CSK Parties and the Company agree as follows:\n\n\n                                    ARTICLE I\n                           ORGANIZATION OF THE COMPANY\n\n1.1      FORMATION OF THE COMPANY. G-P has caused each of the following to\n         occur:\n\n\n         (a)      ORGANIZATION OF THE COMPANY. The Company is organized as a\n                  limited liability company under the laws of the State of\n                  Delaware.\n\n         (b)      ORGANIZATIONAL DOCUMENTS. The Company's Certificate of\n                  Formation was filed with the Secretary of State of Delaware, a\n                  copy of which is set forth as Exhibit 1.1A hereto.\n\n\n                                   ARTICLE II\n                         CONTRIBUTION OF THE BUSINESSES\n\n\n                                       1\n\n\n\n2.1      CONTRIBUTION OF ASSETS; ASSUMPTION OF LIABILITIES. On the terms and\n         subject to the conditions set forth herein and in the Ancillary\n         Agreements, at the Closing the parties shall take the following\n         actions, which shall be deemed to take place simultaneously with the\n         execution of this Agreement as part of the Closing:\n\n         (a)      WISCO CONTRIBUTION; ASSUMPTION OF LIABILITIES. (i) WISCO shall\n                  contribute, convey, transfer, assign and deliver to the\n                  Company, and the Company shall accept and acquire from WISCO,\n                  all right, title and interest of the CSK Parties in and to the\n                  WISCO Contributed Assets, free and clear of all Encumbrances\n                  (other than Permitted Encumbrances); and (ii) WISCO shall\n                  assign to the Company and the Company shall assume and agree\n                  to pay, honor, discharge and perform the WISCO Assumed\n                  Liabilities. The parties agree that the WISCO Assumed\n                  Liabilities are intended to be, and the parties shall treat\n                  them as, \"qualified liabilities\" under Section 1.707-5(a)(6)\n                  of the Treasury Regulations unless different treatment is\n                  required under applicable law.\n\n         (b)      BORROWING BY THE COMPANY; SPECIAL DISTRIBUTION. The Company\n                  will incur the Company Debt in such amounts and on such terms\n                  as set forth on Exhibit 2.8A and will use the net proceeds of\n                  the Company Debt solely (after deducting borrowing expenses\n                  consisting of legal fees, accounting fees, printing fees,\n                  filing fees and underwriting fees, not to exceed $8 million,\n                  including refinancings and replacements thereof) to fund the\n                  Special Distribution to WISCO in the amount of $755,200,000\n                  which shall be declared and paid to WISCO immediately after\n                  the contribution of the WISCO Contributed Assets in accordance\n                  with Section 2.8 hereof. The parties agree that Company Debt\n                  (other than amounts borrowed and used to pay expenses incurred\n                  in connection with the related borrowing expenses) is\n                  allocable to, and shall be allocated to, WISCO under Sections\n                  1.752-2 and 1.707-5(b) of the Treasury Regulations.\n\n         (c)      G-P CONTRIBUTION; ASSUMPTION OF LIABILITIES. (i) G-P shall\n                  contribute, convey, transfer, assign and deliver to the\n                  Company, and the Company shall accept and acquire from G-P,\n                  all right, title and interest of G-P in and to the G-P\n                  Contributed Assets, free and clear of all Encumbrances (other\n                  than Permitted Encumbrances); and (ii) G-P shall assign to the\n                  Company and the Company shall assume and agree to pay, honor,\n                  discharge and perform the G-P Assumed Liabilities. The parties\n                  agree that the G-P Assumed Liabilities are intended to be, and\n                  the parties shall treat them as, \"qualified liabilities\" under\n                  Section 1.707-5(a)(6) of the Treasury Regulations unless\n                  different treatment is required under applicable law.\n\n         (d)      ISSUANCE OF UNITS. The Company will issue to WISCO and G-P the\n                  number of Units, evidencing their respective equity interests\n                  in the Company, in accordance with Section 2.8(b) hereof.\n\n                                       2\n\n\n         (e)      OPERATING AGREEMENT. G-P and WISCO shall enter into an\n                  Operating Agreement, substantially in the form of Exhibit 2.1E\n                  hereto, the terms of which shall govern the management and\n                  operations of the Company.\n\n\n2.2      RETAINED G-P ASSETS AND LIABILITIES. Notwithstanding anything herein to\n         the contrary, (i) from and after the Closing each of G-P and its\n         Affiliates shall retain all of its direct or indirect right, title and\n         interest in and to, and there shall be excluded from the sale,\n         conveyance, assignment or transfer to the Company hereunder, the G-P\n         Retained Assets and the G-P Retained Liabilities, and (ii) the G-P\n         Retained Liabilities shall not be assumed by the Company hereunder.\n\n2.3      RETAINED WISCO ASSETS AND LIABILITIES. Notwithstanding anything herein\n         to the contrary, (i) from and after the Closing each of the CSK Parties\n         and their Affiliates shall retain all of its direct or indirect right,\n         title and interest in and to, and there shall be excluded from the\n         sale, conveyance, assignment or transfer to the Company hereunder, the\n         WISCO Retained Assets and the WISCO Retained Liabilities, and (ii) the\n         WISCO Retained Liabilities shall not be assumed by the Company\n         hereunder.\n\n2.4      CLOSING OF TRANSACTION. The Closing of the transactions contemplated by\n         this Agreement shall take place at the offices of G-P at 10:00 a.m.\n         (Atlanta time), on October 4, 1999, or at such other time and place as\n         the parties hereto may mutually agree. The date on which the Closing\n         occurs is called the \"Closing Date.\" The Closing shall be deemed\n         effective at 12:01 a.m. (Atlanta time), on October 3, 1999 (the\n         \"Effective Time\"). To effect the steps set forth in Section 2.1 hereof,\n         the parties shall execute and deliver to each other and to third\n         parties, as appropriate, all documents reasonably necessary to effect\n         the Closing. Without limiting the generality of the foregoing,\n\n\n         (a)      CSK PARTIES' DELIVERIES. The appropriate CSK Parties shall\n                  execute and deliver:\n\n                  (i)      to the Company, limited warranty deeds, in form and\n                           substance reasonably acceptable to G-P, transferring\n                           all WISCO Owned Real Property to the Company;\n\n                  (ii)     to the Company, assignments, or where necessary\n                           subleases, in form and substance reasonably\n                           acceptable to G-P, assigning or subleasing to the\n                           Company all WISCO Real Property Leases;\n\n                  (iii)    to the Company, assignments, in form and substance\n                           reasonably acceptable to G-P, assigning to the\n                           Company all WISCO Intellectual Property;\n\n                                       3\n\n\n\n                  (iv)     to the Company, bills of sale, certificates of title,\n                           assignments, and all other instruments of transfer,\n                           in form and substance reasonably acceptable to G-P,\n                           transferring to the Company all WISCO Contributed\n                           Assets other than the WISCO Real Property or the\n                           WISCO Intellectual Property which are being\n                           transferred to the Company pursuant to the conveyance\n                           documents described in clauses (i) - (iii) above;\n\n                  (v)      to the Company, such instruments of assumption and\n                           other instruments or documents, in form and substance\n                           reasonably acceptable to G-P, as may be necessary to\n                           effect assignment of the WISCO Assumed Liabilities to\n                           the Company;\n\n                  (vi)     to the Company or G-P, as appropriate, a duly\n                           executed copy of each of the Ancillary Agreements to\n                           which any CSK Party is a party;\n\n                  (vii)    to G-P and the Company, the opinion of Hunton &amp; Williams, counsel to the CSK Parties, substantially\n                           in the form of Exhibit 2.4A(vii) hereto;\n\n                  (viii)   to the Company, evidence reasonably satisfactory to\n                           G-P that all Encumbrances other than Permitted\n                           Encumbrances on any of the WISCO Contributed Assets\n                           have been released;\n\n                  (ix)     to the Company, stock certificates or other evidence\n                           of ownership of each of the Contributed Subsidiaries,\n                           in each case duly endorsed for transfer to the\n                           Company;\n\n                  (x)      to G-P and the Company from WISCO, a duly executed\n                           Operating Agreement;\n\n                  (xi)     to G-P, the WISCO Debt Indemnity;\n\n                  (xii)    to G-P, current title reports for all WISCO owned\n                           Real Property;\n\n                  (xiii)   to G-P, evidence that all officers (other than\n                           officers of WMex) and directors of the WISCO\n                           Contributed Subsidiaries have resigned, effective as\n                           of the Closing, except as G-P shall otherwise\n                           request; and\n\n                  (xiv)    to G-P and\/or the Company, as appropriate, such other\n                           instruments or documents, in form and substance\n                           reasonably acceptable to G-P, as may be necessary to\n                           effect the Closing and the contribution of the WISCO\n                           Contributed Assets in accordance with this Agreement.\n\n                                       4\n\n\n\n             (b)           G-P DELIVERIES.  G-P shall execute and deliver:\n\n                           (i)      to the Company, limited warranty deeds, in\n                                    form and substance reasonably acceptable to\n                                    WISCO, transferring all G-P Owned Real\n                                    Property to the Company;\n\n                           (ii)     to the Company, assignments, or where\n                                    necessary subleases, in form and substance\n                                    reasonably acceptable to WISCO, assigning or\n                                    subleasing to the Company all G-P Real\n                                    Property Leases;\n\n                           (iii)    to the Company, a royalty free license,\n                                    substantially in the form set forth in\n                                    Schedule 5.4, licensing to the Company the\n                                    G-P Intellectual Property;\n\n                           (iv)     to the Company, bills of sale, certificates\n                                    of title, assignments, and all other\n                                    instruments of transfer, in form and\n                                    substance reasonably acceptable to WISCO,\n                                    transferring to the Company all G-P\n                                    Contributed Assets other than the G-P Real\n                                    Property or the G-P Intellectual Property\n                                    which are being transferred or licensed to\n                                    the Company pursuant to the conveyance\n                                    documents described in clauses (i) - (iii)\n                                    above;\n\n                           (v)      to the Company, such instruments of\n                                    assumption and other instruments or\n                                    documents, in form and substance reasonably\n                                    acceptable to WISCO, as may be necessary to\n                                    effect assignment of the G-P Assumed\n                                    Liabilities to the Company;\n\n                           (vi)     to the Company or WISCO, as appropriate, a\n                                    duly executed copy of each of the Ancillary\n                                    Agreements, including the G-P Guarantee, to\n                                    which G-P is a party;\n\n                           (vii)    to the Company, WISCO and CSK, a copy of the\n                                    opinion of the General Counsel of G-P,\n                                    substantially in the form of Exhibit\n                                    2.4B(vii) hereto;\n\n                           (viii)   to the Company, evidence reasonably\n                                    satisfactory to WISCO that all Encumbrances\n                                    other than Permitted Encumbrances on any of\n                                    the G-P Contributed Assets have been\n                                    released;\n\n                           (ix)     to WISCO and the Company, a duly executed\n                                    Operating Agreement;\n\n                           (x)      to WISCO, current title reports for all G-P\n                                    owned Real Property; and\n\n                           (xi)     to WISCO and\/or the Company, as appropriate,\n                                    such other\n\n                                       5\n\n\n                                    instruments or documents, in form and\n                                    substance reasonably acceptable to WISCO, as\n                                    may be necessary to effect the Closing and\n                                    the contribution of the G-P Contributed\n                                    Assets in accordance with this Agreement.\n\n                  (c)      DELIVERIES BY THE COMPANY. The Company shall execute\n                           and deliver:\n\n                           (i)      to the CSK Parties and G-P, such instruments\n                                    of assumption and other instruments or\n                                    documents, in form and substance reasonably\n                                    acceptable to WISCO and G-P, as may be\n                                    necessary to effect the Company's assumption\n                                    of the Assumed Liabilities;\n\n                           (ii)     to G-P or the CSK Parties, as appropriate, a\n                                    duly executed copy of each of the Ancillary\n                                    Agreements to which the Company is a party;\n\n                           (iii)    to G-P, certificates representing the number\n                                    of Units issuable to G-P as determined in\n                                    accordance with Section 2.8 hereof;\n\n                           (iv)     to WISCO, certificates representing the\n                                    number of Units issuable to WISCO as\n                                    determined in accordance with Section 2.8\n                                    hereof;\n\n                           (v)      to WISCO, the Special Distribution; and\n\n                           (vi)     to G-P and WISCO, as appropriate, such other\n                                    instruments or documents, in form and\n                                    substance reasonably acceptable to WISCO and\n                                    G-P, as may be necessary to effect the\n                                    Closing.\n\n\n2.5      POST-CLOSING ADJUSTMENT\n\n                                       6\n\n\n         (a)      Within 90 days following the Closing, the Company shall\n                  prepare, or cause to be prepared, and deliver to G-P and WISCO\n                  a statement (the \"Closing Working Capital Statement\") which\n                  shall set forth the Working Capital of each of the G-P\n                  Business and the WISCO Business as of the Determination Date\n                  (the \"Closing Working Capital\"). The amounts so computed shall\n                  be used to determine the final amount of the Working Capital\n                  of each of the Businesses (the \"Post-Closing Adjustment\"). The\n                  Closing Working Capital Statement shall be prepared in\n                  accordance with GAAP using the same principles, practices and\n                  procedures that were used in preparing the WISCO Financial\n                  Statements and the G-P Financial Statements.\n\n         (b)      G-P, WISCO and their respective accountants and the Company's\n                  accountants shall have 30 days after the delivery of the\n                  Closing Working Capital Statement to review the Closing\n                  Working Capital Statement. In the event that G-P or WISCO\n                  determines that the Closing Working Capital for either party,\n                  as derived from the Closing Working Capital Statement, has not\n                  been determined on the basis set forth in Section 2.5(a), G-P\n                  or WISCO shall inform the other in writing (the \"Objection\"),\n                  setting forth a specific description of the basis of the\n                  Objection and the adjustments to the Closing Working Capital\n                  which either G-P or WISCO believes should be made, which\n                  Objection must be delivered to the other party on or before\n                  the last day of such 30-day period. The party receiving an\n                  Objection shall then have 30 days to review and respond to the\n                  Objection. The parties shall attempt in good faith to reach an\n                  agreement with respect to any matters in dispute. If the\n                  parties are unable to resolve all of their disagreements with\n                  respect to the determination of the foregoing items within 45\n                  days following the delivery of an Objection, they shall refer\n                  their remaining differences to Ernst &amp; Young LLP or such other\n                  firm mutually agreed to by the parties (the \"CPA Firm\"), who\n                  shall, acting as experts and not as arbitrators, determine in\n                  accordance with this Agreement, and only with respect to the\n                  remaining differences so submitted, whether and to what\n                  extent, if any, the Closing Working Capital as derived from\n                  the Closing Working Capital Statement requires adjustment. The\n                  parties shall direct the CPA Firm to use its best efforts to\n                  render its determination within 30 days after such submission.\n                  The CPA Firm's determination shall be conclusive and binding\n                  upon G-P, WISCO and the Company. The fees and disbursements of\n                  the CPA Firm shall be paid one-half by G-P and one-half by\n                  WISCO. G-P, the Company and WISCO shall make readily available\n                  to the CPA Firm all relevant Books and Records and any work\n                  papers (including those of the parties' respective\n                  accountants) Relating to the Closing Working Capital Statement\n                  and all other items reasonably requested by the CPA Firm. The\n                  \"Final Working Capital Statement\" shall be deemed to be (i)\n                  the Closing Working Capital Statement in the event that no\n                  Objection is delivered by G-P or WISCO during the 30-day\n                  period specified above, or (ii) if an objection is\n\n\n                                       7\n\n\n                  delivered by G-P or WISCO, the Closing Working Capital\n                  Statement, as adjusted by either (A) the agreement of the\n                  parties or (B) the CPA Firm.\n\n         (c)      G-P and WISCO shall have the opportunity to participate in the\n                  preparation of the Closing Working Capital Statement by (i)\n                  observing the physical inventory taken in connection therewith\n                  (which may begin prior to the Closing Date), (ii) attending\n                  any audit planning meetings in connection therewith, (iii)\n                  meeting with and discussing procedures with the Company and\n                  its accountants, and (iv) otherwise having full access to all\n                  information used by the Company in preparing the Closing\n                  Working Capital Statement, including the Books and Records and\n                  the work papers of its accountants (subject to execution of\n                  any necessary waivers or indemnifications required by the\n                  Company's accountants).\n\n         (d)      In reviewing any Objection, G-P and WISCO and their respective\n                  accountants shall have full access to all information used by\n                  the other party in preparing such Objection, including the\n                  work papers of the other party's and the Company's accountants\n                  (subject to the reviewing party executing any necessary\n                  waivers or indemnifications required by the objecting party's\n                  accountants).\n\n         (e)      If the Closing Working Capital of either Business as reflected\n                  on the Final Working Capital Statement is less than\n                  $32,515,000 with respect to the G-P Business or $73,218,000\n                  with respect to the WISCO Business (the \"Target Working\n                  Capital\"), then within 10 Business Days following issuance of\n                  the Final Working Capital Statement, any party whose Closing\n                  Working Capital is below its Target Working Capital shall (as\n                  an additional contribution to the Company) make a payment in\n                  immediately available funds to the Company equal to the\n                  difference between such Business' Target Working Capital, plus\n                  interest at the prime rate (as set forth in the \"Money Rates\"\n                  section of The Wall Street Journal) on such amount from the\n                  Closing Date through the date of payment. If the Closing\n                  Working Capital of either Business as reflected on the Final\n                  Working Capital Statement is greater than the Target Working\n                  Capital of such Business, then within 10 Business Days\n                  following issuance of the Final Working Capital Statement, the\n                  Company shall refund such excess by (i) making a payment to\n                  any party whose Closing Working Capital exceeded its Target\n                  Working Capital, in immediately available funds, equal to such\n                  excess to the extent of the sum of the amount of cash\n                  theretofor contributed to the Company by such party plus the\n                  amount of accounts receivable contributed by such party to and\n                  collected by the Company, and (ii) if the excess is greater\n                  than the amount described in (i), the remainder of the excess\n                  shall be refunded by the Company's reassignment to such party\n                  of accounts receivable (theretofor contributed by such party)\n                  in an aggregate amount equal to such remainder. In addition,\n                  the Company shall pay such party interest at the prime rate\n                  (as\n\n                                       8\n\n\n                  set forth in the \"Money Rates\" section of The Wall Street\n                  Journal) on such excess from the Closing Date through the date\n                  of payment.\n\n         (f)      In preparing the Closing Working Capital Statement, (i)\n                  liabilities of the Company Related to this transaction shall\n                  not be treated as liabilities, and (ii) no liabilities or\n                  reserves shall be established for matters for which G-P, CSK\n                  or the Company is (or but for the Cap or the Deductible would\n                  be) entitled to indemnification hereunder.\n\n         (g)      Any payments made to or from the Company pursuant to Section\n                  2.5(e) shall not result in any change in the value of either\n                  party's Business as set forth in Section 2.8 hereof or either\n                  party's Capital Account or Percentage Interest (as both terms\n                  are defined in the Operating Agreement).\n\n\n2.6      TRANSFER TAXES AND RECORDING FEES. Each party shall be responsible for\n         any and all Taxes or fees imposed or incurred by reason of the transfer\n         of its Contributed Assets and Assumed Liabilities hereunder and\/or the\n         filing or recording of any instruments necessary to effect the transfer\n         of its Contributed Assets and Assumed Liabilities hereunder, regardless\n         of when such Taxes or fees are levied or imposed, including sales, use,\n         value-added, excise, real estate transfer, lease assignment, stamp,\n         documentary and similar Taxes and fees (the \"Transfer Cost\"). To the\n         extent under applicable law the transferee is responsible for filing\n         Tax Returns in respect of Transfer Costs, the Company shall prepare all\n         such Tax Returns. The parties shall provide such certificates and other\n         information and otherwise cooperate to the extent reasonably required\n         to minimize Transfer Costs.\n\n2.7      REQUIRED CONSENTS. Each of G-P and the CSK Parties shall use\n         commercially reasonable efforts to obtain, at its sole expense, each\n         Consent Related to its own Business listed on Schedule 3.3(a) for the\n         CSK Parties and Schedule 4.3(a) for G-P (other than those Consents\n         marked with an asterisk on either such Schedule), and any other\n         material Consent not listed on Schedule 3.3 or Schedule 4.3, if any, if\n         such Consent is required to operate such Business after Closing as such\n         Business has been operated over the 12-month period immediately prior\n         to Closing. If a party has not obtained a Consent (other than a\n         Required Consent), the Closing of the transactions contemplated by this\n         Agreement shall not constitute a transfer, or any attempted transfer,\n         of any Contract or asset, the transfer of which requires such Consent.\n         Rather, following the Closing, such party shall use commercially\n         reasonable efforts at its sole expense, and the other party (or\n         parties) and the Company shall cooperate in such efforts, to obtain\n         promptly such Consent or to enter into reasonable and lawful\n         arrangements (including subleasing or subcontracting if permitted)\n         reasonably acceptable to the other party to provide to the Company the\n         full economic (taking into account Tax Costs and benefits) and\n         operational benefits and liabilities and for substantially similar time\n         periods, as the Company would have had if such Consent had been\n         obtained as of Closing. Once such Consent for the transfer of a\n         Contributed\n\n                                       9\n\n\n         Asset not transferred at the Closing is obtained, the party receiving\n         such Consent shall promptly transfer, or cause to be transferred, such\n         Contributed Asset to the Company for no additional consideration and\n         without changing any party's Capital Account or Percentage Interest (as\n         both terms are defined in the Operating Agreement).\n\n2.8      OWNERSHIP OF THE COMPANY; SPECIAL DISTRIBUTION.\n\n         (a)      The value of contributions of each of G-P and WISCO has been\n                  determined by multiplying 7.38 by the actual 1998 EBITDA for\n                  the G-P Business and the WISCO Business respectively. The\n                  value of the WISCO Business for purposes of this Agreement\n                  shall be $775,000,000 and the value of the G-P Business for\n                  purposes of this Agreement shall be $376,400,000.\n\n         (b)      Simultaneously with the Closing, the Company shall incur debt\n                  in an amount sufficient to fund a special distribution to\n                  WISCO (the \"Company Debt\") that will result in a reduction in\n                  WISCO's Percentage Interest (as defined in the Operating\n                  Agreement) in the Company to a 5% equity interest in the\n                  Company (the \"Special Distribution\") immediately after payment\n                  of the Special Distribution. The Company Debt shall be in such\n                  amount and on such terms as is set forth on Exhibit 2.8A. G-P\n                  shall provide to the Company's lenders a full and\n                  unconditional guaranty of payment of the Company Debt\n                  substantially in the form of Exhibit 2.8B hereto (the \"G-P\n                  Guarantee\"). WISCO shall provide to G-P an indemnity\n                  substantially in the form of Exhibit 2.8C hereto (the \"WISCO\n                  Debt Indemnity\") indemnifying G-P against certain amounts\n                  which may be incurred or paid by, or assessed against, G-P\n                  under the G-P Guarantee.\n\n\n                                   ARTICLE III\n                  REPRESENTATIONS AND WARRANTIES OF CSK PARTIES\n\n         The CSK Parties represent and warrant to G-P and the Company as\nfollows:\n\n                                       10\n\n\n3.1      ORGANIZATION AND QUALIFICATION.\n\n         (a)      Each of the CSK Parties is a corporation or limited liability\n                  company, duly organized, validly existing and in good standing\n                  under the laws of its state of organization as set forth on\n                  Schedule 3.1. The CSK Parties collectively have all requisite\n                  corporate or limited liability company power and authority to\n                  own and operate the WISCO Contributed Assets and to carry on\n                  the WISCO Business as currently conducted.\n\n         (b)      Each of the CSK Parties is duly qualified to do business and\n                  is in good standing as a foreign corporation or limited\n                  liability company in the jurisdictions listed on Schedule 3.1,\n                  which are the only jurisdictions where the ownership or\n                  operation of the WISCO Contributed Assets or the conduct of\n                  the WISCO Business requires such qualification, except where\n                  the failure to be so qualified would not have a Material\n                  Adverse Effect.\n\n\n3.2      CORPORATE AUTHORIZATION. Each of the CSK Parties has full corporate\n         power and authority to execute and deliver this Agreement, and to\n         perform its obligations hereunder and under any agreement or contract\n         contemplated hereby, including the Ancillary Agreements. The execution,\n         delivery and performance by the CSK Parties of this Agreement and any\n         agreement or contract contemplated hereby has been duly and validly\n         authorized by all necessary corporate action and no additional\n         corporate authorization is required in connection with the execution,\n         delivery and performance by each of the CSK Parties of this Agreement\n         and any agreement or contract contemplated hereby.\n\n3.3      CONSENTS AND APPROVALS. Except as specifically set forth in Schedule\n         3.3 or as required by the HSR Act, no Consent is required to be\n         obtained by the CSK Parties from, and no notice or filing is required\n         to be given by the CSK Parties to, or made by the CSK Parties with, any\n         Governmental Authority or other Person or under any Contract listed, or\n         required to be listed, on Schedule 3.14 in connection with the\n         execution, delivery and performance by the CSK Parties of this\n         Agreement, each of the Ancillary Agreements, any other agreement or\n         contract contemplated hereby and the contribution of the WISCO\n         Contributed Assets, except where the failure to obtain any such Consent\n         or Consents, give any such notice or notices or make any such filing or\n         filings would not have a Material Adverse Effect.\n\n3.4      NON-CONTRAVENTION. Except as set forth on Schedule 3.3, the execution,\n         delivery and performance by the CSK Parties of this Agreement and each\n         of the Ancillary Agreements, and the consummation of the transactions\n         contemplated hereby and thereby, does not and will not (i) violate any\n         provision of the certificate of incorporation or bylaws of any of the\n         CSK Parties or any Contributed Subsidiary; (ii) subject to obtaining\n         the Consents referred to in Section 3.3, conflict with, or result in\n         the breach of, or constitute a default under, or result in the\n         termination, cancellation or\n\n                                       11\n\n\n         acceleration (whether after the filing of notice or the lapse of time\n         or both) of any right or obligation of any of the CSK Parties or any\n         Contributed Subsidiary under, or to a loss of any benefit to which any\n         of the CSK Parties or any Contributed Subsidiary is entitled under, any\n         Contract or result in the creation of any Encumbrance (other than a\n         Permitted Encumbrance) upon any of the WISCO Contributed Assets; or\n         (iii) assuming compliance with the matters set forth in Section 3.3,\n         violate, or result in a breach of or constitute a default under any\n         Law, rule, regulation, judgment, injunction, order, decree or other\n         restriction of any court or Governmental Authority to which any of the\n         CSK Parties or any Contributed Subsidiary is subject, including any\n         Governmental Authorization, except in each case, such matter or matters\n         that would not have a Material Adverse Effect.\n\n3.5      BINDING EFFECT. This Agreement constitutes, and each of the Ancillary\n         Agreements when executed and delivered by the parties thereto will\n         constitute, a valid and legally binding obligation of each of the CSK\n         Parties that is a party thereto, enforceable with respect to such party\n         in accordance with its terms, except as the enforceability thereof may\n         be limited or otherwise effected by bankruptcy, insolvency,\n         reorganization, moratorium and similar laws of general applicability\n         Relating to, or affecting, creditors rights and to general equity\n         principles.\n\n3.6      FINANCIAL STATEMENTS: ABSENCE OF CERTAIN CHANGES.\n\n\n         (a)      Attached as Schedule 3.6(a) are the following financial\n                  statements of the WISCO Business: Unaudited Balance Sheet,\n                  Statement of Income and Statement of Cash Flows, as of and for\n                  (i) the years ended December 31, 1997 and 1998 (the \"WISCO\n                  Annual Financial Statements\"); and (ii) the period ended April\n                  30, 1999 (the \"WISCO April Financial Statements\").\n                  (Collectively the financial statements described in this\n                  Section 3.6(a) shall be referred to as the \"WISCO Financial\n                  Statements.\")\n\n         (b)      Exhibit 3.6(b) sets forth the line items and a definition for\n                  each such line item contained in each of the WISCO Financial\n                  Statements.\n\n         (c)      The WISCO Financial Statements are true and correct in all\n                  material respects, present fairly the combined financial\n                  position and results of operation, divisional equity and cash\n                  flows of the WISCO Business as of the dates and for the\n                  periods presented, and were prepared in accordance with GAAP\n                  applied on a basis consistent with past practice of the WISCO\n                  Business. The WISCO Financial Statements reflect the\n                  underlying Books and Records of the WISCO Business, which are\n                  complete and accurate in all material respects. Except as\n                  described on Schedule 3.6(c), consistent accounting policies\n                  and accrual methods were used in all periods presented. All\n                  non-recurring or unusual income or expense items over\n                  $500,000, as reflected in the 1998 Statement of Income of\n                  WISCO, have been disclosed\n\n                                       12\n\n\n                  in footnotes to the WISCO Financial Statements.\n\n         (d)      Except as described in the notes to the WISCO Financial\n                  Statements, all accounts receivable reflected on the WISCO\n                  Financial Statements are bona fide receivables, accounted for\n                  in accordance with GAAP (including, without limitation,\n                  appropriate reserves), and represent amounts due with respect\n                  to actual transactions in the operation of the WISCO Business;\n                  it being understood that this representation shall not be\n                  deemed to constitute a warranty or guaranty that all such\n                  accounts receivable shall be collected.\n\n3.7      LITIGATION AND CLAIMS. Except as disclosed on Schedule 3.7:\n\n         (a)      There is no action (whether civil, criminal or\n                  administrative), suit, demand, claim, dispute, hearing,\n                  proceeding (including condemnation or other proceeding in\n                  eminent domain) or investigation pending or, to the Knowledge\n                  of any of the CSK Parties, threatened, Related to the WISCO\n                  Business or any of the WISCO Contributed Assets or included in\n                  the WISCO Assumed Liabilities, that individually or in the\n                  aggregate is reasonably expected to have a Material Adverse\n                  Effect.\n\n         (b)      None of the WISCO Contributed Assets is subject to any order,\n                  writ, judgment, award, injunction, or decree of or settlement\n                  enforceable in any court or governmental or regulatory\n                  authority of competent jurisdiction or any arbitrator or\n                  arbitrators.\n\n3.8      TAXES. Except as disclosed on Schedule 3.8:\n\n         (a)      The CSK Parties have duly and timely filed (or have caused to\n                  be duly and timely filed), taking into account any valid\n                  extension of the time for filing, each Tax Return required to\n                  be filed with any Tax Authority which includes or is based\n                  upon the WISCO Contributed Assets, or the operations,\n                  ownership or activities of the WISCO Business, and all Taxes\n                  due and payable (whether or not shown on or required to be\n                  shown on a Tax Return) have been paid prior to their due\n                  dates; provided, however, that the representations and\n                  warranties set forth in this paragraph are made only to the\n                  extent that (i) such Taxes are or may become Encumbrances on\n                  the WISCO Contributed Assets, or (ii) the Company is or may be\n                  liable in the capacity of transferee of the Contributed\n                  Assets.\n\n         (b)      The CSK Parties have duly and timely filed (or have caused to\n                  be duly and timely filed), taking into account any valid\n                  extension of the time for filing, each Tax Return which\n                  includes or is based upon the assets, operations, ownership or\n                  activities of any of the WISCO Contributed Subsidiaries, and\n                  all Taxes due and payable (whether or not shown on or required\n                  to be shown on a Tax Return) have been paid prior to their due\n                  dates.\n\n                                       13\n\n\n         (c)      None of the WISCO Contributed Assets, including the assets of\n                  the WISCO Contributed Subsidiaries (i) is subject to any lien\n                  (other than a Permitted Encumbrance) arising in connection\n                  with any failure or alleged failure to pay any Taxes, (ii)\n                  secures any debt the interest on which is tax-exempt under\n                  Section 103(a) of the Code, (iii) is required to be or is\n                  being depreciated under the alternative depreciation system\n                  under Section 168(g)(2) of the Code, (iv) is \"limited use\n                  property\" with the meaning of Revenue Procedure 76-30, or (v)\n                  will be treated as owned by any other Person pursuant to the\n                  provisions of former Section 168(f)(8) of the Code.\n\n         (d)      The CSK Parties (with respect to the WISCO Business) or the\n                  WISCO Contributed Subsidiaries have withheld and paid all\n                  material Taxes required to have been withheld and paid in\n                  connection with amounts paid or owing to any Employee,\n                  independent contractor, creditor, shareholder or other party.\n\n         (e)      There are no pending, proposed or, to the knowledge of WISCO,\n                  threatened audits, assessments or claims from any Tax\n                  Authority for deficiencies, penalties or interest against any\n                  of the CSK Parties (with respect to the WISCO Contributed\n                  Assets or the WISCO Business), any of the WISCO Contributed\n                  Subsidiaries or any of their assets, operations or activities;\n                  provided, however, that the representations and warranties set\n                  forth in this paragraph are made only to the extent that (i)\n                  such Taxes are or may become Encumbrances on the WISCO\n                  Contributed Assets, or (ii) the Company is or may be liable in\n                  the capacity of transferee of the Contributed Assets.\n\n         (f)      No CSK Party nor any WISCO Contributed Subsidiary owns,\n                  directly or indirectly, and none of the WISCO Contributed\n                  Assets consists of, any interest in any entity classified as a\n                  partnership for United States federal income Tax purposes.\n\n         (g)      With respect to the WISCO Business, other than WMex, the CSK\n                  Parties do not have and have not had a permanent establishment\n                  in any foreign country as defined in any applicable Tax treaty\n                  or convention between the United States and such foreign\n                  country.\n\n3.9      EMPLOYEES, PENSION AND OTHER BENEFIT PLANS.\n\n\n         (a)      Schedule 3.9(a) lists all the Employees who, as of August 31,\n                  1999, were employed by WISCO or the WISCO Contributed\n                  Subsidiaries with respect to the WISCO Business, together with\n                  their respective positions, years of\n\n                                       14\n\n\n                  employment, and rates of remuneration, as of August 31, 1999.\n\n         (b)      Except as disclosed on Schedule 3.9(b), no CSK Party is a\n                  party to nor does it sponsor, maintain, or contribute to any\n                  Employee Plans that provide benefits to Employees or Retired\n                  Employees of the WISCO Business.\n\n         (c)      WISCO has delivered to G-P true, complete and up-to-date\n                  copies of all documents embodying the CSK Plans including,\n                  without limitation, all amendments thereto, all funding\n                  agreements thereunder (including, but not limited to, trust\n                  agreements), all summaries of such CSK Plans provided to\n                  Employees, Retired Employees, directors, officers,\n                  shareholders or their dependents with respect to the WISCO\n                  Business, and all material communications received from or\n                  sent to regulatory authorities within the prior two (2) plan\n                  years with respect to each such CSK Plan as well as the most\n                  recent valuation for each defined contribution retirement plan\n                  maintained by any of the CSK Parties and the most recent\n                  actuarial valuation for each of the CSK Plans for which such\n                  valuations are required. The applicable CSK Party has\n                  delivered to G-P a complete written description of all\n                  unwritten CSK Plans, and will deliver such other documentation\n                  with respect to any CSK Plan as is reasonably requested by\n                  G-P.\n\n         (d)      Except as disclosed on Schedule 3.9(d), no promise or\n                  commitment has been made by any CSK Party (i) to amend any of\n                  the CSK Plans or to provide increased benefits thereunder to\n                  any Employees, Retired Employees, directors, officers,\n                  shareholders of the WISCO Business or the WISCO Contributed\n                  Subsidiaries, or their dependents, except pursuant to the\n                  requirements, if any, of the CSK Plans or any collective\n                  bargaining agreement, or (ii) to establish any new Employee\n                  Plan. Except as disclosed on Schedule 3.9(d), no amendment to\n                  any CSK Plan has been adopted by any CSK Party since June 30,\n                  1999. Except as disclosed on Schedule 3.9(d), one or more of\n                  the CSK Parties has the right pursuant to the terms of each\n                  CSK Plan and all agreements Related to such plan unilaterally\n                  to terminate such plan (or its participation in such plan) or\n                  to amend the terms of such plan at any time except as provided\n                  under a collective bargaining agreement. Except as disclosed\n                  on Schedule 3.6(a) or Schedule 3.9(d) or as set forth in the\n                  Human Resources Agreement, the transactions contemplated by\n                  this Agreement will not result in any additional payments to,\n                  or increase the vested interest of, any Employee, Retired\n                  Employee, director, officer, shareholder, or their dependents\n                  under any CSK Plan; and the transactions contemplated by this\n                  Agreement will not result in any payment to any Employee or\n                  Retired Employee, director, officer, or shareholder of any CSK\n                  Party which will be subject to Section 280G of the Code.\n\n                                       15\n\n\n         (e)      Each CSK Plan has been established, maintained, and\n                  administered in substantial compliance with its terms and all\n                  related documents or agreements and in substantial compliance\n                  with applicable provisions of ERISA, the Code, and other\n                  applicable Laws.\n\n         (f)      Except as disclosed on Schedule 3.9(f), all required employer\n                  contributions, premium payments and employee contributions\n                  under the CSK Plans have been made and remitted to the funding\n                  agents or accrued or booked thereunder within the time\n                  prescribed by any such CSK Plan and the Laws. All insurance\n                  premiums required with respect to any CSK Plan, including any\n                  premiums payable to the Pension Benefit Guarantee Corporation,\n                  have been paid, made, accrued or booked within the time\n                  prescribed by any such CSK Plan and the applicable Law. All\n                  benefits, expenses and other amounts due and payable to or\n                  under any CSK Plan, and all contributions, transfers or\n                  payments required to be made to any CSK Plan, have been paid,\n                  made, accrued or booked within the time prescribed by any such\n                  CSK Plan and the Laws. Except as disclosed on Schedule 3.9(f),\n                  all of the assets which have been set aside in a trust or\n                  account (other than an account which is part of a CSK Party's\n                  general assets) to satisfy any obligation under any CSK Plan\n                  are shown on the books and records of each such trust and each\n                  such account at their fair market value, such current fair\n                  market value as of the last valuation date is equal to or\n                  exceeds the present value of any obligation under the CSK\n                  Plan, and the liabilities for all other obligations under any\n                  CSK Plan are accurately set forth in the WISCO Financial\n                  Statements.\n\n         (g)      Except as disclosed on Schedule 3.9(g), there is no pending\n                  or, to the Knowledge of the CSK Parties, threatened claim with\n                  respect to a CSK Plan (other than routine and reasonable\n                  claims for benefits made in the ordinary course of the WISCO\n                  Business) or with respect to the terms and conditions of\n                  employment or termination of employment by any Employee, or\n                  Retired Employee, and no audit or investigation by any\n                  governmental or other law enforcement agency is pending or has\n                  been proposed with respect to any CSK Plan.\n\n         (h)      Except as disclosed on Schedule 3.9(h), no CSK Plan is subject\n                  to Title IV of ERISA. Neither any of the CSK Parties nor any\n                  Related Person has incurred any material liability under or\n                  pursuant to Title I or IV of ERISA or the penalty, excise tax\n                  or joint and several liability provisions of the Code relating\n                  to employee benefit plans and, to the Knowledge of the CSK\n                  Parties, no event or condition has occurred or exists which\n                  could result in any material liability to a CSK Party, such\n                  Related Person or the Company or G-P under or pursuant to\n                  Title I or IV of ERISA or such penalty, excise tax or joint\n                  and several liability provisions of the Code. No CSK Plan has\n                  incurred an \"accumulated funding deficiency\" within the\n                  meaning of such sections of the Code and ERISA, whether or not\n                  waived; and no such CSK\n\n                                       16\n\n\n                  Plan has been terminated. Except as disclosed on Schedule\n                  3.9(h), none of the CSK Parties contribute to, nor do they\n                  have any obligation to contribute to, a multiemployer plan as\n                  defined in Section 4001(a)(3) of ERISA with regard to the\n                  Employees or Retired Employees.\n\n         (i)      Each of the CSK Plans that is intended to be qualified under\n                  Section 401(a) of the Code, and the trust, if any, forming a\n                  part thereof, has received a favorable determination letter\n                  from the Internal Revenue Service as to the qualification of\n                  its form under the Code and to the effect that each such trust\n                  is exempt from taxation under Section 501(a) of the Code and,\n                  to the Knowledge of the CSK Parties, nothing has occurred\n                  since the date of such determination letter that adversely\n                  affects such qualification or tax-exempt status. Except as\n                  disclosed in Schedule 3.9(i), all reports and other documents\n                  required to be filed with any governmental agency or\n                  distributed to plan participants or beneficiaries (including,\n                  but not limited to, actuarial reports, audits or Tax Returns)\n                  have been duly filed or distributed on a timely basis, and\n                  copies thereof have been or will be furnished to G-P prior to\n                  the Closing.\n\n3.10     COMPLIANCE WITH LAWS. Except as set forth in Schedule 3.10, the WISCO\n         Business is being conducted in compliance with all Laws applicable to\n         the WISCO Business and, as of the Closing, the Company will have\n         (subject to obtaining the Consents) all Governmental Authorizations\n         necessary for the conduct of the WISCO Business as currently conducted,\n         except for such non-compliance or the failure to obtain such Consent or\n         Consents which would not have a Material Adverse Effect; it being\n         understood that nothing in this representation is intended to address\n         any compliance issue that is the subject of the representations and\n         warranties set forth in Sections 3.7, 3.8, 3.9, 3.11, 3.12, or 3.13\n         hereof, and that the CSK Parties make no representations in this\n         Section 3.10 as to the transferability or assignability of any such\n         Governmental Authorizations. None of the CSK Parties has received\n         written notice that any material Governmental Authorization may be\n         suspended, revoked, modified or canceled.\n\n3.11     ENVIRONMENTAL MATTERS.\n\n         (a)      Schedule 3.11(a) sets forth a list of all material\n                  Environmental Permits in connection with the WISCO Business.\n\n         (b)      Except as would not have a Material Adverse Effect, or as\n                  disclosed on Schedule 3.11(b):\n\n                                       17\n\n\n                  (i)      The Environmental Permits are all the permits,\n                           licenses, certificates and authorizations of, and\n                           registrations with, any of the Environmental\n                           Authorities pursuant to the Environmental Laws\n                           necessary to conduct the WISCO Business substantially\n                           as presently conducted. The Environmental Permits are\n                           in full force and effect and the CSK Parties are in\n                           compliance in all respects thereunder. The\n                           consummation of the transactions contemplated\n                           hereunder will not require any renewal, consent,\n                           amendment or other action in connection with any of\n                           the Environmental Permits. The CSK Parties are in\n                           compliance with the Environmental Laws applicable to\n                           the conduct of the WISCO Business.\n\n                  (ii)     There is no claim, suit, action or other proceeding,\n                           including appeals and applications for review,\n                           outstanding or pending against any CSK Party pursuant\n                           to any of the Environmental Laws Relating to the\n                           WISCO Business.\n\n                  (iii)    No CSK Party has any liability for any release,\n                           spill, leakage, pumping, emission, emptying,\n                           discharge, injection, escape, leaching, disposal or\n                           dumping of any Hazardous Substances on or from any of\n                           the WISCO Real Property, except in such manner or\n                           quantity as would not constitute a violation of any\n                           of the Environmental Laws or Environmental Permits.\n\n                  (iv)     The CSK Parties have maintained all records in\n                           respect of the WISCO Business required by the\n                           Environmental Laws and Environmental Permits in the\n                           manner and for the time periods so required.\n\n                  (v)      Since June 30, 1994, no CSK Party has received any\n                           notice of investigation or non-compliance or written\n                           order from any of the Environmental Authorities,\n                           including any notice of contamination or clean-up\n                           requirements, pursuant to any of the Environmental\n                           Laws with respect to the WISCO Business.\n\n\n3.12     INTELLECTUAL PROPERTY\n\n         (a) Schedule 3.12 sets forth a list and description (including the\ncountry of registration) of all issued or registered foreign and domestic\nIntellectual Property currently (or, to the Knowledge of the CSK Parties, within\nthe last 12 months) used in the WISCO Business (other than \"shrink wrap\"\nconsumer software licenses). No third party has rights in, or otherwise has the\nright to restrict use of, WISCO Intellectual Property owned by any CSK Party,\nand, to the Knowledge of the CSK Parties, no third party has rights in, or\notherwise has the right to restrict\n\n                                       18\n\n\nthe Company's use of, the WISCO Intellectual Property owned by any CSK Party as\nof and following the Closing.\n\n         (b) To the Knowledge of the CSK Parties, no product, component,\nmethod, process, or material (including computer software) used, sold or\nmanufactured by the WISCO Business infringes on, misappropriates, or otherwise\nviolates a valid and enforceable intellectual property right of any other\nPerson.\n\n         (c) There are no demands, actions or proceedings pending or, to\nthe Knowledge of the CSK Parties, threatened, against the CSK Parties Relating\nto the WISCO Business alleging infringement, misappropriation, or violation of\nany intellectual property right of any other Person, and, to the Knowledge of\nthe CSK Parties, no Person is infringing, misappropriating, challenging or\nviolating, the Intellectual Property owned by any CSK Party, except for\nchallenges, infringements, misappropriation or violations which, individually or\nin the aggregate, would not have a Material Adverse Effect.\n\n         (d) All of the WISCO Intellectual Property will be transferred to\nthe Company at Closing, except to the extent certain Intellectual Property used\nby the CSK Parties to provide services under the Transition Services Agreement\nis specifically excluded thereunder. The CSK Parties agree that Intellectual\nProperty provided under the Transition Services Agreement will be provided to\nthe Company on and after Closing on the same terms and conditions under which it\nwas available to the WISCO Business prior to the Closing in accordance with the\nterms of the Transition Services Agreement.\n\n         (e) Schedule 3.12(e) sets forth the CSK Parties' efforts at\naddressing the Year 2000 issue in the WISCO Business. The information set forth\ntherein is accurate as of the date hereof, in all material respects. The CSK\nParties have developed and begun implementing a Project Plan to remediate and\/or\nreplace Computer Systems that are used or relied upon in the WISCO Business but\nare not Year 2000 Ready. Such remediation and\/or replacement is scheduled to be\ncompleted in 1999.\n\n         3.13 LABOR MATTERS.  Except as disclosed on Schedule 3.13:\n\n         (a) As of the date hereof, none of the CSK Parties is a party to\nany labor or collective bargaining agreement or similar agreement with respect\nto Employees of the WISCO Business, no such Employees are represented by any\nlabor organization and, to the Knowledge of the CSK Parties, there are no\norganizing or de-certification activities (including any demand for recognition\nor certification proceedings pending or threatened to be brought or filed with\nthe National Labor Relations Board or other labor relations tribunal) involving\nthe WISCO Business;\n\n         (b) As of the date hereof, there are no strikes, work stoppages,\nslowdowns, lockouts, unfair labor practice charges pending or, to the Knowledge\nof the CSK Parties, threatened against or involving the Employees of the WISCO\nBusiness;\n\n                                       19\n\n\n         (c) Within the 90-day period immediately preceding the Effective\nTime, no Employee of the WISCO Business has been laid off or terminated for\nreasons other than a discharge for cause, voluntary resignation or retirement.\n\n         (d) There are no complaints, charges, claims or grievances against\nthe CSK Parties pending or, to the Knowledge of the CSK Parties, threatened to\nbe brought or filed with any Governmental Authority, arbitrator or court based\non or arising out of the employment by the CSK Parties of any Employee of the\nWISCO Business, except for those which, individually or in the aggregate, would\nnot have a Material Adverse Effect;\n\n         (e) The CSK Parties are in compliance with all Laws Relating to\nthe employment of labor, including all such Laws Relating to wages, hours,\ncollective bargaining, discrimination, civil rights, safety and health,\nimmigration, workers' compensation, layoffs, and the collection and payment of\nwithholding and\/or Social Security Taxes and similar Taxes, except where the\nfailure to be in compliance would not have a Material Adverse Effect; and\n\n         (f) The CSK Parties have given all notices required to be given\nprior to the Closing Date under the Worker Adjustment and Retraining\nNotification Act, 29 U.S.C. Section 2101 et seq. (\"WARN\"), or under any similar\nprovision of any federal, state, regional, foreign, or local Law, rule, or\nregulation (referred to collectively with WARN as \"WARN Obligations\") Relating\nto any plant closing or mass layoff that occurred during the 90 days immediately\npreceding the Effective Time and pertaining to the WISCO Business.\n\n         3.14 CONTRACTS. Schedule 3.14 sets forth a list, as of the date\nhereof, of each Contract that is Related to the WISCO Business other than (a)\nWISCO Leased Real Property, which are listed on Schedule 3.15, and collective\nbargaining agreements which are listed on Schedule 3.13, (b) purchase orders or\nsimilar agreements for the purchase or sale of goods or services in the ordinary\ncourse of business, (c) confidentiality agreements entered into in the ordinary\ncourse of business in connection with the purchase and sale of Inventory, and\n(d) any Contract which requires a payment or imposes an obligation on either\nparty thereto of less than $1,000,000 in the aggregate. Schedule 3.14 also\nidentifies any Contract that contains a non-compete covenant or similar\nprovision that could materially restrict the Company in its conduct of the WISCO\nBusiness following Closing, any employment agreement with any Employee of the\nWISCO Business, any employment agreement included in the WISCO Contributed\nAssets or WISCO Assumed Liabilities, any Contract between any Affiliates of CSK,\non one hand, and any of the CSK Parties or any of the WISCO Contributed\nSubsidiaries, on the other, any agreements Related to payments in lieu of taxes,\nany agreement or license Related to Intellectual Property (other than \"shrink\nwrap\" consumer software licenses), leases and license agreements for any\nComputer Systems (other than \"shrink wrap\" consumer software licenses), all\nmaterial agreements for telecommunications voice (including without limitation,\nlocal, long distance and toll free service) and data services, Internet access,\nhosting and use services. Schedule 3.14 also identifies any Contract concerning\nany environmental liability with respect to the WISCO Business. Each Contract\nset forth on Schedule 3.14 is a valid and binding agreement of the applicable\nCSK Party and, to the Knowledge of the CSK Parties, is in full force and effect.\nExcept as otherwise provided in Schedule 3.14, no CSK Party is, and, to their\nKnowledge, no\n\n                                       20\n\n\nother party thereto is, in default in any material respect under\nany Contract listed on Schedule 3.14 or any collective bargaining agreement\nlisted on Schedule 3.13.\n\n         3.15 REAL ESTATE LEASES. Schedule 3.15 sets forth a list, as of the\ndate hereof, of each written WISCO Real Estate Lease with a term of more than\none month that is Related to the WISCO Business. Each WISCO Real Estate Lease\nset forth on Schedule 3.15 is a valid and binding agreement of a CSK Party and\nis in full force and effect. There are no defaults by the applicable CSK Party\nunder any WISCO Real Estate Lease listed on Schedule 3.15 which defaults have\nnot been cured or waived and which would, individually or in the aggregate, have\na Material Adverse Effect.\n\n         3.16 ENTIRE BUSINESS; TITLE TO PROPERTY.\n\n          (a) Except as set forth in Schedule 3.16(a) and Schedule 3.6(a),\nthe WISCO Contributed Assets, the assets held by the WISCO Contributed\nSubsidiaries, the WISCO Retained Assets (including cash and cash accounts,\ndisbursement accounts, invested securities and other short and medium term\ninvestments, the CSK Marks and CSK Plans, and WISCO's and CSK's insurance\npolicies), and the rights specifically provided or made available to the Company\nunder the Ancillary Agreements, include all of the buildings, machinery,\nequipment and other assets (whether tangible or intangible) necessary for the\nCompany immediately after Closing to conduct in all material respects the WISCO\nBusiness as conducted as of the date hereof, and as conducted during the\n12-month period prior to the date hereof (subject to changes expressly permitted\nby the terms hereof to be made after the date hereof); provided, however, that\nno representation is made as to the assignability of Government Authorizations.\n\n          (b) A CSK Party has good (and, in the case of its Owned Real\nProperty, marketable) title to, or a valid and binding leasehold interest in,\nthe WISCO Contributed Assets, free and clear of all Encumbrances, except (i) as\nset forth in Schedule 3.16(b), and (ii) any Permitted Encumbrances.\n\n          (c) The capital structure of each of the WISCO Contributed\nSubsidiaries is as set forth in Schedule 3.16(c). The shares of stock or\nmembership interests, as applicable, of the WISCO Contributed Subsidiaries\nincluded in the WISCO Contributed Assets constitute 100% of the issued and\noutstanding shares of stock or membership interests, as applicable, of each\nWISCO Contributed Subsidiary. All shares of stock , membership interests or\nother form of ownership of the WISCO Contributed Subsidiaries included in the\nWISCO Contributed Assets are validly issued, fully paid and non-assessable.\nExcept as set forth on Schedule 3.16(c), (i) there are no options, warrants, or\nsimilar rights to purchase any of the shares or membership interests of any of\nthe WISCO Contributed Subsidiaries, and no obligations binding upon any WISCO\nContributed Subsidiary to issue, sell, redeem, purchase or exchange any of its\ncapital stock or membership interests or any right relating thereto, and (ii)\nthere are no shareholders' agreements, voting agreements, voting trusts or other\nagreements or rights of third parties with respect to or affecting any of the\nWISCO Contributed Subsidiaries or any of their shares of stock or membership\ninterests, as applicable. Wisconsin Tissue Management, LLC has entered into no\nagreements and conducted no business and contains only those assets and\nliabilities specifically set forth in\n\n                                       21\n\n\nSchedule 3.16(c), except, in each case, as set forth in the Human Resources\nAgreement. WMex assumed no liabilities or obligations of any other CSK Party\nRelated to or arising from the sale of its capital stock to WISCO. CSK has\nprovided G-P with true and correct copies of all documentation Related to such\nsale.\n\n          (d) The WISCO Contributed Assets and the assets of the WISCO\nContributed Subsidiaries are in good operating condition and repair (subject to\nnormal wear and tear). Except as set forth on Schedule 3.16(d), the CSK Parties\nhave no Knowledge of any material structural or mechanical defects with respect\nto any buildings, improvements or equipment included in the WISCO Contributed\nAssets, which defects are reasonably likely to have a Material Adverse Effect.\n\n         (e) None of the WISCO Owned Real Property or the WISCO Leased Real\nProperty or other assets of the WISCO Business (except as set forth in the\nTransition Services Agreement) are owned, used or occupied in whole or in part\nby CSK or any of its Affiliates other than in connection with the operation of\nthe WISCO Business.\n\n         3.17. FINDER'S FEES. Except for Salomon Smith Barney &amp; Co., whose\nfees will be paid by CSK, there is no investment banker, broker or finder which\nhas been retained by or is authorized to act on behalf of any CSK Party who\nmight be entitled to any fee or commission from G-P or the Company in connection\nwith the transactions contemplated by this Agreement.\n\n         3.18 INSURANCE. Schedule 3.18 attached hereto sets forth the\nfollowing information with respect to each insurance policy to which any CSK\nParty or a WISCO Contributed Subsidiary, with respect to the WISCO Business, has\nbeen a party, a named insured, or otherwise the beneficiary of coverage at any\ntime within the past five years:\n\n         (a) the name of the insurer, the name of the policyholder, and the name\nof each covered insured;\n\n         (b) the scope, period and amount of coverage; and\n\n         (c) a description of any retroactive premium adjustments or other\nloss-sharing arrangements.\n\n         Schedule 3.18 also describes any self insurance arrangements affecting\nthe WISCO Business. As of the date hereof, no CSK Party has received any written\nnotice of any retroactive premium increase or assessment applicable to the WISCO\nBusiness. Except as disclosed on Schedule 3.18, all of such policies are in full\nforce and effect.\n\n         3.19 NO UNDISCLOSED LIABILITIES. With respect to the WISCO Business\nno CSK Party has any obligations or liabilities (whether accrued, absolute,\ncontingent, unliquidated or otherwise, whether or not known to such CSK Party,\nwhether due or to become due and regardless of when asserted) arising out of\ntransactions entered into at or prior to the Closing, or any action or inaction\nat or prior to the Closing, or any state of facts existing at or prior to the\n\n                                       22\n\n\nClosing other than: (a) liabilities set forth on the WISCO Financial Statements\n(including any notes thereto, if any); (b) liabilities and obligations arising\nfrom or in connection with matters disclosed pursuant to the CSK Parties'\nrepresentations and warranties in this Agreement or in the Disclosure Schedules\n(none of which, except as set forth on Schedule 3.7, is a liability resulting\nfrom a breach of contract, breach of warranty, tort, infringement claim or\nlawsuit), other than liabilities and obligations arising from or in connection\nwith matters disclosed pursuant to Section 3.11; (c) liabilities and obligations\narising from or in connection with matters disclosed pursuant to Section 3.11;\n(d) liabilities and obligations which have arisen after April 30, 1999 in the\nordinary course of business (none of which, except as set forth on Schedule 3.7,\nis a liability resulting from a breach of contract, breach of warranty, tort,\ninfringement claim or lawsuit); and (e) such other liabilities or obligations\nthat do not have a Material Adverse Effect.\n\n         3.20 NO MATERIAL ADVERSE CHANGE. Except as disclosed on Schedule\n3.20, since April 30, 1999, the CSK Parties have conducted the WISCO Business in\nthe ordinary course and in a manner consistent with the practices applied during\nthe periods specified in the WISCO Financial Statements, and there has been no\nMaterial Adverse Effect in the WISCO Business. Except as set forth on Schedule\n3.20, and except as such does not have a Material Adverse Effect, no CSK Party\nhas with respect to the WISCO Business:\n\n         (a) been a party to any corporate reorganization, restructuring or\nmerger or amalgamation or amended its certificate or articles of incorporation\nor bylaws;\n\n         (b) declared or paid any dividend or declared or made any other\ndistribution (whether in cash, stock or property) on any of the shares of its\ncapital stock;\n\n         (c) incurred or discharged any obligation or liability (whether\naccrued, absolute or contingent) other than in the ordinary course of and in a\nmanner consistent with past practices for the WISCO Business;\n\n         (d) entered into any transaction, contract, agreement, indenture,\ninstrument or commitment other than in the ordinary course of and in a manner\nconsistent with past practices for the WISCO Business;\n\n         (e) suffered or incurred any material damage, destruction, loss or\nliability (whether or not covered by any insurance);\n\n         (f) experienced any strike, lockout or other labor trouble such as\nslow down or work stoppage, or any loss of any of its key Employees, customers,\nsuppliers or distributors;\n\n         (g) suffered any shortage or cessation or interruption of raw\nmaterials, supplies or utilities that could have a Material Adverse Effect on\nthe WISCO Business;\n\n         (h) made any change in its accounting principles, policies and\npractices as utilized in the preparation of the WISCO Financial Statements;\n\n                                       23\n\n\n         (i) made any loan or advance, or assumed, guaranteed, endorsed or\notherwise become liable with respect to the liabilities or obligations of any\nother Person or entity, or permitted any of its assets to be subjected to any\nlien or security interest (except for Permitted Encumbrances);\n\n         (j) granted to any customer any allowance or discount or changed\nits pricing, credit or payment policies other than in the ordinary course of and\nin a manner consistent with past practices for the WISCO Business (except for\nnon-material variations therefrom in the aggregate);\n\n         (k) incurred any indebtedness, liability or obligation (absolute,\naccrued, contingent or otherwise) other than in the ordinary course of and in a\nmanner consistent with past practices for the WISCO Business;\n\n         (l) sold, leased or otherwise disposed of any of its assets or any\nright, title or interest therein other than in the ordinary course of and in a\nmanner consistent with past practices for the WISCO Business;\n\n         (m) made any payment to, or for the benefit of, any present or\nformer Employee, director, officer or shareholder otherwise than at the regular\nrates payable to them, by way of salary, pension, bonus or other remuneration\nconsistent with past practices for the WISCO Business;\n\n         (n) committed to any capital expenditure project or made any\ninvestment, in either case in excess of Five Hundred Thousand Dollars ($500,000)\nnot disclosed to G-P prior to the date of this Agreement; or\n\n         (o) authorized or agreed to do any of the foregoing matters referred to\nin this Section 3.20.\n\n         3.21 INDEBTEDNESS FOR BORROWED MONEY. There is no indebtedness for\nborrowed money included in the WISCO Assumed Liabilities.\n\n         3.22 KNOWLEDGE AS OF CLOSING DATE. The CSK Parties have no Knowledge,\nas of the Closing Date, that any representation or warranty made by G-P in\nArticle IV (and related schedules) is untrue.\n\n         3.23 NO OTHER REPRESENTATIONS OR WARRANTIES. Except for the\nrepresentations and warranties contained in this Article III, no CSK Party nor\nany other Person makes any other express or implied representation or warranty\non behalf of the CSK Parties.\n\n                                       24\n\n\n                                   ARTICLE IV\n                      REPRESENTATIONS AND WARRANTIES OF G-P\n\n         G-P represents and warrants to the CSK Parties and the Company as\nfollows:\n\n         4.1 ORGANIZATION AND QUALIFICATION. G-P is a corporation duly\norganized, validly existing and in good standing under the laws of the State of\nGeorgia and has all requisite corporate power and authority to own and operate\nthe G-P Contributed Assets and to carry on the G-P Business as currently\nconducted. G-P is duly qualified to do business and is in good standing as a\nforeign corporation in the jurisdictions listed on Schedule 4.1, which are the\nonly jurisdictions where the ownership or operation of the G-P Contributed\nAssets or the conduct of the G-P Business requires such qualification, except\nwhere the failure to be so qualified would not have a Material Adverse Effect.\n\n         4.2 CORPORATE AUTHORIZATION. G-P has full corporate power and\nauthority to execute and deliver this Agreement, and to perform its obligations\nhereunder and under any agreement or contract contemplated hereby, including the\nAncillary Agreements. The execution, delivery and performance by G-P of this\nAgreement and the agreements and contracts contemplated hereby has been duly and\nvalidly authorized by all necessary corporate action and no additional corporate\nauthorization is required in connection with the execution, delivery and\nperformance by G-P of this Agreement and the agreements and contracts\ncontemplated hereby.\n\n         4.3 CONSENTS AND APPROVALS. Except as specifically set forth in\nSchedule 4.3 or as required by the HSR Act, no Consent is required to be\nobtained by G-P from, and no notice or filing is required to be given by G-P to\nor made by G-P with, any Governmental Authority or other Person or under any\nContract listed, or required to be listed, on Schedule 4.14 in connection with\nthe execution, delivery and performance by G-P of this Agreement, each of the\nAncillary Agreements, any other agreement or contract contemplated hereby and\nthe contribution of the G-P Contributed Assets, except where the failure to\nobtain any such Consent or Consents, give any such notice or notices or make any\nsuch filing or filings would not have a Material Adverse Effect.\n\n         4.4 NON-CONTRAVENTION. Except as set forth on Schedule 4.3, the\nexecution, delivery and performance by G-P of this Agreement and each of the\nAncillary Agreements, and the consummation of the transactions contemplated\nhereby and thereby, does not and will not (i) violate any provision of the\ncertificate of incorporation or bylaws of G-P; (ii) subject to obtaining the\nConsents referred to in Section 4.3, conflict with, or result in the breach of,\nor constitute a default under, or result in the termination, cancellation or\nacceleration (whether after the filing of notice or the lapse of time or both)\nof any right or obligation of G-P under, or to a loss of any benefit to which\nG-P is entitled under, any Contract or result in the creation of any Encumbrance\n(other than a Permitted Encumbrance) upon any of the G-P Contributed Assets; or\n(iii) assuming compliance with the matters set forth in Section 4.3, violate, or\nresult in a breach of or constitute a default under any Law, rule, regulation,\njudgment, injunction, order, decree or other restriction of any court or\nGovernmental Authority to which G-P is subject, including any Governmental\n\n                                       25\n\n\nAuthorization, except in each case, such matter or matters that would not have a\nMaterial Adverse Effect.\n\n         4.5 BINDING EFFECT. This Agreement constitutes, and each of the\nAncillary Agreements when executed and delivered by the parties thereto will\nconstitute, a valid and legally binding obligation of G-P, enforceable with\nrespect to G-P in accordance with its terms, except as the enforceability\nthereof may be limited or otherwise effected by bankruptcy, insolvency,\nreorganization, moratorium and similar laws of general applicability Relating\nto, or affecting, creditors rights and to general equity principles.\n\n         4.6 FINANCIAL STATEMENTS; ABSENCE OF CERTAIN CHANGES.\n\n         (a) Attached as Schedule 4.6(a) are the following financial\nstatements of the G-P Business: Unaudited Balance Sheet, Statement of Income and\nStatement of Cash Flows, as of and for (i) the years ended December 31, 1997 and\n1998 (the \"G-P Annual Financial Statements\"); and (ii) the period ended April\n30, 1999 (the \"G-P April Financial Statements\"). (Collectively the financial\nstatements described in this Section 4.6(a) shall be referred to as the \"G-P\nFinancial Statements.\")\n\n         (b) Exhibit 3.6(b) sets forth the line items and a definition for\neach such line item contained in each of the G-P Financial Statements.\n\n         (c) The G-P Financial Statements are true and correct in all\nmaterial respects, present fairly the combined financial position and results of\noperation, divisional equity and cash flows of the G-P Business as of the dates\nand for the periods presented, and were prepared in accordance with GAAP applied\non a basis consistent with past practice of the G-P Business. The G-P Financial\nStatements reflect the underlying Books and Records of the G-P Business, which\nare complete and accurate in all material respects. Except as described in the\nfootnotes to the G-P Financial Statements, consistent accounting policies and\naccrual methods were used in all periods presented. All non-recurring or unusual\nincome or expense items over $500,000, as reflected in the 1998 Statement of\nIncome of G-P, have been disclosed in footnotes to the G-P Financial Statements.\n\n         (d) Except as described in the notes to the G-P Financial\nStatements, all accounts receivable reflected on the G-P Financial Statements\nare bona fide receivables, accounted for in accordance with GAAP (including,\nwithout limitation, appropriate reserves), representing amounts due with respect\nto actual transactions in the operation of the G-P Business; it being understood\nthat this representation shall not be deemed to constitute a warranty or\nguaranty that all such accounts receivable shall be collected.\n\n                                       26\n\n\n         4.7 LITIGATION AND CLAIMS. Except as disclosed on Schedule 4.7:\n\n         (a) There is no action (whether civil, criminal or\nadministrative), suit, demand, claim, dispute, hearing, proceeding (including\ncondemnation or other proceeding in eminent domain) or investigation pending or,\nto the Knowledge of G-P, threatened, Related to the G-P Business or any of the\nG-P Contributed Assets or included in the G-P Assumed Liabilities, that\nindividually or in the aggregate is reasonably expected to have a Material\nAdverse Effect.\n\n         (b) None of the G-P Contributed Assets is subject to any order,\nwrit, judgment, award, injunction, or decree of or settlement enforceable in any\ncourt or governmental or regulatory authority of competent jurisdiction or any\narbitrator or arbitrators.\n\n         4.8 TAXES.  Except as disclosed on Schedule 4.8:\n\n         (a) G-P has duly and timely filed (or has caused to be duly and\ntimely filed) taking into account any valid extension of the time for filing,\neach Tax Return required to be filed with any Tax Authority which includes or is\nbased upon the G-P Contributed Assets, or the operations, ownership or\nactivities of the G-P Business, and all Taxes due and payable (whether or not\nshown on or required to be shown on a Tax Return) have been paid prior to their\ndue dates; provided, however, that the representations and warranties set forth\nin this paragraph are made only to the extent that (i) such Taxes are or may\nbecome Encumbrances on the G-P Contributed Assets, or (ii) the Company is or may\nbe liable in the capacity of transferee of the Contributed Assets.\n\n         (b) G-P has duly and timely filed (or has caused to be duly and\ntimely filed), taking into account any valid extension of the time for filing,\neach Tax Return which includes or is based upon the assets, operations,\nownership or activities of the G-P Business, and all Taxes due and payable\n(whether or not shown on or required to be shown on a Tax Return) have been paid\nprior to their due dates.\n\n         (c) None of the G-P Contributed Assets (i) is subject to any lien\n(other than a Permitted Encumbrance) arising in connection with any failure or\nalleged failure to pay any Taxes, (ii) secures any debt the interest on which is\nTax-exempt under Section 103(a) of the Code, (iii) is required to be or is being\ndepreciated under the alternative depreciation system under Section 168(g)(2) of\nthe Code, (iv) is \"limited use property\" with the meaning of Revenue Procedure\n76-30, or (v) will be treated as owned by any other Person pursuant to the\nprovisions of former Section 168(f)(8) of the Code.\n\n         (d) G-P (with respect to the G-P Business) has withheld and paid\nall material Taxes required to have been withheld and paid in connection with\namounts paid or owing to any Employee, independent contractor, creditor,\nshareholder or other party.\n\n         (e) There are no pending, proposed or, to the Knowledge of G-P,\nthreatened audits, assessments or claims from any Tax Authority for\ndeficiencies, penalties or interest against G-P (with respect to the G-P\nContributed Assets or the G-P Business or any of its assets, operations\n\n                                       27\n\n\nor activities); provided, however, that the representations and warranties set\nforth in this paragraph are made only to the extent that (i) such Taxes are or\nmay become Encumbrances on the G-P Contributed Assets, or (ii) the Company is or\nmay be liable in the capacity of transferee of the Contributed Assets.\n\n         (f) None of the G-P Contributed Assets consists of any interest in\nany entity classified as a partnership for United States federal income Tax\npurposes.\n\n         (g) With respect to the G-P Business, G-P does not have and has\nnot had a permanent establishment in any foreign country, as defined in any\napplicable Tax treaty or convention between the United States and such foreign\ncountry.\n\n         4.9 EMPLOYEES, PENSION AND OTHER BENEFIT PLANS.\n\n         (a) Schedule 4.9(a) lists all the Employees who, as of October 1,\n1999, were employed by G-P with respect to the G-P Business, together with their\nrespective positions, years of employment, and rates of remuneration, as of\nAugust 20, 1999.\n\n         (b) Except as disclosed on Schedule 4.9(b), G-P is not a party to\nnor does it sponsor, maintain, or contribute to any Employee Plans that provide\nbenefits to Employees or Retired Employees of the G-P Business.\n\n         (c) G-P has delivered to CSK true, complete and up-to-date copies\nof all documents embodying the G-P Plans including, without limitation, all\namendments thereto, all funding agreements thereunder (including, but not\nlimited to, trust agreements), all summaries of such G-P Plans provided to any\nof their Employees, directors, officers, shareholders or their dependents with\nrespect to the G-P Business, as well as the most recent valuation for each\ndefined contribution retirement plan maintained by G-P and the most recent\nactuarial valuation for each of the G-P Plans for which such valuations are\nrequired. G-P has delivered to CSK a complete written description of all\nunwritten G-P Plans, and will deliver such other documentation with respect to\nany G-P Plan as is reasonably requested by CSK.\n\n         (d) Except as disclosed on Schedule 4.6(a) or Schedule 4.9(d) or\nas set forth in the Human Resources Agreement, the transactions contemplated by\nthis Agreement will not result in any additional payments to, or increase the\nvested interest of, any Employee, Retired Employee, director, officer,\nshareholder, or their dependents under any G-P Plan; and the transactions\ncontemplated by this Agreement will not result in any payment to any Employee or\nRetired Employee, director, officer, or shareholder of G-P which will be subject\nto Section 280G of the Code.\n\n         (e) Each G-P Plan has been established, maintained and\nadministered in substantial compliance with its terms and all related documents\nor agreements and in substantial compliance with applicable provisions of ERISA,\nthe Code, and other applicable Laws.\n\n         (f) Except as disclosed on Schedule 4.9(f), all required employer\ncontributions, premium payments and employee contributions under the G-P Plans\nhave been made and\n\n                                       28\n\n\nremitted to the funding agents or accrued or booked thereunder within the time\nprescribed by any such G-P Plan and the Laws. All insurance premiums required\nwith respect to any G-P Plan, including any premiums payable to the Pension\nBenefit Guarantee Corporation, have been paid, made, accrued or booked within\nthe time prescribed by any such G-P Plan and the applicable Law. All benefits,\nexpenses and other amounts due and payable to or under any G-P Plan, have been\npaid, made, accrued or booked within the time prescribed by any such G-P Plan\nand the Laws. Except as disclosed on Schedule 4.9(f), all of the assets which\nhave been set aside in a trust or account (other than an account which is part\nof G-P's general assets) to satisfy any obligation under any G-P Plan are shown\non the books and records of each such trust and each such account at their fair\nmarket value, such current fair market value as of the last valuation date is\nequal to or exceeds the present value of any obligation under the G-P Plan, and\nthe liabilities for all other obligations under any G-P Plan are accurately set\nforth in the G-P Financial Statements.\n\n         (g) Except as disclosed on Schedule 4.9(g), there is no pending\nor, to the Knowledge of G-P, threatened claim with respect to a G-P Plan (other\nthan routine and reasonable claims for benefits made in the ordinary course of\nthe G-P Business) or with respect to the terms and conditions of employment or\ntermination of employment by any Employee, or Retired Employee, and no audit or\ninvestigation by any governmental or other law enforcement agency is pending or\nhas been proposed with respect to any G-P Plan.\n\n         (h) Except as disclosed on Schedule 4.9(h), no G-P Plan is subject\nto Title IV of ERISA. Neither G-P nor any Related Person has incurred any\nmaterial liability under or pursuant to Title I or IV of ERISA or the penalty,\nexcise tax or joint and several liability provisions of the Code Relating to\nemployee benefit plans and, to the Knowledge of G-P, no event or condition has\noccurred or exists which could result in any material liability to G-P, such\nRelated Person or the Company or a CSK Party under or pursuant to Title I or IV\nof ERISA or such penalty, excise tax or joint and several liability provisions\nof the Code. No G-P Plan has incurred an \"accumulated funding deficiency\" within\nthe meaning of such sections of the Code and ERISA, whether or not waived; and\nno such G-P Plan has been terminated. Except as disclosed on Schedule 4.9(h),\nG-P does not contribute to, or have any obligation to contribute to, a\nmultiemployer plan as defined in Section 4001(a)(3) of ERISA with regard to the\nEmployees or Retired Employees.\n\n         (i) Each of the G-P Plans that is intended to be qualified under\nSection 401(a) of the Code, and the trust, if any, forming a part thereof, has\nreceived a favorable determination letter from the Internal Revenue Service as\nto the qualification of its form under the Code and to the effect that each such\ntrust is exempt from taxation under Section 501(a) of the Code and, to the\nKnowledge of G-P nothing has occurred since the date of such determination\nletter that adversely affects such qualification or tax-exempt status. Except as\ndisclosed in Schedule 4.9(i), all reports and other documents required to be\nfiled with any governmental agency or distributed to plan participants or\nbeneficiaries (including, but not limited to, actuarial reports, audits or Tax\nReturns) have been duly filed or distributed on a timely basis, and copies\nthereof have been or will be furnished to CSK upon reasonable request.\n\n                                       29\n\n\n         4.10 COMPLIANCE WITH LAWS. Except as set forth in Schedule 4.10,\nthe G-P Business is being conducted in compliance with all applicable Laws to\nthe G-P Business and, as of the Closing, the Company will have (subject to\nobtaining the Consents) all Governmental Authorizations necessary for the\nconduct of the G-P Business as currently conducted, except for such\nnon-compliance or the failure to obtain such Consent or Consents which would not\nhave a Material Adverse Effect; it being understood that nothing in this\nrepresentation is intended to address any compliance issue that is the subject\nof the representations and warranties set forth in Sections 4.7, 4.8, 4.9, 4.11,\n4.12, or 4.13 hereof, and that G-P makes no representations in this Section 4.10\nas to the transferability or assignability of any such Governmental\nAuthorizations. G-P has not received written notice that any Governmental\nAuthorization may be suspended, revoked, materially modified or canceled.\n\n         4.11 ENVIRONMENTAL MATTERS.\n\n         (a) Schedule 4.11(a) sets forth a list of all material Environmental\nPermits in connection with the G-P Business.\n\n         (b) Except as would not have a Material Adverse Effect, or as\ndisclosed on Schedule 4.11(b):\n\n                  (i) The Environmental Permits are all the permits, licenses,\ncertificates and authorizations of, and registrations with, any of the\nEnvironmental Authorities pursuant to the Environmental Laws necessary to\nconduct the G-P Business substantially as presently conducted. The Environmental\nPermits are in full force and effect and G-P is in compliance in all respects\nthereunder. The consummation of the transactions contemplated hereunder will not\nrequire any renewal, consent, amendment or other action in connection with any\nof the Environmental Permits. G-P is in compliance with the Environmental Laws\napplicable to the conduct of the G-P Business.\n\n                  (ii) There is no claim, suit, action or other proceeding,\nincluding appeals and applications for review, outstanding or pending against\nG-P pursuant to any of the Environmental Laws Relating to the G-P Business.\n\n                  (iii) G-P has no liability for any release, spill, leakage,\npumping, emission, empty, discharge, injection, escape, leaching, disposal or\ndumping of any Hazardous Substances on or from any of the G-P Real Property,\nexcept in such manner or quantity as would not constitute a violation of any of\nthe Environmental Laws or Environmental Permits.\n\n                  (iv) G-P has maintained all records in respect of the G-P\nBusiness required by the Environmental Laws and Environmental Permits, in the\nmanner and for the time periods as so required.\n\n                  (v) Since June 30, 1994, G-P has received no notice of\ninvestigation or non-compliance or written order from any of the Environmental\nAuthorities, including any notice of contamination or clean-up requirements,\npursuant to any of the Environmental Laws with respect to the G-P Business.\n\n                                       30\n\n\n         (c) G-P has no liability for release of PCB's and other Hazardous\nSubstances into the Fox River, Wisconsin or its associated waterways.\n\n         4.12 INTELLECTUAL PROPERTY.\n\n         (a) Schedule 4.12 sets forth a list and description (including the\ncountry of registration) of all issued or registered U.S., Canadian and Mexican\npatents and trademarks comprising the owned G-P Intellectual Property currently\n(or, to the Knowledge of G-P, within the last 12 months) used in the G-P\nBusiness (other than \"shrink wrap\" consumer software licenses). No third party\nhas rights in, or otherwise has the right to restrict G-P's use of, G-P\nIntellectual Property owned by G-P, and, to G-P's Knowledge, no third party has\nrights in, or otherwise has the right to restrict the Company's use of the G-P\nIntellectual Property as of and following the Closing.\n\n         (b) To the Knowledge of G-P, no product, component, method,\nprocess, or material (including computer software) used, sold or manufactured by\nthe G-P Business infringes on, misappropriates, or otherwise violates a valid\nand enforceable intellectual property right of any other Person.\n\n         (c) There are no demands, actions or proceedings pending or, to\nthe Knowledge of G-P, threatened, against G-P Relating to the G-P Business\nalleging infringement, misappropriation or violation of any intellectual\nproperty right of any other Person, and, to the Knowledge of G-P, no Person is\ninfringing, misappropriating, challenging, or violating, the Intellectual\nProperty owned by G-P, except for challenges, infringements, misappropriation or\nviolations which, individually or in the aggregate, would not have a Material\nAdverse Effect.\n\n         (d) All of the G-P Intellectual Property will be licensed to the\nCompany at Closing, except to the extent certain Intellectual Property used by\nG-P to provide services under the Operational Support Agreement is specifically\nexcluded thereunder. G-P agrees that Intellectual Property provided under the\nOperational Support Agreement will be provided to the Company on and after\nClosing on the same terms and conditions under which it was available to the G-P\nBusiness prior to the Closing in accordance with the terms of the Transition\nServices Agreement.\n\n         (e) Schedule 4.12(e) sets forth G-P's efforts at addressing the\nYear 2000 issue in the G-P Business. The information set forth therein is\naccurate as of the date hereof, in all material respects. G-P has developed and\nbegun implementing a Project Plan to remediate and\/or replace Computer Systems\nthat are used or relied upon in the G-P Business but are not Year 2000 Ready.\nSuch remediation and\/or replacement is scheduled to be completed in 1999.\n\n         4.13 LABOR MATTERS.  Except as disclosed on Schedule 4.13:\n\n         (a) As of the date hereof, G-P is not a party to any labor or\ncollective bargaining agreement or similar agreement with respect to Employees\nof the G-P Business, no such Employees are represented by any labor organization\nand, to the Knowledge of G-P, there are no organizing or de-certification\nactivities (including any demand for recognition or certification\n\n                                       31\n\n\nproceedings pending or threatened to be brought or filed with the National Labor\nRelations Board or other labor relations tribunal) involving the G-P Business;\n\n         (b) As of the date hereof, there are no strikes, work stoppages,\nslowdowns, lockouts, unfair labor practice charges pending or, to the Knowledge\nof G-P, threatened against or involving the Employees of the G-P Business;\n\n         (c) There are no complaints, charges, claims or grievances against G-P\npending or, to the Knowledge of G-P, threatened to be brought or filed with any\nGovernmental Authority, arbitrator or court based on or arising out of the\nemployment by G-P of any Employee of the G-P Business, except for those which,\nindividually or in the aggregate, would not have a Material Adverse Effect;\n\n         (d) G-P is in compliance with all Laws Relating to the employment of\nlabor, including all such Laws Relating to wages, hours, collective bargaining,\ndiscrimination, civil rights, safety and health, immigration, workers'\ncompensation, layoffs, and the collection and payment of withholding and\/or\nSocial Security Taxes and similar Taxes, except where the failure to be in\ncompliance would not have a Material Adverse Effect; and\n\n         (e) G-P has given all notices required to be given prior to the Closing\nDate under WARN Obligations Relating to any plant closing or mass layoff that\noccurred during the 90 days immediately preceding the Effective Time pertaining\nto the G-P Business.\n\n         4.14 CONTRACTS. Schedule 4.14 sets forth a list, as of the date hereof,\nof each Contract that is Related to the G-P Business other than (a) G-P Real\nProperty Leases, which are listed on Schedule 4.15, and collective bargaining\nagreements, which are listed on Schedule 4.13, (b) purchase orders or similar\nagreements for the purchase or sale of goods or services in the ordinary course\nof business, (c) confidentiality agreements entered into in the ordinary course\nof business in connection with the purchase and sale of Inventory, and (d) any\nContract which requires a payment or imposes an obligation on either party\nthereto of less than $1,000,000 in the aggregate. Schedule 4.14 also identifies\nany Contract that contains a non-compete covenant or similar provision that\ncould materially restrict the Company in its conduct of the G-P Business\nfollowing Closing, any employment agreement with any Employee of the G-P\nBusiness, any employment agreement included in the G-P Contributed Assets or G-P\nAssumed Liabilities, any Contract between any Affiliates of G-P, on one hand,\nand G-P on the other hand, any agreements Related to payments in lieu of taxes,\nany agreement or license Related to Intellectual Property (other than \"shrink\nwrap\" consumer software licenses), leases and license agreements for any\nComputer Systems (other than \"shrink wrap\" consumer software licenses), all\nmaterial agreements for telecommunications voice (including without limitation,\nlocal, long distance and toll free service) and data services, Internet access,\nhosting and use services. Each Contract set forth on Schedule 4.14 is a valid\nand binding agreement of G-P and, to the Knowledge of G-P, is in full force and\neffect. Except as otherwise provided in Schedule 4.14, G-P is not, and, to G-P's\nKnowledge, no other party thereto is, in default in any material respect under\nany Contract listed on Schedule 4.14 or any collective bargaining agreement\nlisted on Schedule 4.13.\n\n                                       32\n\n\n         4.15 REAL ESTATE LEASES. Schedule 4.15 sets forth a list, as of the\ndate hereof, of each material written G-P Real Estate Lease with a term of more\nthan one month that is Related to the G-P Business. Each G-P Real Estate Lease\nset forth on Schedule 4.15 is a valid and binding agreement of G-P and is in\nfull force and effect. There are no defaults under any G-P Real Estate Lease\nlisted on Schedule 4.15 which defaults have not been cured or waived and which\nwould, individually or in the aggregate, have a Material Adverse Effect.\n\n         4.16 ENTIRE BUSINESS; TITLE TO PROPERTY\n\n         (a) Except as set forth in Schedule 4.16(a) and Schedule 4.6(a),\nthe G-P Contributed Assets, the G-P Retained Assets (including cash and cash\naccounts, disbursement accounts, invested securities and other short and medium\nterm investments, the G-P Marks, the G-P Plans, and G-P's insurance policies),\nand the rights specifically provided or made available to the Company under the\nAncillary Agreements, include all of the buildings, machinery, equipment and\nother assets (whether tangible or intangible) necessary for the Company\nimmediately after Closing to conduct in all material respects the G-P Business\nas conducted as of the date hereof, and as conducted during the 12-month period\nprior to the date hereof (subject to changes expressly permitted by the terms\nhereof to be made after the date hereof); provided, however, that no\nrepresentation is made as to the assignability of Government Authorizations.\n\n         (b) G-P has good (and, in the case of its Owned Real Property,\nmarketable) title to, or a valid and binding leasehold interest in, the G-P\nContributed Assets, free and clear of all Encumbrances, except (i) as set forth\nin Schedule 4.16(b) and (ii) any Permitted Encumbrances.\n\n         (c) G-P Contributed Assets do not include any equity interest in\nany Subsidiary.\n\n         (d) The G-P Contributed Assets are in good operating condition and\nrepair (subject to normal wear and tear). Except as set forth on Schedule\n4.16(d), to G-P's Knowledge, there are no material structural or mechanical\ndefects with respect to any buildings, improvements or equipment included in the\nG-P Contributed Assets, which defects are reasonably likely to have a Material\nAdverse Effect.\n\n         4.17 FINDER'S FEES. Except for Morgan Stanley Dean Witter Co.,\nwhose fees will be paid by G-P, there is no investment banker, broker or finder\nwhich has been retained by or is authorized to act on behalf of G-P who might be\nentitled to any fee or commission from G-P or the Company in connection with the\ntransactions contemplated by this Agreement.\n\n         4.18 INSURANCE. Schedule 4.18 attached hereto sets forth the\nfollowing information with respect to each insurance policy to which G-P, with\nrespect to the G-P Business, has been a party, a named insured, or otherwise the\nbeneficiary of coverage at any time with in the past five years:\n\n         (a) the name of the insurer, the name of the policyholder, and the name\nof each covered insured;\n\n                                       33\n\n\n         (b) the scope, period and amount of coverage; and\n\n         (c) a description of any retroactive premium adjustments or other\nloss-sharing arrangements.\n\nSchedule 4.18 also describes any self insurance arrangements affecting the G-P\nBusiness. As of the date hereof, G-P has not received any written notice of any\nretroactive premium increase or assessment applicable to the G-P Business.\nExcept as disclosed on Schedule 4.18, all of such policies are in full force and\neffect.\n\n         4.19 NO UNDISCLOSED LIABILITIES. With respect to the G-P Business,\nG-P does not have any obligations or liabilities (whether accrued, absolute,\ncontingent, unliquidated or otherwise, whether or not known to G-P, whether due\nor to become due and regardless of when asserted) arising out of transactions\nentered into at or prior to the Closing, or any action or inaction at or prior\nto the Closing, or any state of facts existing at or prior to the Closing other\nthan: (a) liabilities set forth on G-P's Financial Statements (including any\nnotes thereto, if any); (b) liabilities and obligations arising from or in\nconnection with matters disclosed pursuant to G-P's representations and\nwarranties in this Agreement or in the Disclosure Schedules (none of which,\nexcept as set forth on Schedule 4.7, is a liability resulting from a breach of\ncontract, breach of warranty, tort, infringement claim or lawsuit), other than\nliabilities and obligations arising from or in connection with matters disclosed\npursuant to Section 4.11; (c) liabilities and obligations arising from or in\nconnection with matters disclosed pursuant to Section 4.11; (d) liabilities and\nobligations which have arisen after April 30, 1999 in the ordinary course of\nbusiness (none of which, except as set forth on Schedule 4.7, is a liability\nresulting from a breach of contract, breach of warranty, tort, infringement\nclaim or lawsuit); and (e) such other liabilities or obligations that do not\nhave a Material Adverse Effect.\n\n\n         4.20 NO MATERIAL ADVERSE CHANGE. Except as disclosed on Schedule 4.20,\nsince April 30, 1999, G-P has conducted the G-P Business in the ordinary course\nand in a manner consistent with the practices applied during the periods\nspecified in the G-P Financial Statements, and there has been no Material\nAdverse Effect in the G-P Business. Except as set forth on Schedule 4.20, and\nexcept as such does not have a Material Adverse Effect, G-P has not with respect\nto the G-P Business:\n\n         (a) been a party to any corporate reorganization, restructuring or\nmerger or amalgamation or amended its certificate or articles of incorporation\nor bylaws;\n\n         (b) declared or paid any dividend or declared or made any other\ndistribution (whether in cash, stock or property) on any of the shares of its\ncapital stock;\n\n         (c) incurred or discharged any obligation or liability (whether\naccrued, absolute or contingent) other than in the ordinary course of and in a\nmanner consistent with past practices for the G-P Business;\n\n                                       34\n\n\n         (d) entered into any transaction, contract, agreement, indenture,\ninstrument or commitment other than in the ordinary course of and in a manner\nconsistent with past practices for the G-P Business;\n\n         (e) suffered or incurred any material damage, destruction, loss or\nliability (whether or not covered by any insurance);\n\n         (f) experienced any strike, lockout or other labor trouble such as slow\ndown or work stoppage, or any loss of any of its key Employees, customers,\nsuppliers or distributors;\n\n         (g) suffered any shortage or cessation or interruption of raw\nmaterials, supplies or utilities that could have a Material Adverse Effect on\nthe G-P Business;\n\n         (h) made any change in its accounting principles, policies and\npractices as utilized in the preparation of the G-P Financial Statements;\n\n         (i) made any loan or advance, or assumed, guaranteed, endorsed or\notherwise become liable with respect to the liabilities or obligations of any\nother Person or entity, or permitted any of its assets to be subjected to any\nlien or security interest (except for Permitted Encumbrances);\n\n         (j) granted to any customer any allowance or discount or changed its\npricing, credit or payment policies other than in the ordinary course of and in\na manner consistent with past practices for the G-P Business (except for\nnon-material variations therefrom in the aggregate;\n\n         (k) incurred any indebtedness, liability or obligation (absolute,\naccrued, contingent or otherwise) other than in the ordinary course of and in a\nmanner consistent with past practices for the G-P Business;\n\n         (l) sold, leased or otherwise disposed of any of its assets or any\nright, title or interest therein other than in the ordinary course of and in a\nmanner consistent with past practices for the G-P Business;\n\n         (m) made any payment to, or for the benefit of, any present or former\nEmployee, director, officer or shareholder otherwise than at the regular rates\npayable to them, by way of salary, pension, bonus or other remuneration\nconsistent with past practices for the G-P Business;\n\n         (n) committed to any capital expenditure project or made any\ninvestment, in either case in excess of Five Hundred Thousand Dollars ($500,000)\nnot disclosed to CSK prior to the date of this Agreement; or\n\n         (o) authorized or agreed to do any of the foregoing matters referred to\nin this Section 4.20.\n\n                                       35\n\n\n         4.21 INDEBTEDNESS FOR BORROWED MONEY There is no indebtedness for\nborrowed money included in the G-P Assumed Liabilities.\n\n         4.22 KNOWLEDGE AS OF CLOSING DATE. G-P has no Knowledge, as of the\nClosing Date, that any representation or warranty made by the CSK Parties in\nArticle III (and related schedules) is untrue.\n\n         4.23 ORGANIZATION OF COMPANY. The Company is a limited liability\ncompany, duly organized, validly existing and in good standing under the laws of\nthe State of Delaware.\n\n         4.24 AUTHORIZATION OF COMPANY. The Company has full limited liability\ncompany power and authority to execute and deliver this Agreement, and to\nperform its obligations hereunder and under any agreement or contract\ncontemplated hereby, including the Ancillary Agreements. The execution, delivery\nand performance by the Company of this Agreement and the agreements and\ncontracts contemplated hereby has been duly and validly authorized and no\nadditional limited liability company authorization or consent is required in\nconnection with the execution, delivery and performance by the Company of this\nAgreement and the agreements and contracts contemplated hereby.\n\n         4.25 ACTIVITIES OF COMPANY. Other than entering into this Agreement and\nthe agreements and contracts contemplated hereby, the Company has not entered\ninto any agreements or conducted any other business.\n\n         4.26 NO OTHER REPRESENTATIONS OR WARRANTIES. Except for the\nrepresentations and warranties contained in this Article IV, neither G-P, nor\nany other Person makes any other express or implied representation or warranty\non behalf of G-P.\n\n\n                                    ARTICLE V\n                                    COVENANTS\n\n\n         5.1      COVENANTS REGARDING EMPLOYEES.\n\n         (a) At the Closing, G-P, the CSK Parties and the Company shall enter\ninto the Human Resources Agreement, and shall take all actions required by them\npursuant to such Human Resources Agreement.\n\n         (b) CSK shall retain sponsorship of the CSK Plans, and neither the\nCompany nor G-P shall be entitled to any assets or be liable for any obligations\nof the CSK Plans except as provided in the Human Resources Agreement.\n\n                                       36\n\n\n         (c) G-P shall retain sponsorship of the G-P Plans and no CSK Party\nshall be entitled to any assets or be liable for any obligations of the G-P\nPlans except as provided in the Human Resources Agreement.\n\n         5.2 COMPLIANCE WITH WARN AND SIMILAR LAWS. The Company will timely give\nall notices required to be given with respect to WARN Obligations Relating to\nactions taken on and after the Closing Date.\n\n         5.3 FURTHER ASSURANCES. At any time after the Closing Date, the CSK\nParties, G-P and the Company shall promptly execute, acknowledge and deliver any\nother assurances or documents reasonably requested by the Company, G-P or the\nCSK Parties, as the case may be, and necessary for them or it to satisfy their\nor its respective obligations hereunder or obtain the benefits contemplated\nhereby. Without limiting the generality of the foregoing, the Company agrees\nthat if any of the Contributed Subsidiaries are found to own assets that are not\npart of the WISCO Contributed Assets, or if any Retained Assets are\ninadvertently transferred to the Company, the Company shall transfer such assets\nto G-P or the appropriate CSK Party, as applicable, at G-P's or such CSK Party's\nexpense, as applicable, but without consideration. If after the Closing either\nthe Company, a CSK Party or G-P identifies any assets of any CSK Party or G-P\nthat Relates to the Business and is not a Retained Asset of the CSK Party or GP,\nthe party retaining any such assets shall transfer such assets to the Company at\nthe transferring party's expense without further consideration.\n\n         5.4 USE OF G-P INTELLECTUAL PROPERTY AND CSK MARKS. At Closing, G-P\nshall provide to the Company a non-exclusive license, substantially in the form\nset forth in Schedule 5.4(a) hereto, to use the G-P Intellectual Property.\n\n         5.5 CERTAIN MATTERS RELATED TO RETAINED AND ASSUMED LIABILITIES.\n\n          (a) With respect to all Retained Liabilities and in particular\nindemnification under Sections 7.2(a)(ii) and 7.3(a)(ii), the Company shall, at\nthe expense of the CSK Parties or G-P as applicable, provide reasonable\ncooperation including providing the CSK Parties or G-P, as applicable, as\npromptly as practicable with any notices and other information received by the\nCompany as well as all relevant materials, information and data requested by the\nCSK Parties or G-P, as applicable, including reasonable access (without charge)\nto Employees of the Company and to the Real Property.\n\n          (b) With respect to all Assumed Liabilities, G-P or the CSK Parties,\nas the case may be, shall, at the Company's expense, reasonably cooperate with\nthe Company, provide the Company as promptly as possible with any notices and\nother information received by such parties as well as all relevant materials,\ninformation and data requested by the Company and shall grant the Company,\nwithout charge, reasonable access to Employees of the CSK Parties or G-P, as\napplicable.\n\n         5.6      INTERCOMPANY AGREEMENTS.\n\n                                       37\n\n\n         (a) As of the Effective Time, G-P shall terminate and shall cause its\nAffiliates to terminate, any and all agreements between G-P and its Affiliates\nto the extent such agreements Relate to the G-P Business, except as contemplated\nin the Ancillary Agreements. Without limiting the foregoing, all intercompany\nloans between G-P and any of its Affiliates Relating to the G-P Business shall\nbe paid or otherwise eliminated prior to the Effective Time.\n\n         (b) As of the Effective Time, the CSK Parties shall terminate and shall\ncause its Affiliates to terminate, any and all agreements between any of the CSK\nParties and its Affiliates to the extent such agreements Relate to the WISCO\nBusiness, except as contemplated in the Ancillary Agreements. Without limiting\nthe foregoing, all intercompany loans between the CSK Parties and any of its\nAffiliates Relating to the WISCO Business shall be paid or otherwise eliminated\nprior to the Effective Time.\n\n         5.7 RECORDS AND RETENTION AND ACCESS. The Company shall keep and\npreserve in an organized and retrievable manner the Books and Records it\nreceives from either party for at least seven years from the Closing Date. The\nCompany shall neither dispose of nor destroy such Books and Records without\nfirst offering to turn over possession thereof to the party that contributed\nsuch Books and Records by written notice to such party at least thirty (30) days\nprior to the proposed date of such disposition or destruction. While such Books\nand Records remain in existence, each party shall allow the other party, its\nrepresentatives, attorneys and accountants, at the requesting party's expense,\naccess to the Books and Records upon reasonable request and advance notice and\nduring normal business hours for the purpose of interviewing, examining and\ncopying in connection with such parties' preparation of financial statements.\n\n         5.8 INSURANCE.\n\n         (a) G-P and the CSK Parties shall use commercially reasonable efforts\nto assign to the Company, to the fullest extent, all of the benefits and rights\nunder any insurance policies held by them and\/or any of their Affiliates with\nrespect to any Losses arising out of, Related to or in connection with the\nContributed Assets, the Assumed Liabilities and their respective Businesses\n(other than benefits and rights to the extent Related to Retained Assets or\nLiabilities) with respect to events occurring prior to the Closing Date (it\nbeing understood that to the extent rights under such insurance policies include\nclaims for Losses related to Contributed Assets, then such claims shall be\nreflected as an insurance receivable on the Closing Working Capital Statement).\nThe Company shall have the right to such benefits and rights only to the extent\nactually paid or payable, and exclusive of any deductibles (including pass\nthrough deductibles for which either party or any Affiliate of such party is\nrequired to reimburse the insurer). To the extent such assignment is not\npermitted, G-P or the CSK Parties, as applicable, shall use commercially\nreasonable efforts on the Company's behalf to obtain such proceeds or benefits\nfor the Company, or otherwise to provide the Company with the benefit equivalent\nto that which would have been available had such assignment been permitted.\n\n         (b) The CSK Parties and G-P shall cooperate with the Company in\nobtaining insurance policies for the Business to be in effect from and after\nClosing. Notwithstanding such\n\n                                       38\n\n\nassistance, all decisions with respect to such policies shall be made solely by\nthe Company, and neither the CSK Parties nor G-P shall have any liability,\nwhether to the Company or to any other Person, whether as an advisor, broker or\notherwise, under any other theory, in connection with providing such assistance\nand cooperation. The CSK Parties and G-P make no assurances whatsoever with\nrespect to such insurance coverage, including the availability or price thereof.\n\n         5.9 SPECIAL CSK RETAINED LIABILITY. Notwithstanding Section 2.1(a)\nhereof, CSK shall retain and be solely responsible for, and CSK and WISCO shall\nindemnify and hold harmless the Company, G-P and all G-P Affiliates from and\nagainst, any and all costs, liabilities, damages, expenses or Losses of any kind\nwhatsoever which may be incurred by or assessed against any of them arising out\nof or in any way related to the release, spill, leak, pumping, pouring,\nemitting, emptying, discharge, injecting, escaping, leaching, dumping, disposal\nor arranging for disposal (hereinafter \"release\") of (i) PCBs and\/or any other\nHazardous Substance into, on or around the Fox River in Wisconsin and its\nassociated waterways by any CSK Parties, and (ii) PCBs into, on or around any\nlandfill, disposal site or dump located in Wisconsin, by CSK, WISCO or any of\ntheir Affiliates or successors or predecessors in interest (the \"Fox River\nLiability\"). The Company shall provide reasonable cooperation to CSK, WISCO and\ntheir predecessors or successors in interest in their defense of any liability\nfor the release of PCBs and\/or other Hazardous Substances into, on or around the\nFox River and its associated waterways, and all costs incurred by the Company in\nso cooperating will be reimbursed to it by CSK or WISCO. Such indemnification\nshall not be limited by any Survival Period, Deductible or WISCO Cap set forth\nin Article VII. For purposes of this Section 5.9, the term \"Fox River Liability\"\nshall not include liability for dumping or disposal of Hazardous Substances by\nWISCO at the Vinland #1 and #2 disposal sites owned by WISCO.\n\n         5.10 PREPARATION OF REGISTRATION STATEMENT. As soon as practicable\nafter the execution and delivery of this Agreement, the Company and G-P shall\nprepare and file with the Securities and Exchange Commission the Registration\nStatement in connection with the registration under the Securities Act of debt\nto be incurred by the Company to refinance the Company Debt. The CSK Parties\neach shall cooperate to the extent such cooperation is reasonably required to\nfile such Registration Statement; provided that the CSK Parties shall not be\nrequired to execute any documents other than a WISCO debt indemnity as\ncontemplated in the Operating Agreement.\n\n         5.11 USE OF WISCO NAME. As soon as practicable and in any event within\nthree months following the Closing, WISCO shall change its corporate name, and\nimmediately following the Closing neither WISCO, CSK nor any Subsidiary or\nAffiliate of CSK shall make use of the names \"Wisconsin Tissue Mills\",\n\"Wisconsin Tissue\" or \"WISCO\" or any names confusingly similar to such names\nother than in connection with the defense of litigation.\n\n         5.12 PRORATION OF CERTAIN CHARGES. The following charges and payments\nmay be prorated on a per diem basis and apportioned between each party\ntransferring Contributed Assets on the one hand and the Company on the other, as\nof the Closing Date: property taxes, utility charges, prepaid items, license and\npermit fees, and similar charges imposed with respect to the Contributed Assets.\nTo the extent not reflected on the Final Working Capital Statement, each\n\n\n                                    39\n\n\nparty transferring Contributed Assets shall be liable for (and shall reimburse\nthe Company to the extent the Company shall have paid) that portion of such\ncharges Relating to, or arising in respect to, periods on or prior to the\nClosing Date, and the Company shall be liable for (and shall reimburse the Party\ncontributing such assets to the extent the contributing party shall have paid)\nthat portion of the charges Relating to, or arising in respect to, periods after\nthe Closing Date.\n\n\n                                   ARTICLE VI\n                              CONDITIONS TO CLOSING\n\n[Intentionally Deleted]\n\n\n                                   ARTICLE VII\n                            SURVIVAL; INDEMNIFICATION\n\n         7.1 SURVIVAL. The representations and warranties contained in this\nAgreement shall survive the Closing (regardless of any investigation, inquiry or\nexamination made by or on behalf of, or any Knowledge of any party hereto or the\nacceptance of any party or on its behalf of a certificate and opinion) for the\nrespective periods (each, a \"Survival Period\") set forth in this Section 7.1.\nAll of the representations and warranties of the CSK Parties and G-P contained\nin this Agreement and all claims and causes of action with respect thereto shall\nterminate on April 30, 2001, except that (a) the representations and warranties\nset forth in Section 3.11, 3.19(c) and 4.11(a)-(b) shall terminate upon the\nexpiration of the 36 month period commencing on the Closing Date, (b) the\nrepresentations and warranties set forth in Sections 3.8, 3.9, 3.12, and 4.8,\n4.9, and 4.12 shall survive until the expiration of the applicable statute of\nlimitation (including any extension thereof), and (c) the representations and\nwarranties set forth in Sections 3.1, 3.2, 3.5, 3.17, and 4.1, 4.2, 4.5,\n4.11(c), and 4.17 shall have no expiration date. Any claim for indemnification\nfor breach of a representation and warranty must be made during the applicable\nSurvival Period. In the event notice (within the meaning of Section 7.5(a)) of\nany claim for indemnification for a breach of a representation or warranty is\ngiven within the applicable Survival Period, an Indemnifying Party's obligations\nwith respect to such indemnification claim shall survive until such time as such\nclaim is finally resolved.\n\n         7.2 INDEMNIFICATION BY G-P.\n\n         (a) G-P shall indemnify, defend and hold harmless CSK, WISCO, their\nAffiliates and, if applicable, their respective directors, officers,\nshareholders, partners, members, attorneys, accountants, agents and Employees\nand their heirs, successors and assigns (the \"WISCO Indemnified Parties\") and\nthe Company from, against and in respect of any damages, claims, losses,\ncharges, actions, suits, proceedings, deficiencies, Taxes, interest, penalties,\nand reasonable costs and expenses (including reasonable attorneys' fees, removal\ncosts, remediation costs, closure costs, fines, penalties and expenses of\ninvestigation and ongoing monitoring) (collectively, the \"Losses\") imposed on,\nsustained, incurred or suffered by or asserted against any\n\n                                       40\n\n\nof the WISCO Indemnified Parties or the Company, directly or indirectly,\nRelating to or arising out of:\n\n         (i)      subject to Section 7.2(b), any breach of any representation or\n                  warranty made by G-P in this Agreement;\n\n         (ii)     the G-P Retained Liabilities; and\n\n         (iii)    the breach of any covenant or agreement of G-P contained in\n                  this Agreement.\n\n         (b) G-P shall not be liable to the WISCO Indemnified Parties or the\nCompany for any Losses with respect to the matters contained in Section\n7.2(a)(i) (other than the representation in Section 4.6) until the Losses\ntherefrom first exceed an aggregate amount equal to $3,760,000 (the \"G-P\nDeductible\"), and in that event, G-P shall be liable for all Losses in excess\nthereof up to an aggregate amount equal to 50% of the value of the G-P Business\nas set forth in Section 2.8(a) hereof (the \"G-P Cap\"); PROVIDED, HOWEVER, that\nthe G-P Deductible and the G-P Cap shall not apply to claims arising out of the\nbreach of a representation or warranty, if such representation or warranty was\nmade fraudulently by G-P or if such representation or warranty was, to the\nKnowledge of G-P, false at the time made.\n\n         7.3      INDEMNIFICATION BY CSK.\n\n         (a) CSK and its Affiliates shall indemnify, defend and hold harmless\nG-P, its Affiliates and, if applicable, their respective directors, officers,\nshareholders, partners, members, lenders, attorneys, accountants, agents and\nEmployees and their heirs, successors and assigns (the \"G-P Indemnified\nParties\") and the Company from, against and in respect and to the extent of any\nLosses imposed on, sustained, incurred or suffered by or asserted against each\nof the G-P Indemnified Parties or the Company, directly or indirectly, Relating\nto or arising out of:\n\n         (i)      subject to Section 7.3(b), any breach of any representation or\n                  warranty made by any CSK Party in this Agreement;\n\n         (ii)     the WISCO Retained Liabilities; and\n\n         (iii)    the breach of any covenant or agreement of any CSK Party\n                  contained in this Agreement.\n\n         (b) CSK shall not be liable to the G-P Indemnified Parties or the\nCompany for any Losses with respect to the matters contained in Section\n7.3(a)(i) (other than the representation in Section 3.6) until the Losses\ntherefrom first exceed an aggregate amount equal to $7,750,000 (the \"WISCO\nDeductible\"), and in that event, WISCO shall be liable for all Losses in excess\nthereof paid or suffered by G-P or the Company up to an aggregate amount equal\nto 50% of the value of the WISCO Business as set forth in Section 2.8 hereof\n(the \"WISCO Cap\"); PROVIDED, HOWEVER, that the WISCO Deductible and the WISCO\nCap shall not apply to claims arising out of the\n\n                                       41\n\n\nbreach of a representation or warranty, if such representation or warranty was\nmade fraudulently by WISCO or if such representation or warranty was, to the\nKnowledge of WISCO, false at the time made.\n\n         7.4 INDEMNIFICATION BY THE COMPANY.\n\n                  The Company shall indemnify, defend and hold harmless the G-P\nIndemnified Parties or the WISCO Indemnified Parties, as the case may be, from\nand against and in respect and to the extent of any Losses imposed on,\nsustained, incurred or suffered by or asserted against either the G-P\nIndemnified Parties or the WISCO Indemnified Parties, directly or indirectly,\nRelating to or arising out of (i) the breach of any covenant or agreement of the\nCompany in this Agreement; or (ii) the Assumed Liabilities; provided that the\nCompany shall have no indemnification obligations hereunder for any Losses\nresulting from a payment of a claim made pursuant to clauses (i) and (ii) above\nand incurred or suffered by any Person solely in such Person's capacity as a\nmember of the Company, equity owner or debt holder of the Company, including\nLosses for diminution of the value of such equity, debt or member interest.\n\n         7.5 INDEMNIFICATION PROCEDURES.\n\n         (a) Any Indemnified Person making a claim for indemnification pursuant\nto Section 7.2, 7.3 or 7.4 above (an \"Indemnified Party\") must give the party\nfrom whom indemnification is sought (an \"Indemnifying Party\") notice of such\nclaim (in a manner consistent with Section 10.1 hereof) describing such claim\nwith reasonable particularity and the nature and amount of the Loss to the\nextent that the nature and amount of such Loss is known at such time (an\n\"Indemnification Claim Notice\") promptly after the Indemnified Party receives\nany written notice of any action, lawsuit, proceeding, investigation or other\nclaim (a \"Proceeding\") against or involving the Indemnified Party by a\nGovernmental Authority or other third party or otherwise discovers the\nliability, obligations or facts giving rise to such claim for indemnification;\nprovided that the failure to notify or delay in notifying an Indemnifying Party\nwill not relieve the Indemnifying Party of its obligations pursuant to Section\n7.2, 7.3 or 7.4, as applicable, except to the extent that (and only to the\nextent that) such failure shall have (i) caused or materially increased the\nIndemnifying Party's liability, (ii) resulted in the forfeiture by the\nIndemnifying Party of substantial rights and defenses or (iii) otherwise\nmaterially prejudiced the Indemnifying Party.\n\n         (b) The Indemnifying Party shall have 30 days from the date the\nIndemnification Claim Notice is deemed given pursuant to Section 10.1 hereof\n(the \"Notice Period\") to notify the Indemnified Party (i) whether or not the\nIndemnifying Party disputes the liability of the Indemnifying Party to the\nIndemnified Party with respect to such claim or demand and (ii) whether or not\nit desires to defend the Indemnified Party against such claim or demand.\n\n         (c) If (i) the Indemnifying Party agrees in writing that the subject\nmatter of the claim is subject to indemnification under this Article VII and\n(ii) the claim for indemnification does not relate to a matter (A) that, if\ndetermined adversely, could reasonably be expected to expose the Indemnified\nParty to criminal prosecution or penalties, (B) that, if determined adversely,\ncould\n\n                                       42\n\n\nreasonably be expected to result in the imposition of a consent order,\ninjunction or decree which would significantly restrict the activity or conduct\nof the Indemnified Party or any Affiliate thereof, or (C) as to which the\nIndemnified Party shall have reasonably concluded, in good faith, after\nconsultation with the Indemnifying Party, that such representation is likely to\nresult in a conflict of interest or materially jeopardize the viability of such\ndefense, then the Indemnifying Party shall have the right to defend the\nIndemnified Party by appropriate proceedings and shall have the sole power to\ndirect and control such defense. If any Indemnified Party desires to participate\nin any such defense, it may do so at its sole cost and expense.\n\n         (d) If the claim relates to a matter for which both the Indemnifying\nParty and any Indemnified Party could be liable or responsible hereunder, such\nas a Loss for which both parties could be partially liable due to the applicable\nCap and the Deductible, the Indemnifying Party and the Indemnified Parties shall\ncooperate in good faith in the defense of such action. In such event, no party\nshall settle any claim without the prior consent of the other party (which\nconsent shall not be unreasonably withheld); provided, however, that neither an\nIndemnified Party nor an Indemnifying Party shall be required to consent to any\nsettlement if the proposed settlement (i) does not provide for a full release of\nall claims against such party, (ii) is on a basis which would result in the\nimposition of a consent order, injunction or decree or any other restriction on\nthe activity or conduct of such party, or (iii) is on a basis which could, in\nsuch party's judgment, expose such party to criminal liability or requires an\nadmission of wrongdoing by such party. If an Indemnified Party or an\nIndemnifying Party does not consent to a definitive settlement proposed by the\nother party (with respect to which a settlement agreement has been agreed to by\nall parties other than such party) which settlement satisfies the foregoing\nclauses (i) through (iii), then the party declining such settlement shall\nthereafter have full control of the defense of such claim, and the maximum\nliability of the party that proposed such settlement shall be as though such\nmatter had settled on the terms so proposed, including the amount of the\nproposed settlement, together with all legal costs and expenses incurred in\nconnection with such matter through and including the proposed settlement date.\nFor purposes of Section 7.2 or 7.3, the actual amount of the Loss up to the\namount of such party's maximum liability (determined in accordance with the\npreceding sentence) shall be the amount of the Loss of such Party for purposes\nof determining whether the applicable Deductible has been met. Notwithstanding\nanything in Section 7.2 or 7.3 to the contrary, if an Indemnified Party and all\nother parties other than the Indemnifying Parties have reached a definitive\nsettlement agreement which satisfies the foregoing clauses (i) through (iii),\nthe amount of the Loss for purposes of determining whether the applicable Cap\nhas been met shall equal the amount contemplated by such definitive settlement\nregardless of the actual amount of such Loss. If the parties agree to the\nsettlement, the relative liabilities of the parties for such Losses shall be\ndetermined as provided in the other provisions of this Article VII.\n\n         (e) All costs and expenses incurred by the Indemnifying Party in\ndefending a claim or demand under Section 7.4(c), and all costs and expenses\nincurred by the Indemnified Party in defending a claim or demand which the\nIndemnifying Party has elected not to defend (including by virtue of its failure\nto give timely notice to the Indemnified Party) or is not permitted to defend\nunder Section 7.4(c) shall be a liability of, and shall be paid by, the\nIndemnifying Party, subject to any applicable Deductible and Cap.\n\n                                       43\n\n\n         (f) To the extent the Indemnifying Party shall direct, control or\nparticipate in the defense or settlement of any third-party claim or demand, the\nIndemnified Party will give the Indemnifying Party and its counsel access to,\nduring normal business hours, the relevant business records and other documents,\nand shall permit them to consult with the Employees and counsel of the\nIndemnified Party. The Indemnifying Party and Indemnified Parties shall use\ntheir best efforts in the defense of all such claims.\n\n         (g) In connection with the indemnification obligations set forth in\nSections 7.2(a)(ii) and 7.3(a)(ii), CSK Parties, G-P and the Company shall\ncomply with the obligations contained in Section 5.5.\n\n         7.6 ACKNOWLEDGMENT REGARDING ENVIRONMENTAL LIABILITIES. G-P and each of\nthe CSK Parties acknowledge the allocation of relative responsibility for\nliabilities under Environmental Laws under this Agreement is a material term of\nthis Agreement, and that (i) they have taken such matters into consideration in\ndetermining the financial and other terms of this transaction, and (ii) they\nunderstand that the Company is accepting all risks resulting or arising in any\nway from any known or unknown liabilities in connection with such matters\narising in connection with or in any way relating to the Businesses (other than\nthe Retained Environmental Liabilities of either G-P or the CSK Parties) and\nthat CSK and WISCO are retaining all risks Relating to the Retained\nEnvironmental Liabilities and indemnifying G-P and the Company for certain\nLosses Relating to environmental matters under Section 7.3(a) and Section 5.9.\nG-P and the CSK Parties acknowledge that none of them shall have any claim of\nany nature against the other or the other's Affiliates in connection with any\nmatters Relating to known or unknown soil or groundwater contamination or any\nother claims under any Environmental Laws, other than as set forth herein.\n\n         7.7 CHARACTERIZATION OF INDEMNIFICATION PAYMENTS. (a) To the extent the\nCompany is an Indemnified Party, any payments to the Company pursuant to this\nArticle VII shall not result in an adjustment to any party's capital account in\nthe Company or percentage of ownership interest of the Company; and (b) all\namounts paid to G-P, or CSK, as the case may be, under this Article VII shall\nnot be treated as adjustments to the amount contributed to the Company by G-P or\nCSK, pursuant to Section 2.4(a) or (b) hereof.\n\n                                       44\n\n\n                                  ARTICLE VIII\n                                  TAX COVENANTS\n\n         8.1 LIABILITY FOR TAXES.\n\n         (a) CSK shall be liable for, and shall indemnify, defend and hold the\nCompany harmless from and against, and shall be entitled to all refunds of, any\nand all Taxes imposed on or with respect to the WISCO Contributed Subsidiaries,\nor their respective assets, operations or activities for any Pre-Closing Period,\nexcept to the extent that any such Taxes are reflected on the Final Working\nCapital Statement or result from a carryback from any Post-Closing Period;\nprovided, however, that the amount of any indemnity obligation of CSK shall be\nreduced by the amount of any Tax Benefits (for any period) realized or to be\nrealized by the Company, G-P or its Affiliates, or any Contributed Subsidiary as\na result of any adjustment to a Tax item for any Pre-Closing Period.\n\n         (b) The Company shall be liable for, and shall indemnify, defend and\nhold CSK harmless from and against, any and all Taxes imposed on or with respect\nto the Contributed Subsidiaries or their respective operations, ownership,\nassets or activities for any Post-Closing Period.\n\n         (c) Tax items shall be apportioned between Pre-Closing Periods and\nPost-Closing Periods based on a closing of the Books and Records of the relevant\nentity or entities as of the Closing Date (provided that (i) depreciation,\namortization and depletion for any Straddle Period shall be apportioned on a\ndaily pro rata basis and (ii) any Taxes imposed on a periodic basis (including\nReal Property Taxes, but not including Taxes based on income and receipts) for\nany Straddle Period shall be apportioned on a daily pro rata basis).\nNotwithstanding anything to the contrary in the preceding sentence, the parties\nagree that for U.S. federal income Tax purposes, Tax items for any Straddle\nPeriod shall be apportioned between Pre-Closing Periods and Post-Closing Periods\nin accordance with U.S. Treasury Regulation Section 1.1502-76(b), which\nregulation shall be reasonably interpreted by the parties in a manner intended\nto achieve the method of apportionment described in the preceding sentence.\nNeither CSK nor G-P will exercise any option or election (including any election\nto ratably allocate a Tax year's items under Treasury Regulation Section\n1.1502-76(b) (2) (ii)) to allocate Tax items in a manner inconsistent with this\nsection.\n\n         (d) G-P shall be liable for, and shall indemnify, defend and hold the\nCompany harmless from and against, and shall be entitled to all refunds of, any\nand all Taxes imposed on or with respect to the G-P Contributed Subsidiaries, or\ntheir respective assets, operations or activities for any Pre-Closing Period,\nexcept to the extent that any such Taxes are reflected on the Final Working\nCapital Statement or result from a carryback from any Post-Closing Period;\nprovided, however, that the amount of any indemnity obligation of G-P shall be\nreduced by the amount of any Tax Benefits (for any period) realized or to be\nrealized by the Company, CSK or its Affiliates, or any Contributed Subsidiary as\na result of any adjustment to a Tax item for any Pre-Closing Period.\n\n                                       45\n\n\n         (e) The Company shall be liable for, and shall indemnify, defend and\nhold G-P harmless from and against, any and all Taxes imposed on or with respect\nto the Contributed Subsidiaries or their respective operations, ownership,\nassets or activities for any Post-Closing Period.\n\n         (f) Tax items shall be apportioned between Pre-Closing Periods and\nPost-Closing Periods based on a closing of the Books and Records of the relevant\nentity or entities as of the Closing Date (provided that (i) depreciation,\namortization and depletion for any Straddle Period shall be apportioned on a\ndaily pro rata basis and (ii) any Taxes imposed on a periodic basis (including\nReal Property Taxes, but not including Taxes based on income and receipts) for\nany Straddle Period shall be apportioned on a daily pro rata basis).\nNotwithstanding anything to the contrary in the preceding sentence, the parties\nagree that for U.S. federal income Tax purposes, Tax items for any Straddle\nPeriod shall be apportioned between Pre-Closing Periods and Post-Closing Periods\nin accordance with U.S. Treasury Regulation Section 1.1502-76(b), which\nregulation shall be reasonably interpreted by the parties in a manner intended\nto achieve the method of apportionment described in the preceding sentence.\nNeither G-P nor CSK will exercise any option or election (including any election\nto ratably allocate a Tax year's items under Treasury Regulation Section\n1.1502-76(b) (2) (ii)) to allocate Tax items in a manner inconsistent with this\nsection.\n\n         8.2 PREPARATION OF TAX RETURNS.\n\n         (a) CSK shall have the right and obligation to timely prepare and file,\nand cause to be timely prepared and filed, when due (taking into account any\nvalid extension of the time for filing), any Tax Return that is required to\ninclude the operations, ownership, assets or activities of WISCO, with respect\nto the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax\nPeriods ending on or before the Closing Date. CSK shall provide the Company with\ncopies of any such Tax Returns (to the extent that they relate to the WISCO\nContributed Assets or the Business and reasonably may have a material effect on\nthe Company's or its Affiliates' liability for Taxes) at least 30 days prior to\nthe due date (as extended) for filing such Tax Returns. In the event that the\nCompany reasonably determines that any such Tax Return should be modified, the\nCompany shall notify CSK of the Company's proposed modifications no later than\n15 days from the date of receipt of such Tax Return. To the extent that CSK\ndisagrees with such modifications, the Company and CSK shall endeavor to agree\non the positions to be taken on such return. To the extent that they are unable\nto do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company)\nshall be retained to determine the position to be taken, with the fees and\nexpenses of such CPA Firm to be borne equally by WISCO and the Company. Any such\nTax Return which CSK is required to prepare under the terms hereof shall (to the\nextent such Tax Return relates to the WISCO Contributed Assets or the Business\nand reasonably may have a material effect on the Company or its Affiliates' Tax\nliability) be prepared in accordance with past Tax accounting practices used\nwith respect to the Tax Returns in question (unless such past practices are no\nlonger permissible under the Applicable Tax Law), and to the extent any item is\nnot covered by such past practices (or such past practices are no longer\npermissible under the Applicable Tax Law), in accordance with reasonable Tax\naccounting practices selected by CSK. The Company shall have the right and\n\n                                       46\n\n\nobligation to timely prepare and file, or cause to be timely prepared and filed,\nwhen due (taking into account any valid extension of the time for filing), all\nTax Returns that are required to include the operations, ownership, assets or\nactivities Related to the Business after the Closing Date or of any WISCO\nContributed Subsidiary for any Tax Period ending after the Closing Date\n(including, solely with respect to the WISCO Contributed Subsidiaries, Straddle\nPeriod Tax Returns). The Company shall provide CSK with copies of any Straddle\nPeriod Tax Returns required to be filed by the Company hereunder at least 30\ndays prior to the due date (as extended) for filing such Tax Returns. In the\nevent CSK reasonably determines that any Straddle Period Tax Return should be\nmodified, CSK shall notify the Company of CSK's proposed modifications no later\nthan fifteen days from the date of receipt of such Tax Return. To the extent\nthat the Company disagrees with such modifications, the Company and CSK shall\nendeavor to agree on the positions to be taken on such return. To the extent\nthat they are unable to do so, a CPA Firm (other than the regular auditor of\nCSK, the Company or G-P) shall be retained to determine the position to be\ntaken, with the fees and expenses of such accounting firm to be borne equally by\nCSK and the Company. Any Straddle Period Tax Return which the Company is\nrequired to prepare under the terms hereof shall be prepared in accordance with\npast Tax accounting practices used with respect to the Tax Returns in question\n(unless such past practices are no longer permissible under the Applicable Tax\nLaw), and to the extent any item is not covered by such past practices (or such\npast practices are no longer permissible under the Applicable Tax Law), in\naccordance with reasonable Tax accounting practices selected by the Company and\nCSK.\n\n         (b) CSK and the Company shall prepare and provide to each other such\nTax information as is reasonably requested by the other party with respect to\nthe operations, ownership, assets or activities of the WISCO Business, with\nrespect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary\nto the extent such information is relevant to any Tax Return which CSK or the\nCompany has the right and obligation hereunder to file.\n\n         (c) To the extent necessary to comply with the provisions of Section\n8.1, as between CSK and the Company, the party not preparing a Tax Return shall\npay the party preparing such Tax Return an amount equal to the non-preparing\nparty's share of the Taxes shown on such Tax Return, if any, determined in\naccordance with the principles of Section 8.1, not later than 2 Business Days\nbefore the filing of such Tax Return.\n\n                                       47\n\n\n         8.3 AMENDED TAX RETURNS.\n\n         (a) Any amended Tax Return or claim for Tax refund for any WISCO\nContributed Subsidiary for any Pre-Closing Period other than a Straddle Period\nshall be filed, or caused to be filed, only by CSK, who shall not be obligated\nto make (or cause to be made) such filing. CSK shall not, without the prior\nwritten consent of the Company (which consent shall not be unreasonably withheld\nor delayed), make or cause to be made, any such filing, to the extent such\nfiling, if accepted, reasonably might change the Tax liability of the Company or\nany Affiliate of the Company for any Post-Closing Period. At the Company's\nrequest, CSK shall file an amended Tax Return with respect to Taxes accrued on\nthe Final Working Capital Statement, except to the extent CSK reasonably\nobjects.\n\n         (b) Any amended Tax Return or claim for Tax refund for any Straddle\nPeriod shall be filed by the party responsible for filing the original Tax\nReturn hereunder if either the Company or CSK so requests, except that such\nfiling shall not be done without the consent (which shall not be unreasonably\nwithheld or delayed) of the Company (if the request is made by CSK) or of CSK\n(if the request is made by the Company).\n\n         (c) Any amended Tax Return or claim for Tax refund for any Post-Closing\nPeriod other than a Straddle Period shall be filed, or caused to be filed, only\nby the Company, who shall not be obligated to make (or cause to be made) such\nfiling. The Company shall not, without the prior written consent of CSK file, or\ncause to be filed, any such filing to the extent that such filing, if accepted,\nreasonably might change the Tax liability of CSK or any Affiliates of CSK for\nany Pre-Closing Period or otherwise under this Agreement.\n\n         8.4 CARRY BACKS AND CARRY FORWARDS.\n\n         (a) Unless CSK, in its sole and absolute discretion, consents, the\nCompany shall not and shall not permit any WISCO Contributed Subsidiary to carry\nback any Losses or credits accruing after the Closing Date to any Tax Return of\nCSK, a WISCO Contributed Subsidiary, or any Affiliate of either CSK or a WISCO\nContributed Subsidiary for any Pre-Closing Period. To the extent permitted by\nApplicable Tax Law, the Company shall and shall cause each WISCO Contributed\nSubsidiary to make any elections and take all such actions necessary to avoid\nany such carry back. To the extent that, under Applicable Tax Law, and with\nCSK's consent, a WISCO Contributed Subsidiary carries back any Losses or credits\naccruing after the Closing Date to any Tax Return of CSK or its Affiliates, CSK\nshall pay to the Company the excess of the amount of (i) any Tax Benefit\nactually realized by CSK and its Affiliates as a result of such carry back\npromptly after such Tax Benefits are realized, over (ii) the amount of any Taxes\nincurred by CSK and its Affiliates as a result of such carryback (including\nwithout limitation, any Taxes incurred or to be incurred as a result of any\nrefund of Taxes or interest thereon). The amount of any Tax Benefit shall be\ndetermined (i) by comparing the liability of CSK and its Affiliates for Taxes,\ndetermined without the carry back, to the liability of CSK and its Affiliates\nfor Taxes, taking into account the carry back and (ii) by treating the carry\nback as the last item claimed by CSK and its Affiliates in any given Tax Period.\n\n                                       48\n\n\n         (b) CSK shall not be liable hereunder for any decrease to any net\noperating loss carry forward or any other Tax attributes available to a WISCO\nContributed Subsidiary resulting from adjustments by any Tax Authority to any\nitem of income, deduction, credit, or exclusion on Tax Returns for which CSK is\nresponsible.\n\n         8.5 ADDITIONAL TAX MATTERS.\n\n         (a) As of the Closing Date, CSK shall cause all Tax allocation, Tax\nsharing, Tax reimbursement and similar arrangements or agreements applicable to\nthe WISCO Business between CSK and any Affiliates, on the one hand, and any of\nthe WISCO Contributed Subsidiaries, on the other, to be extinguished and\nterminated with respect to such WISCO Contributed Subsidiaries and any rights or\nobligations existing under any such agreement or arrangement to be no longer\nenforceable, except to the extent reflected on the Final Working Capital\nStatement.\n\n         (b) After the Closing Date, the Company will cause appropriate\nEmployees of the WISCO Contributed Subsidiaries to prepare usual and customary\nTax Return packages with respect to the Tax Period beginning January 1, 1999 and\nending as of the Closing Date. The Company will use its commercially reasonable\nefforts to cause such Tax Return packages to be delivered to CSK on or before\nMarch 1, 2000, but in any event not later that May 1, 2000.\n\n         (c) CSK and G-P agree that the Company will acquire hereunder\nsubstantially all of the property used in the WISCO Business and that in\nconnection therewith the Company will employ individuals who immediately before\nthe Closing Date were employed in such trade or business by WISCO or the WISCO\nContributed Subsidiaries. Accordingly, pursuant to the Alternate Procedure\npermitted by Rev. Proc. 96-60, 1996-2 C.B. 399, provided that the applicable CSK\nParty makes available to the Company all necessary payroll records for the\ncalendar year that includes the Closing Date, the Company will furnish a Form\nW-2 to each Employee employed by the Company who had been employed by the WISCO\nBusiness, disclosing all wages and other compensation paid for such calendar\nyear, and Taxes withheld therefrom, and WISCO and the applicable CSK Party will\nbe relieved of the responsibility to do so.\n\n         (d) If the Company or any WISCO Contributed Subsidiary receives a\nrefund with respect to Taxes of any WISCO Contributed Subsidiary attributable to\na Pre-Closing Period (other than a Tax refund accrued as an asset on the Final\nWorking Capital Statement) or a refund of Taxes accrued as a liability on the\nFinal Working Capital Statement, the Company shall pay, within the thirty (30)\ndays following the receipt of such Tax refund, the amount of such Tax refund\n(reduced by the amount of any Taxes it incurs or will incur as a result of its\naccrual or receipt of such refund or any interest thereon), to CSK. If CSK\nreceives a Tax refund with respect to Taxes of any WISCO Contributed Subsidiary\nattributable to any Post-Closing Period or any Tax refund accrued as an asset on\nthe Final Working Capital Statement, CSK will pay, within thirty (30) days\nfollowing the receipt of such refund, the amount of such Tax refund (reduced by\nthe amount of any Taxes it incurs or will incur as a result of its accrual or\nreceipt of such refund or any interest thereon), to the Company. In the case of\nany refund with respect to\n\n                                       49\n\n\nTaxes of a WISCO Contributed Subsidiary attributable to a Straddle Period, the\nTax refund shall be apportioned between Pre-Closing Periods and Post-Closing\nPeriods in accordance with the principles of Section 8.1(c) hereof; provided\nthat to the extent any Tax refund for a Straddle Period was accrued on the Final\nWorking Capital Statement, such refund shall be for the account of the Company.\n\n         8.6 TAX CONTROVERSIES; COOPERATION.\n\n         (a) CSK shall control any audit, dispute, administrative, judicial or\nother proceeding Related to Tax Returns filed for Pre-Closing Periods, and the\nCompany shall control any audit, dispute, administrative, judicial or other\nproceeding Related to Tax Returns filed for Post-Closing Periods and Straddle\nPeriods of any WISCO Contributed Subsidiary. Subject to the preceding sentence,\nin the event an adverse determination may result in each party having\nresponsibility for any amount of Taxes, each party shall be entitled to fully\nparticipate in that portion of the proceedings Relating to the Taxes with\nrespect to which it may incur liability hereunder. For purposes of this Section\n8.6(a), the term \"participation\" shall include (i) participation in conferences,\nmeetings or proceedings with any Tax Authority, the subject matter of which\nincludes an item for which such party may have liability hereunder, (ii)\nparticipation in appearances before any court or tribunal, the subject matter of\nwhich includes an item for which a party may have liability hereunder, and (iii)\nwith respect to the matters described in the preceding clauses (i) and (ii),\nparticipation in the submission and determination of the content of the\ndocumentation, protests, memorandum of fact and law, briefs, and the conduct of\noral arguments and presentations.\n\n         (b) The Company and CSK shall not agree to settle any Tax liability or\ncompromise any claim with respect to Taxes, which settlement or compromise may\naffect the liability for Taxes (or right to a Tax Benefit) hereunder of the\nother party, without such other party's consent (which consent shall not be\nunreasonably withheld or delayed).\n\n         (c) G-P and CSK shall bear their own expenses incurred in connection\nwith audits and other administrative judicial proceedings Relating to Taxes for\nwhich such party or its Affiliates are liable.\n\n         (d) The CSK Parties, G-P, the Company, and the Contributed Subsidiaries\nshall cooperate (and cause their Affiliates to cooperate) with each other and\nwith each other's agents, including accounting firms and legal counsel, in\nconnection with Tax matters Relating to the Contributed Assets or the\nContributed Subsidiaries, including (i) preparation and filing of Tax Returns,\n(ii) determining the liability and amount of any Taxes due or the right to and\namount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any\nadministrative or judicial proceeding in respect of Taxes assessed or proposed\nto be assessed. Such cooperation shall include (without limitation) each party\nmaking all information and documents in its possession relating to the\nContributed Subsidiaries available to the other party. The parties shall retain\nall Tax Returns, schedules and work papers, and all material records and other\ndocuments Relating thereto, until one year after the expiration of the\napplicable statute of limitations (including, to the extent notified by any\nparty, any extension thereof) of the Tax Period to which such Tax\n\n                                       50\n\n\nReturns and other documents and information relate. Each of the parties shall\nalso make available to the other party, as reasonably requested and available,\npersonnel (including officers, directors, Employees and agents) responsible for\npreparing, maintaining, and interpreting information and documents relevant to\nTaxes, and personnel reasonably required as witnesses or for purposes of\nproviding information or documents in connection with any administrative or\njudicial proceedings Relating to Taxes.\n\n\n                                   ARTICLE IX\n                                   TERMINATION\n\n\n\n         [Intentionally Deleted]\n\n\n                                    ARTICLE X\n                                  MISCELLANEOUS\n\n         10.1 NOTICES. All notices and other communications required or\npermitted by this Agreement shall be in writing and shall be delivered by\npersonal delivery, by nationally recognized overnight carrier service, by\nfacsimile, by first class mail or by certified or registered mail, return\nreceipt requested, addressed to the party for whom it is intended at its address\nbelow, or such other address as may be designated in writing hereafter by such\nPerson. Notices shall be deemed given one day after sent, if sent by overnight\ncourier; when delivered and receipted for, if hand delivered; when received, if\nsent by facsimile or other electronic means or by first class mail; or when\nreceipted for (or upon the date of attempted delivery where delivery is refused\nor unclaimed), if sent by certified or registered mail, return receipt\nrequested.\n\n         To G-P:                    GEORGIA-PACIFIC CORPORATION\n                                    133 Peachtree Street, N.E.\n                                    Atlanta, GA  30303\n                                    Attn:  General Counsel\n                                    Facsimile:  (404) 230-7543\n\n\n         To CSK or WISCO:           CHESAPEAKE CORPORATION\n                                    1021 East Cary Street\n                                    Richmond, VA  23218-2350\n                                    Attn:  General Counsel\n                                    Facsimile:  (804) 697-1192\n\n\n                                       51\n\n\n         To the Company:            GEORGIA-PACIFIC TISSUE, LLC\n                                    55 Park Place\n                                    Atlanta, GA  30303\n                                    Attn:  President\n                                    Facsimile:  (404) 230-1763\n\n         With a copy to:            GEORGIA-PACIFIC CORPORATION\n                                    133 Peachtree Street, N.E.\n                                    Atlanta, GA  30303\n                                    Attn:  General Counsel\n                                    Facsimile:  (404) 230-7543\n\n         10.2 AMENDMENT; WAIVER. Any provision of this Agreement may be amended\nor waived if, and only if, such amendment or waiver is in writing and signed, in\nthe case of an amendment, by G-P, CSK and the Company, or in the case of a\nwaiver, by the party against whom the waiver is to be effective. No failure or\ndelay by any party in exercising any right, power or privilege hereunder shall\noperate as a waiver thereof nor shall any single or partial exercise thereof\npreclude any other or further exercise thereof or the exercise of any other\nright, power or privilege. The rights and remedies herein provided shall be\ncumulative and not exclusive of any rights or remedies provided by Law.\n\n         10.3 ASSIGNMENT. No party to this Agreement may assign any of its\nrights or obligations under this Agreement without the prior written consent of\nthe other party hereto (which consent shall not be unreasonably withheld),\nexcept that (i) G-P may collaterally assign its rights and obligations under\nthis Agreement to a lender as security for the Company Debt and (ii) following\nClosing, G-P and CSK may assign their rights, but not their obligations, to any\nPerson to whom G-P or CSK may transfer their Units in the Company if permitted\nunder the Operating Agreement.\n\n         10.4 ENTIRE AGREEMENT. This Agreement (including the Preliminary\nStatements, all Schedules and Exhibits hereto and the Ancillary Agreements)\ncontains the entire agreement between the parties hereto with respect to the\nsubject matter hereof and supersedes all prior agreements and understandings,\noral or written, with respect to such matters, except for the obligations of the\nparties under the Confidentiality Agreement.\n\n         10.5 FULFILLMENT OF OBLIGATIONS. Any obligation of any party to any\nother party under this Agreement or any of the Ancillary Agreements, which\nobligation is performed, satisfied or fulfilled by an Affiliate of such party,\nshall be deemed to have been performed, satisfied or fulfilled by such party.\n\n         10.6 PARTIES IN INTEREST. This Agreement shall inure to the benefit of\nand be binding upon the parties hereto and their respective successors and\npermitted assigns. Nothing in this Agreement, express or implied, is intended to\nconfer upon any Person other than G-P, the CSK Parties, the Company or their\nrespective successors or permitted assigns, any rights or remedies under or by\nreason of this Agreement.\n\n                                       52\n\n\n         10.7 PUBLIC DISCLOSURE. Notwithstanding anything herein to the\ncontrary, except as may be required to comply with the requirements of any\napplicable Laws and the rules and regulations of any stock exchange upon which\nthe securities of one of the parties (or its Affiliate) is listed, no press\nrelease or similar public announcement or communication shall, prior to the\nClosing, be made or caused to be made concerning the execution or performance of\nthis Agreement unless specifically approved in advance by all parties hereto\nwhich approval shall not be unreasonably withheld, conditioned or delayed.\n\n         10.8 EXPENSES. Except as otherwise expressly provided in this\nAgreement, whether or not the transactions contemplated by this Agreement are\nconsummated, all costs and expenses incurred in connection with this Agreement\nand the transactions contemplated hereby shall be borne by the party incurring\nsuch expenses.\n\n         10.9 SCHEDULES. The disclosure of any matter in any Disclosure Schedule\nshall not be deemed to constitute an admission by G-P or the CSK Parties or to\notherwise imply that any such matter is material for the purposes of this\nAgreement.\n\n         10.10 BULK TRANSFER LAWS. The parties acknowledge that none of them has\ntaken, and none of them intends to take, any action required to comply with any\napplicable bulk sale or bulk transfer laws or similar laws; provided that the\nCSK parties on the one hand and G-P on the other shall indemnify the other party\nand the Company for any Losses arising from such non-compliance.\n\n         10.11 GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM.\nThis Agreement shall be governed by, and construed in accordance with, the laws\nof the State of Delaware. Each party hereto agrees that it shall bring any\naction or proceeding in respect of any claim arising out of or Related to this\nAgreement or the transactions contained in or contemplated by this Agreement,\nwhether in tort or contract or at law or in equity, exclusively in the United\nStates District Court or the state court sitting in New Castle County, Delaware\n(the \"Chosen Court\") and (i) irrevocably submits to the exclusive jurisdiction\nof the Chosen Court, (ii) waives any objection to laying venue in any such\naction or proceeding in the Chosen Court, (iii) waives any objection that the\nChosen Courts are an inconvenient forum or do not have jurisdiction over any\nparty hereto, and (iv) agrees that service of process upon such party in any\nsuch action or proceeding shall be effective if notice is given in accordance\nwith Section 10.1 of this Agreement.\n\n         10.12 COUNTERPARTS. This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed an original, and all of which shall\nconstitute one and the same Agreement.\n\n         10.13 HEADINGS. The heading references herein and the table of contents\nhereto are for convenience purposes only, do not constitute a part of this\nAgreement and shall not be deemed to limit or affect any of the provisions\nhereof.\n\n                                       53\n\n\n         10.14 SEVERABILITY. The provisions of this Agreement shall be deemed\nseverable and the invalidity or unenforceability of any provision shall not\naffect the validity or enforceability of the other provisions hereof. If any\nprovision of this Agreement, or the application thereof to any Person or any\ncircumstance, is invalid or unenforceable, (a) a suitable and equitable\nprovision shall be substituted therefor in order to carry out, so far as may be\nvalid and enforceable, the intent and purpose of such invalid or unenforceable\nprovision and (b) the remainder of this Agreement and the application of such\nprovision to other Persons or circumstances shall not be affected by such\ninvalidity or unenforceability, nor shall such invalidity or unenforceability\naffect the validity or enforceability of such provision, or the application\nthereof, in any other jurisdiction.\n\n         10.15 INJUNCTIVE RELIEF. The parties hereto acknowledge and agree that\nin the event of breach or non-compliance with any of the provisions of this\nAgreement monetary damages shall not constitute a sufficient remedy.\nConsequently, in the event of such a breach, G-P, the Company, WISCO or CSK, as\nthe aggrieved party shall be entitled to injunctive or other equitable relief,\nincluding specific performance, in order to enforce or prevent any violation of\nsuch provisions, in addition to any other rights or remedies to which it may be\nentitled at law or otherwise.\n\n\n                                   ARTICLE XI\n                              DEFINITIONS AND TERMS\n\n         11.1 SPECIFIC DEFINITIONS. As used in this Agreement, the following\nterms shall have the meanings set forth or as referenced below:\n\n         11.1.1 \"AFFILIATES\" shall mean, with respect to any Person, any Persons\ndirectly or indirectly controlling, controlled by or under common control with,\nsuch other Person as of the date on which, or at any time during the period for\nwhich, the determination of affiliation is being made. For the purpose of this\ndefinition, \"control\" means (i) the ownership or control of 50% or more of the\nequity interest in any Person, or (ii) the ability to direct or cause the\ndirection of the management or affairs of a Person, whether through the direct\nor indirect ownership of voting interests, by contract or otherwise.\n\n         11.1.2 \"AGREEMENT\" shall mean this Agreement (including the Preliminary\nStatements set forth above and all Schedules and Exhibits), as the same may be\namended or supplemented from time to time in accordance with the terms hereof.\n\n         11.1.3 \"ANCILLARY AGREEMENTS\" shall mean the Human Resources Agreement,\nthe Operating Agreement, the Parent Roll Supply Agreement, the Management\nSupport Agreement, the Operational Support Agreement, the Transition Services\nAgreement, the G-P Guarantee and the WISCO Debt Indemnity.\n\n         11.1.4 \"APPLICABLE TAX LAW\" shall mean any Law of any nation, state,\nregion, province, locality, municipality or other jurisdiction Relating to\nTaxes, including regulations and\n\n                                       54\n\n\nother official pronouncements of any governmental entity or political\nsubdivision of such jurisdiction charged with interpreting such Laws.\n\n         11.1.5 \"ASSUMED LIABILITIES\" shall mean all debts, liabilities,\ncommitments, or obligations whatsoever, other than Retained Liabilities, Related\nto either WISCO's or G-P's Business or Related to either WISCO's or G-P's\nContributed Assets, whether arising before or after the Closing and whether\nknown or unknown, fixed or contingent, including the following:\n\n         (i) all debts, liabilities, obligations or commitments Related to or\narising under the Contracts to the extent such Contracts are assigned to the\nCompany, including the Real Estate Leases;\n\n         (ii) all debts, liabilities, obligations or commitments Related to the\nReal Property;\n\n         (iii)  the current liabilities;\n\n         (iv) except for the Retained Environmental Liabilities, all liabilities\nunder Environmental Laws Related to the ownership, operation or conduct of the\nBusiness or the Real Property; and\n\n          (v) all liabilities with respect to all actions, suits, proceedings,\ndisputes, claims or investigations Related to the Business or that otherwise are\nRelated to the Contributed Assets, at law, in equity or otherwise.\n\n         11.1.6 \"BOOKS AND RECORDS\" shall mean originals or true and correct\ncopies of all lists, files, data and databases and documents Relating to\ncustomers, suppliers and products of the Business, the Contributed Assets, or\nthe Assumed Liabilities, all personnel records or files regarding any Employee\nof the WISCO Business or the G-P Business as applicable, all environmental audit\nreports (and similar documentation) and assessments with respect to the\nBusiness, and all general ledgers and underlying books of original entry and\nother financial records of the Business, except to the extent included in the\nRetained Assets.\n\n         11.1.7 \"BUSINESS\" shall mean with respect to either G-P on the one\nhand, or the CSK Parties on the other hand, its Commercial Tissue Business.\n\n         11.1.8 \"BUSINESS DAY\" shall mean any day other than a Saturday, a\nSunday or a day on which banks in New York City are authorized or obligated by\nlaw or executive order to close.\n\n         11.1.9 \"CHOSEN COURT\" shall have the meaning set forth in Section\n10.11.\n\n         11.1.10 \"CLOSING\" shall mean the closing of the transactions\ncontemplated by this Agreement.\n\n         11.1.11 \"CLOSING DATE\" shall have the meaning set forth in Section 2.4.\n\n                                       55\n\n\n         11.1.12 \"CLOSING WORKING CAPITAL\" shall have the meaning set forth in\nSection 2.5(a).\n\n         11.1.13 \"CLOSING WORKING CAPITAL STATEMENT\" shall have the meaning set\nforth in Section 2.5(a).\n\n         11.1.14 \"CODE\" shall mean the Internal Revenue Code of 1986, as\namended.\n\n         11.1.15 \"COMMERCIAL TISSUE BUSINESS\" shall have the meaning set forth\nin the Preliminary Statements to this Agreement.\n\n         11.1.16 \"COMPANY\" shall have the meaning set forth in the preamble to\nthis Agreement.\n\n         11.1.17 \"COMPANY DEBT\" shall have the meaning set forth in Section\n2.8(b).\n\n         11.1.18 \"COMPUTER SYSTEM\" shall mean any and all computers (including\nwithout limitation personal computers, mid-range computers and mainframes),\nprocess and distributed control systems and software applications and operating\nsystems and any other hardware, equipment, and facilities and infrastructure\nsystems containing an embedded computer chip.\n\n         11.1.19 \"CONFIDENTIALITY AGREEMENT\" shall mean the Confidentiality\nAgreement between CSK and G-P dated as of November 4, 1997, as amended by letter\ndated June 11, 1999.\n\n         11.1.20 \"CONSENT\" shall mean any consent, approval, authorization,\nwaiver, permit, grant, franchise, concession, agreement, license, exemption or\norder of, registration, certificate, declaration or filing with, or report or\nnotice to any Person, including any Governmental Authority, including those\nidentified on Schedules 3.3 and 4.3.\n\n         11.1.21 \"CONTRACTS\" shall mean all agreements, contracts, leases,\npurchase orders, trade billback, refund and other arrangements, incentive\nagreements, commitments, collective bargaining agreements, and licenses that are\nrelated to the G-P Business or the WISCO Business or their respective\nContributed Assets or to which such Contributed Assets are subject, except to\nthe extent included in such party's Retained Assets.\n\n         11.1.22 \"CONTRIBUTED ASSETS\" shall mean all of the assets of a party\nwhich Relate to the G-P Business or the WISCO Business, whether tangible or\nintangible, real or personal, as they exist on the date hereof, with such\nchanges, deletions or additions thereto as may occur from the date hereof to the\nClosing Date in the ordinary course of business or are otherwise permitted by\nthis Agreement (except, in each case, for the Retained Assets), including the\nfollowing:\n\n                                       56\n\n\n         (i)    the Real Property;\n\n         (ii)   the Fixtures and Equipment;\n\n         (iii)  the current assets;\n\n         (iv)   in the case of WISCO, the WISCO Intellectual Property;\n\n         (v)    the Books and Records;\n\n         (vi)   the Contracts;\n\n         (vii)  the stock or other ownership interests of the Contributed\nSubsidiaries;\n\n         (viii) all Governmental Authorizations which are transferable without\nobtaining any Consent; and\n\n         (ix) with respect to the WISCO Business, all computer hardware and\nperipherals, audio-visual equipment, RF and barcode scanning and\ntelecommunications equipment, whether owned or leased by any of the CSK Parties,\nand all software (including without limitation all operating system and\napplication software), whether owned or licensed by any of the CSK Parties.\n\n         11.1.23 \"CPA FIRM\" shall have the meaning set forth in Section 2.5(b).\n\n         11.1.24A \"CSK\" shall have the meaning set forth in the preamble to this\nAgreement.\n\n         11.1.24B \"CSK MARKS\" shall mean any mark that is owned by CSK and that\nis described in the license agreement between CSK and WISCO that is among the\nContracts assigned by WISCO to the Company at Closing pursuant to Section\n2.4(a)(iv) hereof.\n\n         11.1.24C \"CSK PARTIES\" or \"CSK PARTY\" shall mean, as the context\nrequires, CSK, WISCO and the WISCO Contributed Subsidiaries, or as the context\nrequires, any one of the foregoing.\n\n         11.1.24D \"CSK PLAN\" shall mean those Employee Plans (including all\nassets and liabilities Related to such Employee Plans) pursuant to which any\nEmployee or Retired Employee of the WISCO Business or the WISCO Contributed\nSubsidiaries is entitled to benefits.\n\n         11.1.25 \"DEDUCTIBLE\" shall have the meaning set forth in Section\n7.2(b).\n\n         11.1.26 \"DETERMINATION DATE\" as used in Section 2.5(a) shall mean the\nEffective Time.\n\n         11.1.27 \"DISCLOSURE SCHEDULES\" shall mean the Disclosure Schedules\ndated the date hereof delivered by G-P or the CSK Parties in connection with\nthis Agreement.\n\n                                       57\n\n\n         11.1.28 \"EFFECTIVE TIME\" shall have the meaning set forth in Section\n2.4.\n\n         11.1.29 \"EMPLOYEE\" shall mean, with respect to the G-P Business or the\nWISCO Business, an individual who is employed by such party, whether salaried or\nhourly and whether on lay-off or medical, family or other authorized leave of\nabsence; provided that, with respect to the G-P Business, Employee shall not\ninclude any Employee located at G-P's Palatka, Florida, Crossett, Arkansas, Port\nHudson, Louisiana, Plattsburgh, New York or Bellingham, Washington facilities.\n\n         11.1.29A \"EMPLOYEE PLANS\" shall mean as to any party all \"employee\nwelfare benefit plans\" and \"employee pension benefit plans\" as respectively\ndefined in Sections 3(1) and 3(2) of ERISA, all employee benefit and pension\nplans, all other bonus, deferred compensation, retirement, savings, excess\nbenefit, stock option or purchase, retention, termination, severance and\nincentive plans, contracts, programs, funds, arrangements, policies, or\npractices and all other plans, contracts, programs, funds, arrangements,\npolicies, or practices (whether voluntary or compulsory) that provide or may\nprovide money (other than as current salary or wages), services, property or\nother benefits, whether written or oral and whether funded or unfunded,\nincluding (without limitation) any that have been frozen or terminated since\nApril 30, 1999, and any trust, escrow or similar agreement related thereto,\nwhether written or oral and whether funded or unfunded, which are established\nand maintained by any of the parties hereto with respect to any of their\nEmployees, Retired Employees, independent contractors, directors, officers,\nshareholders, or their dependents or which are established or maintained by any\nparty (or any Person that together with any party is or would have been as of\nthe date of the Agreement treated as a single employer under Section 414 of the\nCode) (the \"Related Persons\") or with respect to which any party or any\nAffiliate thereof have made or are required to make payments, transfers or\ncontributions.\n\n         11.1.30 \"ENCUMBRANCES\" shall mean liens, charges, encumbrances,\nsecurity interests, options or any other restrictions or third-party rights,\nincluding any required third party consents.\n\n         11.1.31A \"ENVIRONMENT\" means soil, land, water and air in their natural\nstate, including, without limitation, land surface or subsurface strata, surface\nwater, ground water and ambient air.\n\n         11.1.31B \"ENVIRONMENTAL AUTHORITIES\" means all federal, state or local\ngovernmental bodies or regulatory agencies, foreign or domestic, charged with\nenforcing any of the Environmental Laws.\n\n         11.1.31C \"ENVIRONMENTAL LAW\" shall mean any applicable federal, state,\nlocal, common or foreign law, statute, ordinance, rule, regulation, code, order,\njudgment, decree or injunction Relating to (i) the protection of the Environment\n(including air, water vapor, surface water, groundwater, drinking water supply,\nsurface or subsurface land), (ii) the exposure to, or the use, storage,\nrecycling, treatment, generation, transportation, processing, handling,\nlabeling,\n\n                                       58\n\n\nprotection, release, spill or discharge or disposal of Hazardous Substances, or\n(iii) workplace safety or health.\n\n         11.1.31D \"ENVIRONMENTAL PERMITS\" means all permits, licenses,\ncertificates and authorizations of, and registrations with, any of the\nEnvironmental Authorities pursuant to any of the Environmental Laws, issued or\ngranted to any of the CSK Parties or G-P, as the context requires for the\npurpose of conducting the WISCO Business or the G-P Business as presently\nconducted.\n\n         11.1.32 \"ERISA\" shall mean the Employee Retirement Income Security Act\nof 1974, as amended, and regulations promulgated thereunder.\n\n         11.1.33 \"FINAL WORKING CAPITAL STATEMENT\" shall have the meaning set\nforth in Section 2.5(b).\n\n         11.1.34 \"FINANCIAL STATEMENTS\" shall mean the WISCO Financial\nStatements, the G-P Financial Statements or both, as the context may require, as\ndefined in Sections 3.6 and 4.6 respectively.\n\n         11.1.35 \"FIXTURES AND EQUIPMENT\" shall mean all furniture, fixtures,\nfurnishings, machinery, vehicles, equipment (including computer hardware,\ncomputer terminals, network servers, and research and development equipment) and\nother tangible personal property Related to either the G-P Business or the WISCO\nBusiness.\n\n         11.1.36 \"FORMER FACILITY\" shall mean a facility or property previously\nowned or operated by a party or its predecessors in the conduct of the G-P\nBusiness or the WISCO Business that is not located on the Real Property or the\nRetained Real Property.\n\n         11.1.37 \"FOX RIVER LIABILITY\" shall have the meaning set forth in\nSection 5.9.\n\n         11.1.38 \"GAAP\" shall mean United States generally accepted accounting\nprinciples, consistently applied.\n\n         11.1.39A \"G-P\" shall have the meaning set forth in the preamble to this\nAgreement.\n\n         11.1.39B \"G-P APRIL FINANCIAL STATEMENTS\" shall have the meaning set\nforth in Section 4.6(a).\n\n         11.1.39C \"G-P ASSUMED LIABILITIES\" shall mean the Assumed Liabilities\ntransferred to the Company by G-P.\n\n         11.1.39D \"G-P BUSINESS\" shall mean all of the business of G-P conducted\nat its Gary, Indiana, Battleboro, Vermont, and LaGrange, Georgia facilities,\ntogether with certain assets and liabilities associated with its Crossett,\nArkansas, and Palatka, Florida facilities, as more fully described in Schedule\n2.1(c) hereof.\n\n                                       59\n\n\n         11.1.39E \"G-P CAP\" shall have the meaning set forth in Section 7.2(b).\n\n         11.1.39F \"G-P CONTRIBUTED ASSETS\" shall mean the Contributed Assets\ntransferred to the Company by G-P as set forth on Schedule 2.1(c).\n\n         11.1.39G \"G-P FINANCIAL STATEMENTS\" shall have the meaning set forth in\nSection 4.6(a).\n\n         11.1.39H \"G-P GUARANTEE\" shall have the meaning set forth in Section\n2.8(b).\n\n         11.1.39I \"G-P INDEMNIFIED PARTIES\" shall have the meaning set forth in\nSection 7.3(a).\n\n         11.1.39J \"G-P INTELLECTUAL PROPERTY\" shall mean the Intellectual\nProperty of G-P.\n\n         11.1.39K \"G-P OWNED REAL PROPERTY\" shall mean the Owned Real Property\nof the G-P Business.\n\n         11.1.39L \"G-P PLAN\" shall mean those Employee Plans (including all\nassets and liabilities Related to such Employee Plans) of G-P or any Affiliate\nof G-P pursuant to which any Employee or Retired Employee of the G-P Business is\nentitled to benefits.\n\n         11.1.39M \"G-P REAL PROPERTY\" shall mean the Real Property of the G-P\nBusiness.\n\n         11.1.39N \"G-P REAL PROPERTY LEASES\" shall mean the leases Relating to\nthe Leased Real Property of the G-P Business.\n\n         11.1.39O \"G-P RETAINED ASSETS\" shall mean the Retained Assets of the\nG-P Business as described in Section 11.1.74 hereof.\n\n         11.1.39P \"G-P RETAINED LIABILITIES\" shall mean the Retained Liabilities\nof the G-P Business.\n\n         11.1.40 \"GOVERNMENTAL AUTHORITY\" shall mean any nation or government,\nany state, province or other political subdivision thereof and any entity\nexercising executive, legislative, judicial, regulatory or administrative\nfunctions of or pertaining to government, including any government authority,\nagency, department, board, commission or instrumentality of the United States,\nany State of the United States or any political subdivision thereof.\n\n         11.1.41 \"GOVERNMENTAL AUTHORIZATIONS\" shall mean all licenses, permits,\nfranchises, certificates of occupancy, other certificates and other\nauthorizations and approvals required to carry on a Business as currently\nconducted under the applicable laws, ordinances or regulations of any\nGovernmental Authority.\n\n                                       60\n\n\n         11.1.42 \"HAZARDOUS SUBSTANCES\" shall mean (i) petroleum, petroleum\nbyproducts and any petroleum fractions; (ii) any substance or any material\ncontaining a substance, defined as hazardous or toxic or words of similar\nmeaning or effect under the following United States federal statutes and their\nstate counterparts, as well as such statutes' implementing regulations: the\nHazardous Materials Transportation Act, the Resource Conservation and Recovery\nAct, the Comprehensive Environmental Response, Compensation and Liability Act,\nthe Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the\nToxic Substances Control Act, the Federal Insecticide, Fungicide, and\nRodenticide Act, and the Clean Air Act; and (iii) any other materials as to\nwhich liability or standards of conduct are imposed pursuant to any\nEnvironmental Law.\n\n         11.1.43 \"HSR ACT\" shall mean the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976, as amended.\n\n         11.1.44 \"HUMAN RESOURCES AGREEMENT\" shall mean an agreement to be\nentered into on the Closing Date by and among G-P, WISCO, CSK and the Company\nsubstantially in the form of Exhibit 11.1.44 attached hereto.\n\n         11.1.45 \"INDEMNIFICATION CLAIM NOTICE\" shall have the meaning set forth\nin Section 7.5(a).\n\n         11.1.46 \"INDEMNIFIED PARTIES\" shall have the meaning set forth in\nSection 7.5(a).\n\n         11.1.47 \"INDEMNIFYING PARTY\" shall have the meaning set forth in\nSection 7.5(a).\n\n         11.1.48 \"INTELLECTUAL PROPERTY\" shall mean (except to the extent\nincluded in the Retained Assets) the following intellectual property (and the\nrights associated therewith) Related to the G-P Business or the WISCO Business\nor their Contributed Assets:\n\n         (a) trademarks, service marks, brand names, certification marks, trade\ndress, assumed names, Internet domain names, trade names and other indications\nof origin, the goodwill associated with the foregoing and registrations in any\njurisdiction of, and applications in any jurisdiction to register, the foregoing\n(including any extension, modification or renewal of any such registration or\napplication);\n\n         (b) patents, applications for patents (including provisional,\ndivisional, continuation, and continuation-in-part applications), and any\nrenewals, extensions or reissues thereof, in any jurisdiction;\n\n         (c) invention disclosures and innovations (whether or not patentable\nand whether or not reduced to practice);\n\n                                       61\n\n\n         (d) non-public information, trade secrets confidential information,\nknow how, proprietary technology and rights in any jurisdiction to limit the use\nor disclosure thereof by any Person;\n\n         (e) copyrighted works and registrations or applications for\nregistration of copyrights in any jurisdiction, and any renewals or extensions\nthereof;\n\n         (f) any similar intellectual property or proprietary rights; and\n\n         (g) any claims or causes of action arising out of or Related to any\ninfringement or misappropriation of any of the foregoing occurring before or\nafter the Closing.\n\n         11.1.49 \"INVENTORY\" shall mean all inventory held for resale in\nconnection with the G-P Business or the WISCO Business, all raw materials, work\nin process, finished products, office supplies, storeroom inventory, spare parts\nand equipment, wrapping, supply and packaging items, of such Business.\n\n         11.1.50 \"IRS\" shall mean the Internal Revenue Service.\n\n         11.1.51 \"KNOWLEDGE\" or any similar phrase means the actual knowledge\nwithout investigation of those management employees of G-P, CSK and WISCO\nidentified on Exhibit 11.1.51.\n\n         11.1.52 \"LAWS\" shall mean any federal, state, foreign or local law,\nstatute, ordinance, rule, code, regulation, order, judgment or decree of any\nGovernmental Authority.\n\n         11.1.53 \"LEASED REAL PROPERTY\" shall mean all land (including, to the\nextent included in any such lease, any timberlands and tree farms associated\nwith the Contributed Assets), buildings, fixtures and other Real Property leased\non the date hereof by a party or one of the Contributed Subsidiaries as lessee\npursuant to the Real Estate Leases used by the G-P Business or the WISCO\nBusiness.\n\n         11.1.54 \"LOSSES\" shall have the meaning set forth in Section 7.2.\n\n         11.1.55 \"MANAGEMENT SUPPORT AGREEMENT\" shall mean the agreement\nsubstantially in the form set forth as Exhibit 11.1.55 attached hereto between\nG-P and the Company pursuant to which G-P shall supply management services to\nthe Company.\n\n         11.1.56 \"MATERIAL ADVERSE EFFECT\" shall mean any and all events,\nchanges or effects that have occurred which have a material adverse effect upon\nthe value of the Contributed Assets or the G-P Business or the WISCO Business,\nas the case may be, taken as a whole, involving an aggregate amount equal to or\nexceeding $350,000.\n\n         11.1.57 \"NOTICE PERIOD\" shall have the meaning set forth in Section\n7.5(b).\n\n         11.1.58 \"OBJECTION\" shall have the meaning set forth in Section 2.5(b).\n\n                                       62\n\n\n         11.1.59 \"OPERATING AGREEMENT\" shall mean that certain Operating\nAgreement among G-P, CSK and the Company to be dated as of the Closing\nsubstantially in the form of Exhibit 2.1E, that shall govern the rights and\nobligations of the Members of the Company.\n\n         11.1.60 \"OPERATIONAL SUPPORT AGREEMENT\" shall mean the agreement\nsubstantially in the form set forth as Exhibit 11.1.60 attached hereto by and\namong G-P, WISCO, CSK and the Company.\n\n         11.1.61 \"OWNED REAL PROPERTY\" shall mean all land and all buildings,\nfixtures, and other improvements owned by either the WISCO Business or the G-P\nBusiness.\n\n         11.1.62 \"PARENT ROLL SUPPLY AGREEMENT\" shall mean the agreement\nsubstantially in the form of Exhibit 11.1.62 attached hereto pursuant to which\nG-P shall supply paper products to the Company.\n\n         11.1.63 \"PERMITTED ENCUMBRANCES\" shall mean, with respect to any\nparty's Encumbrances, (i) those expressly disclosed in the G-P or WISCO\nFinancial Statements; (ii) liens for Taxes (which are not related to income,\nsales or withholding Taxes), assessments and other governmental charges not yet\ndue and payable or due but not delinquent as of the Closing Date or being\ncontested in good faith by appropriate proceedings and for which adequate\nreserves have been established on the Final Working Capital Statement; (iii)\nmechanic's, workmen's, repairmen's, warehousemen's, carriers, or other like\nliens arising or incurred in the ordinary course of business for amounts which\nare not delinquent and which will not individually or in the aggregate have a\nMaterial Adverse Effect, original purchase price conditional sales contracts and\nequipment leases with third parties entered into in the ordinary course of\nbusiness; (iv) with respect to either the G-P Real Property or the WISCO Real\nProperty, (A) easements, quasi-easements, licenses, covenants, rights-of-way and\nother similar restrictions, including any other agreements, conditions,\nrestrictions, or other matters which would be shown by a current title report or\nother similar report or listing, (B) any conditions that may be shown by a\ncurrent survey, title report or physical inspection, and (C) zoning, building\nand other similar restrictions; and (v) Encumbrances not described in the\nforegoing clauses (i) through (iv) and which, individually or in the aggregate,\nwould not have a Material Adverse Effect (all items included in the foregoing\nclauses (i) through (v), including any matter set forth in Schedules 3.16(b) or\n4.16(b), are referred to collectively herein as the \"Permitted Encumbrances\").\n\n         11.1.64 \"PERSON\" shall mean an individual, a corporation, a\npartnership, an association, a trust or other entity or organization.\n\n         11.1.65 \"POST-CLOSING PERIOD\" shall mean, with respect to any\nContributed Subsidiary, any Tax Period commencing after the Closing Date and the\nportion of any Straddle Period commencing after the Closing Date.\n\n                                       63\n\n\n         11.1.66 \"PRE-CLOSING PERIOD\" shall-mean, with respect to any\nContributed Subsidiary, any Tax Period ending on or before the Closing Date and\nthe portion of any Straddle Period ending on the Closing Date.\n\n         11.1.67 \"PROCEEDING\" shall have the meaning set forth in Section\n7.5(a).\n\n         11.1.68 \"PROJECT PLAN\" shall mean a plan to remediate and\/or replace\nComputer Systems that are not Year 2000 Ready.\n\n         11.1.69 \"REAL ESTATE LEASES\" shall mean those agreements pursuant to\nwhich a party or one or more of its Contributed Subsidiaries leases, subleases,\nlicenses, or otherwise uses or licenses, Real Property, including land (and\neverything growing upon the land, to the extent included in such Real Estate\nLease), buildings, structures and improvements thereon or appurtenances thereto,\nwhich are identified on Schedules 3.15 and 4.15.\n\n         11.1.70 \"REAL PROPERTY\" shall mean the Owned Real Property and the\nLeased Real Property.\n\n         11.1.71 \"REGISTRATION STATEMENT\" shall mean the Registration Statement\non Form S-1, or other appropriate form, including any pre-effective or\npost-effective amendments or supplements thereto, filed with the Securities and\nExchange Commission by the Company under the Securities Act with respect to the\nCompany Debt.\n\n         11.1.72 \"RELATED TO\" OR \"RELATING TO\" shall mean primarily related to,\nor used primarily in connection with.\n\n         11.1.73 \"REQUIRED CONSENT\" shall mean any Consents specifically\nidentified on Schedule 3.3 or Schedule 4.3 as a \"Required Consent\" and each\nother material Consent, which may be a Consent listed on Schedule 3.3 or\nSchedule 4.3.\n\n         11.1.74 \"RETAINED ASSETS\" shall mean\n\n         (i) the assets (including Real Property, tangible personal property,\naccounts receivable, intellectual property and contracts) Related to all\nbusinesses conducted by CSK or G-P and any of their respective Affiliates other\nthan the Commercial Tissue Business, provided, however, with respect to G-P, all\ntangible assets located at G-P's Palatka, Florida, Crossett, Arkansas, Port\nHudson, Louisiana, Plattsburgh, New York, Bellingham, Washington and Atlanta,\nGeorgia facilities and any tangible asset used in part in the consumer tissue\nbusiness at G-P's offices located in Atlanta, Georgia shall constitute G-P\nRetained Assets, except for the assets specifically listed on Schedule 2.1(c)\nconsisting of dedicated commercial tissue converting lines which shall be\nincluded in the G-P Contributed Assets, and all G-P Intellectual Property;\n\n         (ii) the stock or other ownership interests of all Subsidiaries of\neither G-P or CSK other than the Contributed Subsidiaries;\n\n                                       64\n\n\n         (iii) all cash and cash accounts, disbursement accounts, outstanding\nchecks and disbursements, investment securities and other short-term and\nmedium-term investments and non-trade accounts receivable from either G-P or CSK\nor their respective Affiliates and owing to the G-P Business or WISCO Business,\nrespectively;\n\n         (iv) all deferred Tax assets of G-P or CSK;\n\n         (v) all prepaid Taxes to the extent such prepaid Taxes are not\nreflected on the Final Working Capital Statement;\n\n         (vi) all refunds of Taxes to the extent such Taxes are not reflected on\nthe Final Working Capital Statement;\n\n         (vii) all Tax Returns and related work papers of G-P, CSK or their\nrespective Affiliates;\n\n         (viii) all Books and Records which G-P or the CSK Parties are required\nby law to retain, provided that G-P, CSK or WISCO shall provide the Company with\ncomplete copies of such Books and Records;\n\n         (ix) all G-P Plans, all CSK Plans, and all assets of such Plans except\nas contemplated by the Human Resources Agreement;\n\n         (x) all Governmental Authorizations to the extent not transferable\nwithout obtaining a Consent;\n\n         (xi) the CSK Marks subject to the license assigned pursuant hereto;\n\n         (xii) the Retained Real Property and any financial instruments Related\nto the Retained Real Property;\n\n         (xiii) all of G-P's or CSK's insurance policies, subject to the rights\nof WISCO or any Contributed Subsidiary under such insurance policies of CSK and\nthe rights of the Company if any under such policies;\n\n         (xiv) all contracts between either G-P or CSK and their respective\nSubsidiaries other than the Contributed Subsidiaries, including Georgia-Pacific\nS.A.; and\n\n         (xv) those assets of the CSK Parties specifically identified on\nSchedule 2.3.\n\n         11.1.75 \"RETAINED ENVIRONMENTAL LIABILITIES\" has the meaning set forth\nin the definition of \"Retained Liabilities.\"\n\n                                       65\n\n\n         11.1.76 \"RETAINED LIABILITIES\" shall mean all of the following debts,\nliabilities, commitments or obligations, whether arising before or after the\nClosing and whether known or unknown, fixed or contingent:\n\n         (i) all liabilities Related to the Retained Assets;\n\n         (ii) all (A) liabilities under Environmental Laws with respect to any\nFormer Facility, (B) liabilities in connection with the Retained Real Property\nand (C) with respect to WISCO and CSK, the Fox River Liability (collectively,\nthe \"Retained Environmental Liabilities\");\n\n         (iii) all liabilities which are retained by G-P or WISCO or CSK under\nthe Ancillary Agreements;\n\n         (iv) all liabilities under the G-P or CSK Plans, except to the extent\nsuch liabilities are specifically assumed by the Company or G-P pursuant to the\nHuman Resources Agreement;\n\n         (v) all liabilities for Taxes imposed with respect to the taxable\nperiods, or portions thereof, ending on or before the Closing Date except to the\nextent that any such Taxes are reflected on the Final Working Capital Statement;\n\n         (vi) all liabilities for non-trade accounts payable to CSK or G-P or\ntheir respective Affiliates which arise prior to the Closing Date;\n\n         (vii) all liabilities for indebtedness for borrowed money and any other\nobligation which are fixed as to amount and certainty as of the Closing or which\nare secured by a lien that is not a Permitted Encumbrance on any of the\nContributed Assets, but not including liabilities under Contracts included in\nthe Contributed Assets and Assumed Liabilities;\n\n         (viii) all severance, termination, change of control and similar\nagreements, payments, debts, obligations or liabilities with respect to any\ndirector, officer, employee or consultant of G-P, the CSK Parties or any of\ntheir Subsidiaries which exist as of or prior to the Closing (after taking into\naccount the transactions contemplated by this Agreement), other than (i)\nobligations under any collective bargaining agreement, and (ii) obligations\nunder any severance employment, consulting, or other agreement entered into or\nassumed by the Company;\n\n         (ix) all liabilities and obligations with respect to G-P's interest in\nGeorgia-Pacific S.A., including all contractual obligations;\n\n         (x) all liabilities and obligations that any party hereto agrees to\nretain in any Ancillary Agreement;\n\n         (xi) all other liabilities and obligations for which CSK, WISCO or G-P\nhas expressly assumed responsibility pursuant to this Agreement or the Ancillary\nAgreements;\n\n                                       66\n\n\n         (xii) all debts, liabilities or obligations whatsoever, that do not\nRelate to the G-P Business or the WISCO Business or that do not otherwise Relate\nto the Contributed Assets; and\n\n         (xiii) all liabilities and obligations of the WISCO Business described\non Schedule 2.3.\n\n         11.1.77 \"RETAINED REAL PROPERTY\" shall mean the Real Property retained\nby WISCO or G-P.\n\n         11.1.78 \"RETIRED EMPLOYEE\" means as to any party, former Employees who\nretain rights under any of such party's Employee Plans.\n\n         11.1.79 \"SECURITIES ACT\" shall mean the Securities Act of 1933, as\namended.\n\n         11.1.80 \"STRADDLE PERIOD\" shall mean, with respect to any Contributed\nSubsidiary, any Tax Period that begins before and ends after the Closing Date.\n\n         11.1.81 \"SPECIAL DISTRIBUTION\" shall have the meaning set forth in\nSection 2.8(b).\n\n         11.1.82 \"SUBSIDIARY\" shall mean, with respect to any Person, any\ncorporation, partnership, joint venture or other legal entity of which such\nPerson, either directly or through or together with any other Subsidiary of such\nPerson, owns any equity interests.\n\n         11.1.83 \"SURVIVAL PERIOD\" shall have the meaning set forth in Section\n7.1.\n\n         11.1.84 \"TARGET WORKING CAPITAL\" shall have the meaning set forth in\nSection 2.5(e).\n\n         11.1.85 \"TAX\" or \"TAXES\" shall mean all federal, state, local or\nforeign taxes, including but not limited to income, gross receipts, windfall\nprofits, goods and services, value added, severance, property, production,\nsales, use, license, excise, franchise, employment, withholding or similar\ntaxes, together with any interest, additions or penalties with respect thereto\nand any interest in respect of such additions or penalties.\n\n         11.1.86 \"TAX AUTHORITY\" shall mean, with respect to any Tax, the\ngovernmental entity or political subdivision thereof that imposes such Tax, and\nthe agency (if any) charged with the administration or collection of such Taxes\nfor such entity or subdivision.\n\n         11.1.87 \"TAX BENEFIT\" shall mean the amount by which a Person's Tax\nliability is actually reduced (including any related interest actually received\nfrom a Tax Authority in connection therewith).\n\n         11.1.88 \"TAX PERIOD\" shall mean, with respect to any Tax, the period\nfor which the Tax is reported as provided under Applicable Tax Laws.\n\n                                       67\n\n\n         11.1.89 \"TAX RETURN\" shall mean, with respect to any Tax, any\ninformation return with respect to such Tax, any report, statement, declaration\nor document required to be filed under the Applicable Tax Law in respect of such\nTax, any claim for refund of Taxes paid, and any amendment or supplement to any\nof the foregoing.\n\n         11.1.90 \"TRANSFER COSTS\" shall have the meaning set forth in Section\n2.6.\n\n         11.1.91 \"TRANSITION SERVICES AGREEMENT\" shall mean the agreement\nsubstantially in the form of Exhibit 11.1.91 attached hereto to be entered into\nat the Closing among the Company, CSK and WISCO under which CSK and its\nAffiliates will provide transition services requested by the Company in order to\nallow it to operate the WISCO Business after the Closing in a manner consistent\nwith past practices.\n\n         11.1.92 \"WARN\" shall have the meaning set forth in Section 3.13(e).\n\n         11.1.93 \"WARN OBLIGATIONS\" shall have the meaning set forth in Section\n3.13(e).\n\n         11.1.94A \"WISCO\" shall have the meaning set forth in the preamble to\nthis Agreement.\n\n         11.1.94B \"WISCO APRIL FINANCIAL STATEMENTS\" shall have the meaning set\nforth in Section 3.6(a).\n\n         11.1.94C \"WISCO ASSUMED LIABILITIES\" shall mean all Assumed Liabilities\ntransferred to the Company by WISCO.\n\n         11.1.94D \"WISCO BUSINESS\" shall have the meaning set forth in the\nPreliminary Statements to this Agreement.\n\n         11.1.94E \"WISCO CAP\" shall have the meaning set forth in Section\n7.3(b).\n\n         11.1.94F \"WISCO CONTRIBUTED ASSETS\" shall mean all assets used directly\nand predominantly in the Commercial Tissue Business conducted by CSK whether\ndirectly or through WISCO or its Contributed Subsidiaries.\n\n         11.1.94G \"WISCO CONTRIBUTED SUBSIDIARIES\" shall mean the Contributed\nSubsidiaries of WISCO as set forth on Schedule 3.16(c).\n\n         11.1.94H \"WISCO DEBT INDEMNITY\" shall have the meaning set forth in\nSection 2.8(b).\n\n         11.1.94I \"WISCO FINANCIAL STATEMENTS\" shall have the meaning set forth\nin Section 3.6(a).\n\n         11.1.94J \"WISCO INDEMNIFIED PARTIES\" shall have the meaning set forth\nin Section 7.2(a).\n\n\n                                       68\n\n\n         11.1.94K \"WISCO INTELLECTUAL PROPERTY\" shall mean the Intellectual\nProperty of WISCO (and CSK to the extent utilized in the WISCO Business) and\nincludes, without limitation, the WISCO Marks.\n\n         11.1.94L \"WISCO LEASED REAL PROPERTY\" shall mean the Leased Real\nProperty of WISCO.\n\n         11.1.94M \"WISCO MARKS\" shall mean any mark currently owned by the WISCO\nBusiness and any mark owned by the CSK Parties that include the words, phrases\nand names \"Wisconsin Tissue Mills\", \"Wisconsin Tissue\" or \"WISCO\", or any\nvariation thereof, and any trademark, service mark, trade dress, symbol or logo\nusing such words, phrases or names and any variation thereof.\n\n         11.1.94N \"WISCO OWNED REAL PROPERTY\" shall mean the Owned Real Property\nRelated to the WISCO Business.\n\n         11.1.94O \"WISCO REAL PROPERTY\" shall mean the Real Property used in\nconnection with the WISCO Business.\n\n         11.1.94P \"WISCO REQUIRED CONSENT\" shall mean the Required Consents\npursuant to the WISCO Business and set forth on Schedule 3.3.\n\n         11.1.94Q \"WISCO RETAINED ASSETS\" shall mean the Retained Assets of the\nWISCO Business as described in Section 11.1.74 hereof.\n\n         11.1.94R \"WISCO RETAINED LIABILITIES\" shall mean the Retained\nLiabilities of the WISCO Business.\n\n         11.1.95 \"WMEX\" shall mean Wisconsin Tissue de Mexico, S.A. de C.V., a\ncorporation organized under the laws of Mexico and a wholly owned subsidiary of\nWISCO.\n\n         11.1.96 \"WORKING CAPITAL\" shall mean the excess of current assets over\ncurrent liabilities at the Determination Date on a consolidated basis as\ndetermined in accordance with Section 2.5.\n\n         11.1.97 \"YEAR 2000 READY\" shall mean that the Computer System when used\nin accordance with its associated documentation, will not be materially\nadversely affected by date data but instead will process such date data\naccurately with the implementation of a tested procedure, or is not Year 2000\ncompliant but will not cause any such processing problem. Year 2000 Ready also\nmeans that the applicable Computer System when used in accordance with its\nassociated documentation will accurately process date data such that, no value\nfor a date prior to year 2028 will cause any interruption in processing;\ndate-based functionality operates consistently for dates prior to, during and\nafter Year 2000 (through year 2027); in all interfaces and data storage, the\ncentury or any other date is specified either explicitly or by algorithms or\n\n\n                                       69\n\n\ninferencing rules; and leap years will be accurately recognized and processed.\nIf implemented properly, the Project Plan should be successful in making all\nmaterial Computer Systems Year 2000 Ready, except to the extent that a Computer\nSystem interfaces or exchanges data with other software, firmware, hardware or\nother similar or related items of automated, computerized or software systems\nthat are not Year 2000 compliant.\n\n         11.2 OTHER TERMS. Other terms may be defined elsewhere in the text of\nthis Agreement, and unless otherwise indicated shall have such meanings\nthroughout this Agreement.\n\n         11.3 OTHER DEFINITIONAL PROVISIONS.\n\n         (a) The words \"whereof\", \"herein\", and \"hereunder\" and words of similar\n         import, when used in this Agreement, shall refer to this Agreement as a\n         whole and not to any particular provision of this Agreement. The word\n         \"including\" means \"including without limitation.\"\n\n         (b) The terms defined in the singular shall have a comparable meaning\n         when used in the plural, and vice versa.\n\n         (c) The terms \"dollars\" and \"$\" shall mean United States dollars.\n\n         IN WITNESS WHEREOF, the parties have executed this Joint Venture\nAgreement as of the date first written above.\n\n                                        WISCONSIN TISSUE MILLS INC.\n\n\n                                        By:      \/s\/William T. Tolley\n                                        Name:    William T. Tolley\n                                        Title:   Vice President\n\n\n                                        GEORGIA-PACIFIC CORPORATION\n\n\n                                        By:      \/s\/Michael C. Burandt\n                                        Name:    Michael C. Burandt\n                                        Title:   Senior Vice President -\n                                                 Packaged Products\n\n\n                                        CHESAPEAKE CORPORATION\n\n\n                                        By:      \/s\/William T. Tolley\n\n\n                                       70\n\n\n                                        Name:    William T. Tolley\n                                        Title:   Senior Vice President - Finance\n                                                 and Chief Financial Officer\n\n\n                                        GEORGIA-PACIFIC TISSUE, LLC\n\n\n                                        By:      \/s\/Michael C. Burandt\n                                        Name:    Michael C. Burandt\n                                        Title:   Manager\n\n                                       71\n\n\n                                 EXHIBIT 3.6(b)\n\n  --     The \"Unaudited Balance Sheet\" should be defined to include the\n         following line items, with specific representations for each line item:\n          --      Receivables (Represents amounts due from sales to outside\n                  customers; determined in accordance with GAAP; stated at\n                  estimated net realizable value with adequate reserves for\n                  customer deductions, cash rebates, and uncollectible\n                  accounts).\n          --      Inventories (Represents raw materials, operating supplies and\n                  packaging materials, storeroom parts and supplies, work in\n                  process, and finished goods held for resale; determined in\n                  accordance with GAAP stated at cost without LIFO reserves, and\n                  with adequate reserves for obsolescence).\n          --      Prepaid Expenses and Other Current Assets (all known prepaid\n                  expenses, deferred expenses and other current assets; expected\n                  to be amortized or settled within one year; excluding income\n                  taxes and debt.\n          --      Current Assets (Represents the sum total of Receivables plus\n                  Inventories plus Prepaid Expenses and Other Current Assets as\n                  defined above).\n          --      Property, Plant and Equipment (Represents land, buildings,\n                  machinery and equipment, and construction in progress; owned\n                  or leased under capital leases; stated at cost less\n                  accumulated depreciation in accordance with GAAP).\n          --      Other Noncurrent Assets (Represents all known other noncurrent\n                  assets; excluding any noncurrent assets related to income\n                  taxes and debt).\n          --      Total Assets (Represents the sum total of Current Assets plus\n                  Property, Plant and Equipment plus Other Noncurrent Assets as\n                  defined above).\n          --      Accounts Payable (Represents all known amounts payable to\n                  vendors; payable within one year; incurred in the normal\n                  conduct of business).\n          --      Accrued Expenses and Other Current Liabilities (Represents all\n                  known other accrued expenses, deferred revenues and current\n                  liabilities; expected to be amortized or settled within one\n                  year; incurred in the normal conduct of business; including\n                  adequate provision for the current portion of any loss\n                  contingencies required to be accrued in accordance with SFAS\n                  No. 5; excluding any liabilities related to income taxes and\n                  debt).\n          --      Current Liabilities (Represents the sum total of Accounts\n                  Payable plus Accrued Expenses and Other Current Liabilities as\n                  defined above).\n          --      Long-term Liabilities (Represents all known long-term\n                  liabilities; incurred in the normal conduct of business;\n                  including adequate provision for the non-current portion of\n                  any loss contingencies required to be accrued in accordance\n                  with SFAS No. 5; excluding any liabilities related to income\n                  taxes and debt).\n          --      Total Liabilities (Represents the sum total of Current\n                  Liabilities plus Long-term Liabilities as defined above).\n          --      Equity (Represents Total Assets minus Total Liabilities as\n                  defined above).\n          --      Total Liabilities and Equity (Represents the sum total of\n                  Total Liabilities plus Equity as defined above).\n\n                                       -1-\n\n\n          --      Working Capital (Represents Current Assets minus Current\n                  Liabilities as defined above).\n\n  --     : The \"Unaudited Statement of Income\" should be defined to include the\n         following income statement line items, with specific representations\n         for each line item:\n          --      Net Sales (Represents net revenues from sales to outside\n                  customers; determined in accordance with GAAP; excluding sales\n                  to Affiliates).\n          --      Cost of Sales (Represents all known costs for procuring,\n                  manufacturing and handling products sold to outside customers;\n                  excluding depreciation and amortization expenses;\n          --      Selling, General and Administrative Expenses (Represents all\n                  known selling, general and administrative expenses for the\n                  period; excluding depreciation and amortization expenses);\n          --      Other Income (Represents all known other income for the\n                  period).\n          --      Other Expense (Represents all known other expenses for the\n                  period; excluding depreciation and amortization expenses;\n                  excluding interest expense; and excluding income taxes).\n          --      Earnings Before Interest, Income Taxes, Depreciation and\n                  Amortization (Represents Net Sales minus Cost of Sales minus\n                  Selling, General and Administrative Expenses plus Other Income\n                  minus Other Expense as defined above).\n          --      Depreciation and Amortization Expenses (Represents all known\n                  depreciation and amortization expenses for the period,\n                  including the depreciation expense component of tissue parent\n                  roll manufacturing costs).\n          --      Earnings Before Interest and Income Taxes (Represents Earnings\n                  Before Interest, Income Taxes, Depreciation and Amortization\n                  minus Depreciation and Amortization Expenses as defined\n                  above).\n\n  --     The \"Unaudited Statement of Cash Flows\" should be defined to include\n         the following cash flow statement line items:\n          --      Earnings Before Interest and Income Taxes (As defined above).\n          --      Depreciation and Amortization Expenses (As defined above).\n          --      Earnings Before Interest, Income Taxes, Depreciation and\n                  Amortization (As defined above).\n          --      Income Tax Expense (Represents the provision for income taxes,\n                  based on the estimated effective tax rate for the period).\n          --      Change in Working Capital (Represents Working Capital as of\n                  the beginning of the period minus Working Capital as of the\n                  end of the period).\n          --      Cash Provided by Operations (Represents Earnings Before\n                  Interest, Income Taxes, Depreciation and Amortization minus\n                  Income Tax Expense)\n          --      Capital Expenditures (Represents all known capitalizable\n                  expenditures for property, plant and equipment in the period).\n          --      Other Investing Activities (Represents other cash provided or\n                  used in the period, not reflected elsewhere in the Statement\n                  of Free Cash Flows; excluding cash provided by or used for\n                  financing activities).\n\n\n\n\n          --      Free Cash Flow (Cash Provided by Operations minus Capital\n                  Expenditures minus Other Investing Activities as defined\n                  above).\n\n\n\n\n                             SCHEDULES AND EXHIBITS\n\n\nSCHEDULES\n---------\n\n  Schedule 2.1(c)            G-P Contributed Assets\n  Schedule 2.3               WISCO Retained Assets and Retained Liabilities\n  Schedule 3.1               CSK Parties Qualifications\n  Schedule 3.3               WISCO Consent and Approvals\n  Schedule 3.6(a)            Financial Statements\n  Schedule 3.6(c)            Changes in Accounting Methods\n  Schedule 3.7               Litigation and Claims\n  Schedule 3.8               Taxes\n  Schedule 3.9(a)            Employees\n  Schedule 3.9(b)            Employee Plans\n  Schedule 3.9(d)            Changes to Plans\n  Schedule 3.9(f)            Funding of Plans\n  Schedule 3.9(g)            Claims Regarding Plans\n  Schedule 3.9(h)            Multi-Employer Plans\n  Schedule 3.9(i)            Plan Documents\n  Schedule 3.10              Compliance with Laws\n  Schedule 3.11(a)           Environmental Permits\n  Schedule 3.11(b)           Environmental Matters\n  Schedule 3.12              Intellectual Property\n  Schedule 3.12(e)           Year 2000\n  Schedule 3.13              Labor Matters\n  Schedule 3.14              Material Contracts\n  Schedule 3.15              WISCO Real Estate Leases\n  Schedule 3.16(a)           Exceptions to Entire Business\n  Schedule 3.16(b)           Encumbrances\n  Schedule 3.16(c)           Contributed Subsidiaries\n  Schedule 3.16(d)           Condition of Assets\n  Schedule 3.18              Insurance\n  Schedule 3.20              Material Adverse Change\n  Schedule 4.1               G-P Qualifications\n  Schedule 4.3               G-P Consent and Approvals\n  Schedule 4.6(a)            Financial Statements\n  Schedule 4.7               Litigation and Claims\n  Schedule 4.8               Taxes\n  Schedule 4.9(a)            Employees\n  Schedule 4.9(b)            Employee Plans\n  Schedule 4.9(d)            Changes to Plans\n  Schedule 4.9(f)            Funding of Plans\n  Schedule 4.9(g)            Claims Regarding Plans\n  Schedule 4.9(h)            Multi-Employer Plans\n\n\n\n  Schedule 4.9(i)            Plan Documents\n  Schedule 4.10              Compliance with Laws\n  Schedule 4.11(a)           Environmental Permits\n  Schedule 4.11(b)           Environmental Matters\n  Schedule 4.12              Intellectual Property\n  Schedule 4.12(e)           Year 2000\n  Schedule 4.13              Labor Matters\n  Schedule 4.14              Material Contracts\n  Schedule 4.15              G-P Real Estate Leases\n  Schedule 4.16(a)           Exceptions to Entire Business\n  Schedule 4.16(b)           Encumbrances\n  Schedule 4.16(c)           Condition of Assets\n  Schedule 4.18              Insurance\n  Schedule 4.20              Material Adverse Changes\n  Schedule 5.4(a)            G-P Intellectual Property\n\nEXHIBITS\n--------\n\n  Exhibit  1.1A             Certificate of Formation\n  Exhibit  2.1E             Form of Operating Agreement\n  Exhibit  2.4A(vii)        Opinion of Hunton &amp; Williams\n  Exhibit  2.4B(vii)        Opinion of General Counsel of G-P\n  Exhibit  2.8A             Company Debt Commitment Letter and Promissory Note\n  Exhibit  2.8B             G-P Guarantee\n  Exhibit  2.8C             WISCO Debt Indemnity\n  Exhibit  3.6(b)           Financial Statement Line Items\n  Exhibit  11.1.44          Form of Human Resources Agreement\n  Exhibit  11.1.51          Individuals with Knowledge\n  Exhibit  11.1.55          Form of Management Support Agreement\n  Exhibit  11.1.60          Form of Operational Support Agreement\n  Exhibit  11.1.62          Form of Parent Roll Supply Agreement\n  Exhibit  11.1.91          Form of Transition Services Agreement\n\n<type>EX-10.16\n<sequence>19\n<description>OPERATING AGREEMENT\n\n\n                                                                   EXHIBIT 10.16\n\n\n\n\n\n                               OPERATING AGREEMENT\n\n\n                                       OF\n\n                           GEORGIA-PACIFIC TISSUE, LLC\n\n\n\n\n\n\n\n                                  Dated As Of:\n\n                                 October 4, 1999\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n\n                                                                        Page No.\nARTICLE I DEFINITIONS AND TERMS\n\nSection 1.1 .       Certain Definitions                                      1\nSection 1.2         Rules of Construction                                   10\n\n\nARTICLE II GENERAL MATTERS\n\nSection 2.1        Formation                                                11\nSection 2.2        Purpose and Business                                     11\nSection 2.3        Offices                                                  11\nSection 2.4        Name                                                     11\nSection 2.5        Term                                                     11\nSection 2.6        Members                                                  11\n\n\nARTICLE III FINANCIAL AND TAX MATTERS\n\nSection 3.1          Capital Contributions                                  12\nSection 3.2          Loans from Members                                     13\nSection 3.3          Restrictions Relating to Capital; Company Property     13\nSection 3.4          Tax Treatment                                          14\nSection 3.5          Allocation of Profits                                  14\nSection 3.6          Section 3.6                                            14\nSection 3.7          Special Allocations                                    14\nSection 3.8          Offsetting Special Allocations                         16\nSection 3.9          Other Allocation Rules.                                16\nSection 3.10         Tax Elections.                                         17\nSection 3.11         Tax Allocations; Code Section 704(c).                  17\nSection 3.12         Tax Matters Member.                                    18\nSection 3.13         Regular Distribution Policy                            18\nSection 3.14         Special Distribution.                                  18\nSection 3.15         Accelerated Gains Tax Liability of WISCO.              18\nSection 3.16         Sharing of Company Tax Benefits.                       21\nSection 3.17         Permanent Company Debt                                 23\n\n\nARTICLE IV MANAGEMENT\n\nSection 4.1          General                                                25\nSection 4.2          Board Composition                                      25\nSection 4.3          Terms; Removal; Vacancies                              25\nSection 4.4          Notice; Quorum                                         25\nSection 4.5          Voting                                                 26\nSection 4.6          TelephonicMeeting; Written Consents                    26\nSection 4.7          Committees of the Board; Officers                      27\nSection 4.8          Executionof Documents                                  27\nSection 4.9          Reliance on Documents and Reports.                     28\n\n                                      -i-\n\n\nSection 4.10         Standard of Care; Indemnification                      28\nSection 4.11         Member Action.                                         28\nSection 4.12         Certain Transactions.                                  29\n\nARTICLE V ACCOUNTING, BOOKS AND RECORDS\n\nSection 5.1        Fiscal Year                                              29\nSection 5.2        Books and Records.                                       30\nSection 5.3        Auditors.                                                30\nSection 5.4        Reporting                                                30\nSection 5.5        Banking.                                                 30\nSection 5.6        Tax Return Information.                                  30\nSection 5.7        Delegation of Responsibility for Accounting and Reports. 31\n\n\nARTICLE VI CONFIDENTIALITY\n\nSection 6.1        Confidentiality Obligation                               31\nSection 6.2        Exceptions from Confidentiality Obligation               32\nSection 6.3        Employees, Agents and Advisers                           32\nSection 6.4         Return of Confidential Information                      32\nSection 6.5        Survival After Termination                               33\n\n\nARTICLE VII TRANSFER OF UNITS; PUT AND CALL RIGHTS\n\nSection 7.1        General                                                  33\nSection 7.2        Put and Call Rights                                      34\nSection 7.3        Member Transfers                                         35\nSection 7.4        Retirement.                                              35\n\n\nARTICLE VIII DISSOLUTION AND WINDING UP; BUY OUT RIGHTS\n\nSection 8.1        Dissolution                                              35\nSection 8.2        Winding Up.                                              36\nSection 8.3        In-Kind Distributions                                    36\nSection 8.4        Cancellation of Certificate of Formation                 36\nSection 8.5        Buy Out Rights.                                          37\n\n\nARTICLE IX CERTIFICATES EVIDENCING UNITS\n\nSection 9.1        Certificates                                             37\nSection 9.2        Register.                                                37\nSection 9.3        New Certificates.                                        37\nSection 9.4        Interest as a Security                                   37\nSection 9.5        Legends                                                  38\n\nARTICLE X MISCELLANEOUS\n\nSection 10.1           Notices                                              38\nSection 10.2           Amendment; Waiver                                    38\nSection 10.3           Assignment.                                          39\nSection 10.4           Entire Agreement                                     39\nSection 10.5           Public Disclosure.                                   39\n\n                                      -ii-\n\n\nSection 10.6           Parties in Interest.                                 39\nSection 10.7           Governing Law; Submission to Jurisdiction;\n                         Selection of Forum.                                39\nSection 10.8           Counterparts.                                        40\nSection 10.9           Severability.                                        40\nSection 10.10          Equitable Relief.                                    40\nSection 10.11          No Agency.                                           40\nSection 10.12          Limitation of Liability                              40\nSection 10.13          Non-Exclusive Business                               40\nSection 10.14          Dispute Resolution.                                  41\n\nEXHIBIT A                  Form of Unit Certificate\nSCHEDULE 1                 Identification of Members\n\n\n                                     -iii-\n\n\n                               OPERATING AGREEMENT\n                                       OF\n                           GEORGIA-PACIFIC TISSUE, LLC\n\n\n         THIS OPERATING AGREEMENT of GEORGIA-PACIFIC TISSUE, LLC, a Delaware\nlimited liability company (the \"Company\"), is made and entered into as of\nOctober 4, 1999, among WISCONSIN TISSUE MILLS INC., a Delaware corporation and a\nwholly owned subsidiary of Chesapeake Corporation (\"WISCO\"), GEORGIA-PACIFIC\nCORPORATION, a Georgia corporation (\"G-P\"), and such other Persons that become\nMembers as herein provided.\n\n                                    RECITALS\n\n\n         WHEREAS, the Company, G-P, WISCO and certain WISCO Affiliates are\nparties to that certain Joint Venture Agreement, dated as of October 4, 1999\n(the \"Joint Venture Agreement\");\n\n         WHEREAS, pursuant to and subject to the terms and conditions of the\nJoint Venture Agreement, each of WISCO and G-P will contribute, or cause to be\ncontributed, to the Company certain assets and liabilities in exchange for\nequity interests in the Company;\n\n         WHEREAS, the Members desire to enter into this Agreement, which shall\nconstitute the limited liability company agreement of the Members under the\nDelaware Act, for the purpose of setting forth the agreements of the Members as\nto the affairs of the Company and the conduct of its business;\n\n         NOW, THEREFORE, in consideration of the foregoing and of the mutual\ncovenants and undertakings contained herein, the parties agree as follows:\n\n\n                                    ARTICLE I\n                              DEFINITIONS AND TERMS\n\n         SECTION 1.1 CERTAIN DEFINITIONS.\n\n         As used herein, the following terms shall have the meanings set forth\nor as referenced below:\n\n         \"Adjusted Capital Account Deficit\" means, with respect to any Member,\nthe deficit balance, if any, in such Member's Capital Account as of the end of\nthe relevant Fiscal Year, after giving effect to the following adjustments:\n\n               (i) Add to such Capital Account any amounts which such Member is\ntreated as obligated to restore pursuant to Regulations Section\n1.704-1(b)(2)(ii)(c) by virtue of such Member's guarantee or indemnity agreement\nwith respect to the Company Debt or is deemed to be obligated to restore\npursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and\n1.704-2(i)(5); and\n\n               (ii) Subtract from such Capital Account the items described in\nSections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and\n1.704-1(b)(2)(ii)(d)(6) of the Regulations.\n\n                                      -1-\n\n\nThe foregoing definition of Adjusted Capital Account Deficit is intended to\ncomply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations\nand shall be interpreted consistently therewith.\n\n         \"Adjusted Property\" means any property the Carrying Value of which has\nbeen adjusted pursuant to Section 3.5(e);\n\n         \"Affiliate\" means, with respect to any Person, any other Person\ndirectly or indirectly controlling, controlled by or under direct or indirect\ncommon control with such first Person as of the date on which, or at any time\nduring the period for which, the determination of affiliation is being made. For\nthe purpose of this definition, \"control\" means (i) the direct or indirect\nownership or control of more than 50% of the voting stock or general partnership\ninterest or other voting interest in any Person, or (ii) the ability to direct\nor cause the direction of the management or affairs of a Person, whether through\nthe direct or indirect ownership of voting interests, by contract or otherwise.\n\n         \"Affiliate Member\" shall have the meaning set forth in Section 7.3(a).\n\n         \"Agreed Value\" means the Fair Market Value of Contributed Assets;\nprovided that the initial Agreed Value of Contributed Assets that a Member is\nobligated to transfer, or cause to be transferred, to the Company pursuant to\nthe Joint Venture Agreement shall be the amount set forth in, or determined\npursuant to, Section 3.1 of this Agreement.\n\n         \"Agreement\" shall mean this Operating Agreement, including the\nschedules and exhibits hereto, as the same may be amended or supplemented from\ntime to time in accordance with the terms hereof.\n\n         \"Ancillary Agreements\" shall have the meaning set forth in the Joint\nVenture Agreement.\n\n         \"Board\" means the governance board of the Company consisting of all\nManagers or, as may be applicable, any duly appointed committee of the Board.\n\n         \"Built In Gain\" means, with respect to any Contributed Asset, the\nexcess of the Fair Market Value of such Contributed Asset on the Closing Date as\ndetermined under Section 3.1(a) over the Company's adjusted basis for federal\nincome tax purposes in such Contributed Asset immediately following its\ncontribution to the Company.\n\n         \"Business Day\" means a day, other than a Saturday or Sunday, on which\nbanks generally are open in New York City for a full range of business.\n\n         \"Call Price\" shall have the meaning set forth in Section 7.2(b).\n\n         \"Capital Account\" means, with respect to any Member, the Capital\nAccount maintained for such Member in accordance with the following provisions:\n\n               (i) To each Member's Capital Account there shall be added the\namount of money and the initial Gross Asset Value of any property (other than\nmoney) contributed to the Company by such Member (or its predecessors in\ninterest) with respect to the Interest in the Company held by such Member, such\nMember's distributive share of Profits and any items in the nature of income or\ngain which are specially allocated pursuant to Section 3.7 or Section 3.8, and\nthe amount of any Company liabilities assumed by such Member or which are\nsecured by any Company property distributed to such Member.\n\n                                      -2-\n\n\n               (ii) From each Member's Capital Account there shall be subtracted\nthe amount of money and the Gross Asset Value of any property distributed to\nsuch Member pursuant to any provision of this Agreement, such Member's\ndistributive share of Losses and any items in the nature of expense or loss\nwhich are specially allocated pursuant to Section 3.7 or Section 3.8, and the\namount of any liabilities of such Member assumed by the Company or which are\nsecured by any property contributed by such Member to the Company.\n\n               (iii) In the event all or a portion of an Interest in the Company\nis transferred in accordance with the terms of this Agreement, the transferee\nshall succeed to the Capital Account of the transferor to the extent it relates\nto the transferred Interest.\n\n               (iv) In determining the amount of any liability for purposes of\nsubparagraphs (i) and (ii) above, there shall be taken into account Code Section\n752(c) and any other applicable provisions of the Code and Regulations.\n\n         The foregoing provisions and the other provisions of this Agreement\nrelating to the maintenance of Capital Accounts are intended to comply with\nRegulations Section 1.704-1(b), and shall be interpreted and applied in a manner\nconsistent with such Regulations. In the event the Board shall determine that it\nis necessary to modify the manner in which the Capital Accounts, or any debits\nor credits thereto (including, without limitation, debits or credits relating to\nliabilities which are secured by contributions or distributed property or which\nare assumed by the Company or any Member) are computed in order to comply with\nsuch Regulations, the Board may make such modification, provided that such\nmodification is not likely to have a material adverse effect on the amounts\ndistributed to any Member upon the dissolution of the Company. The Board also\nshall (i) make any adjustments that are necessary or appropriate to maintain\nequality between the Capital Accounts of the Members and the amount of Company\ncapital reflected on the Company's balance sheet, as computed for book purposes\nin accordance with Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any\nappropriate modifications in the event unanticipated events might otherwise\ncause this Agreement not to comply with Regulations Section 1.704-1(b), provided\nthat, to the extent that any such adjustment is inconsistent with other\nprovisions of this Agreement and would have a material adverse effect on any\nMember, such adjustment shall require the consent of such Member.\n\n         \"Capital Contribution\" means, with respect to any Member, the amount of\ncash and the Agreed Value of Contributed Assets contributed by such Member to\nthe Company in accordance with Section 3.1.\n\n         \"Cash Balances\" means all cash accounts on a balance sheet representing\npaper currency and coins, negotiable money orders, checks and bank balances as\nwell as cash equivalents in the form of highly liquid securities with a known\nmarket value and a maturity, when acquired, of less than three months.\n\n         \"Certificate\" means a certificate evidencing Units substantially in the\nform of Exhibit A to this Agreement.\n\n         \"Certificate of Formation\" shall have the meaning set forth in Section\n2.1.\n\n         \"Closing\" and \"Closing Date\" shall have the respective meanings set\nforth in the Joint Venture Agreement.\n\n                                      -3-\n\n\n         \"Code\" means the Internal Revenue Code of 1986, as amended from time to\ntime, and any successor to such statute.\n\n         \"Commercial Tissue Business\" shall have the meaning set forth in the\nJoint Venture Agreement.\n\n         \"Company\" shall have the meaning set forth in the preamble hereto.\n\n         \"Company Business\" means the business intended to be carried on by the\nCompany Group, as described in Section 2.2 hereof.\n\n         \"Company Debt\" means the debt incurred by the Company on or about the\nClosing Date solely to fund the Special Distribution, as further described in\nSection 2.8(b) of the Joint Venture Agreement, and refinancing or replacement\ntherefor (including up to $8 million of related expenses, including legal fees,\naccounting fees, printing fees, filing fees, and underwriting fees).\n\n         \"Company Group\" means the Company and any Subsidiaries of the Company\nfrom time to time.\n\n         \"Company Group Affiliate\" means any Person that is an Affiliate of the\nCompany.\n\n         \"Company Property\" means any and all property of whatsoever nature,\ntangible or intangible, real or personal, of the Company Group from time to\ntime.\n\n         \"Confidential Information\" shall have the meaning set forth in Section\n6.1.\n\n         \"Contributed Assets\" means the property or other consideration (other\nthan cash) contributed to the Company in exchange for Units in the Company.\n\n         \"CPA Firm\" means the independent public auditor determined pursuant to\nSection 5.3.\n\n         \"CSK\" means Chesapeake Corporation, a Virginia corporation, of which\nWISCO is a wholly-owned subsidiary.\n\n         \"CSK Group\" means CSK, WISCO, and all other CSK Subsidiaries from time\nto time.\n\n         \"CSK Group Affiliate\" means any Person that is an Affiliate of CSK.\n\n         \"Debt\" means any liability of the Company (including, without\nlimitation, liabilities to Members) for borrowed money, or any liability for the\npayment of money by the Company in connection with any guarantees, surety\nagreements, letters of credit, or other interest bearing liabilities evidenced\nby any bond, debenture, note or other similar instrument, excluding any trade\nliabilities or any non-interest bearing liabilities or obligations; capital\nlease (but not operating lease) liabilities and other liabilities which are in\nthe nature of financing; and any interest bearing off-balance sheet liabilities\nand the net liability of off balance sheet derivative contracts.\n\n         \"Delaware Act\" means the Delaware Limited Liability Company Act, 6 Del.\nC.ss.ss. 18-101 et seq., as amended from time to time, and any successor to such\nstatute.\n\n         \"Depreciation\" means, for each Fiscal Year, an amount equal to the\ndepreciation, amortization, or other cost recovery deduction allowable for\nfederal income tax purposes with respect to\n\n\n                                      -4-\n\n\nan asset for such Fiscal Year, except that if the Gross Asset Value of an asset\ndiffers from its adjusted basis for federal income tax purposes at the beginning\nof such Fiscal Year, Depreciation shall be determined by the Board in the manner\ndescribed in Regulations Section 1.704-1(b)(2)(iv)(g)(3).\n\n         \"Distributable Cash\" means the amount of cash that the Board reasonably\ndetermines is available for distribution to Members at any applicable time,\ntaking into account available cash and anticipated cash flow and current and\nanticipated expenses of the Company and after setting aside reserves in an\namount reasonably deemed necessary to provide for the Company's planned capital\nexpenditures, debt service and working capital.\n\n         \"EBITDA\" means, at any time of determination as specified in this\nAgreement, the earnings before interest, taxes, depreciation and amortization of\nthe Company Group, computed on a consolidated basis in accordance with GAAP\nconsistently applied, for the four fiscal quarters next preceding such date of\ndetermination, excluding any one time, unusual or extraordinary items (and, if\ndetermined at a time prior to the expiration of four fiscal quarters following\nthe Closing Date, then such EBITDA shall be deemed to be the EBITDA of the\nCompany Group for post-Closing completed fiscal quarters of the Company plus\ncombined EBITDA of the WISCO Business and the G-P Business for such number of\npre-Closing fiscal quarters as, together with the completed fiscal quarters of\nthe Company, shall equal four (4)).\n\n         \"Exercise Notice\" shall have the meaning set forth in Section 7.2(c).\n\n         \"Fair Market Value\" means, with respect to property, as of any date of\ndetermination, the price for such property that could be negotiated in an\narm's-length free market transaction, for cash, between a willing seller and a\nwilling buyer, neither of whom is under pressure or compulsion to complete the\ntransaction, as of such date of determination, as determined in good faith by\nthe Board using a reasonable valuation method, which determination must include\nthe vote or consent of the WISCO Member; provided that if the full Board is\nunable to reach such a determination with the vote or consent of the WISCO\nMember, the WISCO Member and the G-P Member shall each select an independent and\nnationally recognized accounting firm as its representative, and such accounting\nfirms shall select one independent and nationally recognized investment banking\nfirm, accounting firm or appraisal company as they deem appropriate and in the\nbest position to determine the Fair Market Value, whose determination of the\nFair Market Value shall be final and binding.\n\n         \"Final Determination\" means (i) a decision, judgment, decree or other\norder by any court of competent jurisdiction, which binds WISCO or CSK and has\nbecome final and not subject to further appeal, (ii) a closing agreement which\nbinds WISCO or CSK entered into under Section 7121 of the Code or any other\nbinding settlement agreement with the Internal Revenue Service entered into in\nconnection with or in contemplation of an administrative or judicial proceeding,\nor (iii) the completion of Internal Revenue Service administrative proceedings\nwhich binds WISCO or CSK and if a judicial contest is not or is no longer\navailable or, in the sole discretion of WISCO or CSK, is not to be commenced or\ncontinued.\n\n         \"Financing Agreements\" means any agreement pursuant to which the\nCompany or any Company Affiliate incurs Debt.\n\n         \"Fiscal Year\" means the fiscal year of the Company as specified in 5.1.\n\n         \"Formula Price\" means, at any date of determination, the EBITDA of the\nCompany less Net Debt as of such date multiplied by 7.38.\n\n                                      -5-\n\n\n         \"G-P Books\" means any books and records of G-P Related to calculation\nof volume, price or cost allocation methodology for purposes of the Ancillary\nAgreements.\n\n         \"G-P Call\" shall have the meaning set forth in Section 7.2(b).\n\n         \"G-P Group\" means G-P and its Subsidiaries from time to time.\n\n         \"G-P Group Affiliate\" means any Person that is an Affiliate of G-P.\n\n         \"G-P Guarantee\" shall have the meaning set forth in Section 3.17.\n\n         \"G-P Member\" means, collectively if more than one, the G-P Group\nAffiliate(s) who from time to time is (are) Member(s) of the Company.\n\n         \"Gross Asset Value\" means, with respect to any asset, the asset's\nadjusted basis for federal income tax purposes, except as follows:\n\n               (i) The initial Gross Asset Value of any asset contributed by a\nMember to Company shall be the Agreed Value of such asset except as otherwise\nprovided in Section 3.1;\n\n               (ii) The Gross Asset Values of all Company assets shall be\nadjusted to equal their respective gross Fair Market Values as of the following\ntimes: (A) the acquisition of an additional Interest in the Company by any new\nor existing Member in exchange for more than a de minimis capital contribution;\n(B) the distribution by the Company to a Member of more than a de minimis amount\nof money or other property as consideration for an Interest in the Company; and\n(C) the liquidation of the Company within the meaning of Regulations Section\n1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses\n(A) and (B) above shall be made only if such adjustments are reasonably\nnecessary or appropriate to reflect the relative economic interests of the\nMembers in the Company;\n\n               (iii) The Gross Asset Value of any Company asset distributed to\nany Member shall be adjusted to equal the gross Fair Market Value of such asset\non the date of distribution; and\n\n               (iv) The Gross Asset Values of Company assets shall be increased\n(or decreased) to reflect any adjustments to the adjusted basis of such assets\npursuant to Code Section 734(b) or Code Section 743(b), but only to the extent\nthat such adjustments are taken into account in determining Capital Accounts\npursuant to Regulation Section 1.704-1(b)(2)(iv)(m) and subparagraph (vi) of the\ndefinition of \"Profits\" and \"Losses\" or Section 3.7(g); provided, however, that\nGross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to\nthe extent the Board makes an adjustment pursuant to subparagraph (ii) that\nwould otherwise result in an adjustment pursuant to this subparagraph (iv).\n\nIf the Gross Asset Value of an asset has been determined or adjusted pursuant to\nsubparagraphs (i), (ii), or (iv), such Gross Asset Value shall thereafter be\nadjusted by the Depreciation taken into account with respect to such asset for\npurposes of computing Profits and Losses.\n\n         \"Group\" means the Company Group, the CSK Group or the G-P Group, or\nboth, as the context may require.\n\n                                      -6-\n\n\n         \"Independent Third Party\" means any Person who, immediately prior to\nthe contemplated transaction, is not the owner of in excess of a 5% Percentage\nInterest in the Company and who is not a Member of any such 5% Owner.\n\n         \"Indemnitee\" shall have the meaning set forth in Section 4.10.\n\n         \"Interest\" means the ownership interest of a Member in the Company\n(which shall be considered personal property for all purposes), consisting of\n(i) such Member's interest in profits, losses, allocations and distributions,\n(ii) such Member's right to vote or grant or withhold consents with respect to\nCompany matters as provided herein or in the Delaware Act and (iii) such\nMember's other rights and privileges as provided herein or under the Delaware\nAct.\n\n         \"Involuntary Dissolution Event\" shall mean any event described in\nSection 8.1(d) hereof if no Member filed a motion, petition, or other request\nbefore a court or an administrative agency seeking a dissolution of the Company.\n\n         \"Joint Venture Agreement\" shall have the meaning set forth in the\nrecitals hereto.\n\n         \"Law\" means any federal, state, foreign or local law, constitutional\nprovision, code, statute, ordinance, rule, regulation, order, judgment or decree\nof any governmental authority.\n\n         \"Manager\" means a person duly elected to the Board pursuant to the\nprovisions of Section 4.2 or Section 4.3 hereof. Each Manager shall constitute a\n\"manager\" of the Company as such term is defined in Section 18-101 of the\nDelaware Act.\n\n         \"Members\" mean WISCO and G-P and all other Persons admitted as\nadditional or substituted Members pursuant to this Agreement, so long as they\nremain Members. Each Member shall constitute a \"Member\" of the Company, as such\nterm is defined in Section 18-101 of the Delaware Act.\n\n         \"Net Debt\" means, at any date of determination, the amount of all Debt\nof the Company Group on such date, less all Cash Balances held by or on behalf\nof any Company Group Member and less loans made to the Members as of such date.\n\n         \"Nonrecourse Deductions\" has the meaning set forth in Section\n1.704-2(b)(1) and 1.704-2(c) of the Regulations.\n\n         \"Obligations\" shall have the meaning set forth in Section 3.17(b).\n\n         \"Nonrecourse Liability\" has the meaning set forth in Section\n1.704-2(b)(3) of the Regulations.\n\n         \"Option Closing\" shall have the meaning set forth in Section 7.2(c).\n\n         \"Option Right\" shall have the meaning set forth in Section 7.2(c).\n\n         \"Partner Nonrecourse Debt\" has the same meaning as the term \"partner\nnonrecourse debt\" set forth in Section 1.704-2(b)(4) of the Regulations.\n\n         \"Partner Nonrecourse Debt Minimum Gain\" means an amount, with respect\nto each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that\nwould result if such Partner\n\n                                      -7-\n\n\nNonrecourse Debt were treated as a Nonrecourse Liability, determined in\naccordance with Section 1.704-2(i)(3) of the Regulations.\n\n         \"Partner Nonrecourse Deductions\" has the same meaning as the term\n\"partner nonrecourse deductions\" set forth in Sections 1.704-2(i)(1) and\n1.704-2(i)(2) of the Regulations.\n\n         \"Partnership Minimum Gain\" has the meaning set forth in Sections\n1.704-2(b)(2) and 1.704-2(d) of the Regulations.\n\n         \"Percentage Interests\" means the respective proportions in which the\nMembers hold their Interests in the Company, determined for any Member as of any\ndate by dividing the number of Units held by such Member on such date by the\ntotal number of Units outstanding and held by all Members as of such date.\n\n         \"Permanent Company Debt\" shall mean the indebtedness incurred by the\nCompany to refinance the Company Debt, as further described in Section 3.17\nhereof, and shall include, where the context requires, any replacement or\nrefinancing thereof.\n\n         \"Person\" shall mean an individual, a corporation, a partnership, an\nassociation, a trust, a limited liability company, a governmental authority or\nany other entity or organization.\n\n         \"Products\" shall have the meaning set forth in Section 10.13(a).\n\n         \"Profits\" and \"Losses\" means, for each Fiscal Year, an amount equal to\nthe Company's taxable income or loss for such Fiscal Year, determined in\naccordance with Code Section 703(a) (for this purpose, all items of income,\ngain, loss, or deduction required to be stated separately pursuant to Code\nSection 703(a)(1) shall be included in taxable income or loss), with the\nfollowing adjustments:\n\n               (i) Any income of the Company that is exempt from federal income\ntax and not otherwise taken into account in computing Profits or Losses pursuant\nto this definition of \"Profits\" and \"Losses\" shall be added to such taxable\nincome or loss;\n\n               (ii) Any expenditures of the Company described in Code Section\n705(a)(2)(B), or treated as Code Section 705(a)(2)(B) expenditures pursuant to\nRegulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account\nin computing Profits or Losses pursuant to this definition of \"Profits\" and\n\"Losses\" shall be subtracted from such taxable income or loss;\n\n               (iii) In the event the Gross Asset Value of any Company asset is\nadjusted pursuant to subparagraphs (ii) or (iii) of the definition of \"Gross\nAsset Value,\" the amount of such adjustment shall be taken into account as gain\nor loss from the disposition of such asset for purposes of computing Profits or\nLosses;\n\n               (iv) Gain or loss resulting from any disposition of property with\nrespect to which gain or loss is recognized for federal income tax purposes\nshall be computed by reference to the Gross Asset Value of the property disposed\nof, notwithstanding that the adjusted tax basis of such property differs from\nits Gross Asset Value;\n\n               (v) In lieu of the depreciation, amortization, and other cost\nrecovery deductions taken into account in computing such taxable income or loss,\nthere shall be taken into account Depreciation for such Allocation Year,\ncomputed in accordance with the definition of \"Depreciation\";\n\n                                      -8-\n\n\n               (vi) To the extent an adjustment to the adjusted tax basis of any\nCompany asset pursuant to Code Section 734(b) or Code Section 743(b) is required\npursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account\nin determining Capital Accounts as a result of a distribution other than in\ncomplete liquidation of a Member's Interest, the amount of such adjustment shall\nbe treated as an item of gain (if the adjustment increases the basis of the\nasset) or loss (if the adjustment decreases the basis of the asset) from the\ndisposition of the asset and shall be taken into account for purposes of\ncomputing Profits or Losses; and\n\n               (vii) Any items which are specially allocated pursuant to Section\n3.7 or Section 3.8 shall not be taken into account in computing Profits or\nLosses.\n\nThe amounts of the items of Company income, gain, loss or deduction available to\nbe specially allocated pursuant to Sections 3.7 and 3.8 shall be determined by\napplying rules analogous to those set forth in subparagraphs (i) through (vi)\nabove.\n\n         \"Put Price\" shall have the meaning set forth in Section 7.2(a).\n\n         \"Regulations\" means the regulations promulgated by the U.S. Treasury\nDepartment pursuant to the Code.\n\n         \"Regulatory Allocations\" shall have the meaning set forth in Section\n3.8.\n\n         \"Special Distribution\" shall have the meaning set forth in Section\n2.8(b) of the Joint Venture Agreement.\n\n         \"Subsidiary\" means, with respect to any Person, any corporation,\npartnership, association, trust, limited liability company or other legal entity\nor organization of which such person, either directly or indirectly or through\nor together with any other Subsidiary of such Person, owns more than 50% of the\nequity interests.\n\n         \"Tax Matters Member\" shall have the meaning set forth in Section 3.12.\n\n         \"Tax Opinion\" means an opinion of CSK's legal counsel or public\naccounting firm to the effect that it is substantially more likely than not that\n(1) the transfer of the WISCO Business constituted a sale to the Company (in\nwhole or in part) for federal income tax purposes, or (2) the Special\nDistribution is taxable to WISCO in whole or in part. Such opinion must be based\nupon an addition, amendment, or other modification to the Code or the\nRegulations, the issuance by the Internal Revenue Service (or any other\nadministrative agency or authority having jurisdiction over the interpretation,\nadministration, or enforcement of federal income tax laws) of a ruling, notice,\nor other administrative pronouncement, or the issuance or publication of a\ndecision by a court, in any such event occurring after the Closing but before\nthe eighth anniversary of the Closing Date.\n\n         \"Transfer\" shall have the meaning set forth in Section 7.1.\n\n         \"Units\" means the equal proportional units into which Interests in the\nCompany shall be divided, which term may include fractions of Units as well as\nwhole Units. Subject to the Capital Contribution obligations of the Members\nhereunder, all Units issued hereunder shall be fully paid and non-assessable.\n\n                                      -9-\n\n\n         \"Voluntary Dissolution Event\" shall mean any event described in Section\n8.1 hereof other than an Involuntary Dissolution Event.\n\n         \"Voluntary Dissolution Event Without WISCO's Consent\" shall mean any\nVoluntary Dissolution Event which is described in Section 8.1 hereof if the\nevent occurs without the consent of the WISCO Member. For this purpose, the\nWISCO Member shall be deemed to have consented to (i) any action approved by the\nManager designated by the WISCO Member, (ii) any reduction of the WISCO Member's\n(or the CSK Group's) ownership of the outstanding Units below 5% if such\nreduction occurs because of an exercise of the WISCO Put, and (iii) the\ndissolution of the Company under Section 8.1(d) hereof at the request of the\nWISCO Member.\n\n         \"WISCO\" shall have the meaning set forth in the preamble hereto.\n\n         \"WISCO Business\" shall have the meaning set forth in the Joint Venture\nAgreement.\n\n         \"WISCO Indemnity Period\" shall have the meaning set forth in Section\n3.17.\n\n         \"WISCO Manager\" shall mean a Manager designated by the WISCO Member.\n\n         \"WISCO Member\" means, collectively if more than one, the CSK Group\nAffiliate(s) which from time to time is (are) Member(s) of the Company.\n\n         \"WISCO Put\" shall have the meaning set forth in Section 7.2(a).\n\n         SECTION 1.2 RULES OF CONSTRUCTION.\n\n         (a) Words used herein, regardless of the number and gender used, shall\nbe deemed and construed to include any other number, singular or plural, and any\nother gender, masculine, feminine or neuter, as the context requires, and, as\nused herein, unless the context requires otherwise, the words \"hereof\",\n\"herein\", and \"hereunder\" and words of similar import shall refer to this\nAgreement as a whole and not to any particular provision of this Agreement.\n\n         (b) A reference to any statute or statutory provision shall be\nconstrued as a reference to the same as it may have been, or may from time to\ntime be, amended, modified or re-enacted.\n\n         (c) The terms \"dollars\" and \"$\" shall mean United States dollars.\n\n         (d) The term \"including\" shall be deemed to mean \"including without\nlimitation.\"\n\n         (e) Article and section headings used in this Agreement are for\nconvenience of reference only and shall not affect the interpretation of this\nAgreement.\n\n         (f) This Agreement is among financially sophisticated and knowledgeable\nparties and is entered into by the parties in reliance upon the economic and\nlegal bargains contained herein and shall be interpreted and construed in a fair\nand impartial manner without regard to such factors as the party who prepared,\nor caused the preparation of, this Agreement or the relative bargaining power of\nthe parties.\n\n                                      -10-\n\n\n\n                                   ARTICLE II\n                                 GENERAL MATTERS\n\n         SECTION 2.1 FORMATION.\n\n         The Members have caused the formation of the Company as a Delaware\nLimited Liability Company pursuant to the Delaware Act by filing a Certificate\nof Formation of the Company (the \"Certificate of Formation\") with the Delaware\nSecretary of State in accordance with the Delaware Act and, in connection\ntherewith, each Member has contributed $10.00 to the capital of the Company\nprior to the date hereof. The rights and liabilities of the Members shall be as\nprovided in the Delaware Act, except as otherwise provided in this Agreement.\n\n         SECTION 2.2 PURPOSES AND BUSINESS.\n\n         Except as may otherwise be approved by the Board (which approval must\ninclude the affirmative vote or consent of the WISCO Manager), the purpose of\nthe Company and the Company Group shall be to engage in any lawful business in\nany way related to the business of producing, licensing for production and\nselling commercial tissue products and related products for the \"away from home\"\nmarket, on a worldwide basis. The Company shall have all powers necessary or\ndesirable to accomplish the aforesaid purposes. In connection therewith, the\nCompany may engage in and enter into any and all activities, contracts and\nagreements related or incident to the above-stated purposes as the Board may\ndetermine to be appropriate from time to time. The Company shall have the power\nto do all things necessary, appropriate, advisable, convenient, or incidental in\nconnection with the fulfillment of its business purposes. The Company shall not,\nand shall not permit any of its Subsidiaries to, engage in any other activity or\nbusiness except to the extent approved by the Board (which approval must include\nthe affirmative vote or consent of the WISCO Manager).\n\n         SECTION 2.3 OFFICES.\n\n         (a) The principal executive offices of the Company shall be located at\n55 Park Place, Atlanta, Georgia at the offices of G-P or such other location as\ndetermined by the Board from time to time.\n\n         (b) The registered office of the Company in the State of Delaware is\nlocated at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware\n19801. The registered agent of the Company for service of process at such\naddress is The Corporation Trust Company. Such registered office or registered\nagent may be changed by the Board from time to time.\n\n         SECTION 2.4 NAME.\n\n         The name of the Company shall be Georgia-Pacific Tissue, LLC or such\nother name as the Board may from time to time select.\n\n         SECTION 2.5 TERM.\n\n         The existence of the Company commenced on the date its Certificate of\nFormation was filed with the Secretary of State of the State of Delaware, and\nshall continue in perpetuity unless dissolved in accordance with Section 8.1.\n\n         SECTION 2.6 MEMBERS.\n\n                                      -11-\n\n\n         The name and business or mailing address of each Member of the Company\nare set forth on Schedule 1 to this Agreement. The Board shall cause Schedule 1\nto be amended from time to time to reflect the addition or retirement of\nMembers, or transfers of Units, in accordance with the terms of this Agreement.\nExcept in connection with a permitted redemption or transfer of a Member's\nentire Interest in accordance with the terms of this Agreement, no Member shall\nhave the right to retire from the Company prior to the termination of the\nCompany following dissolution and winding up.\n\n\n                                   ARTICLE III\n                            FINANCIAL AND TAX MATTERS\n\n         SECTION 3.1 CAPITAL CONTRIBUTIONS.\n\n         (a) Simultaneously with the execution of this Agreement, WISCO is\ncontributing to the Company the WISCO Business, as defined and identified in the\nJoint Venture Agreement, with an aggregate agreed value of $775,000,000 in\nexchange for 5 Units, which number of Units reflects the Special Distribution.\nSpecifically, the various categories of assets comprising the Contributed Assets\nof WISCO are as follows:\n\n                           Shares of Wisconsin Tissue\n                               de Mexico, S.A.\n                           Shares of Wisconsin Tissue\n                                Management LLC\n                           Interest in Alsip Condominium Association\n                           Working Capital\n                           Land\n                           Buildings\n                           Equipment\n                           Inventory\n                           Goodwill\n\nFor purposes of maintaining the Company's books in accordance with Regulations\nSection 1.704-1(b)(2)(iv), the initial Gross Asset Value of each asset within\neach of the above categories shall be based on the relative Fair Market Values\nof the assets within each category.\n\n         (b) Simultaneously with the execution of this Agreement, G-P is\ncontributing to the Company the G-P Contributed Assets, as defined and\nidentified in the Joint Venture Agreement, with an aggregate agreed value of\n$376,400,000 in exchange for 95 Units, which number of Units reflects the\nSpecial Distribution. Specifically, the various categories of assets comprising\nthe Contributed Assets of G-P are as follows:\n\n                           Working Capital\n                           Land\n                           Buildings\n                           Equipment\n                           Inventory\n                           Goodwill\n\n                                      -12-\n\n\nFor purposes of maintaining the Company's books in accordance with Regulations\nSection 1.704-1(b)(2)(iv), the initial Gross Asset Value of each asset within\neach of the above categories shall be based on the relative Fair Market Values\nof the assets within each category.\n\n         (c) Except as may otherwise be unanimously agreed to in writing by the\nMembers, the Members shall have no right or obligation to make any additional\nCapital Contributions to the Company.\n\n         (d) Unless otherwise unanimously agreed by the Members, any additional\nCapital Contributions made by the Members shall be made in accordance with the\nMembers' respective Percentage Interests, and additional Units shall be issued\nin respect of any such additional Capital Contributions pro rata based on the\nMembers' respective Percentage Interests.\n\n         SECTION 3.2 LOANS FROM MEMBERS.\n\n         Loans by a Member to the Company shall not be considered Capital\nContributions. Such loans shall bear interest at arm's length market rates and\nmay contain other customary commercial terms as agreed by the Company and the\nMember; provided, however, that any such loans shall be fully subordinated to\nthe Company Debt and the Permanent Company Debt in accordance with terms that\nare reasonably acceptable to each Member. If any Member shall advance funds to\nthe Company in excess of the amounts required hereunder to be contributed by\nsuch Member to the capital of the Company, such advances shall not increase the\nCapital Account of such Member. The amounts of any such advances shall be a debt\nof the Company to such Member and shall be payable or collectible only out of\nCompany assets in accordance with the terms and conditions upon which such\nadvances are made. The repayment of debt owed to a Member upon liquidation of\nthe Company shall be subject to the order of priority set forth in Section 8.2.\n\n         SECTION 3.3 RESTRICTIONS RELATING TO CAPITAL; COMPANY PROPERTY.\n\n         (a) Except as otherwise provided herein or by the Delaware Act, no\nMember shall have the right to withdraw, or receive any return of, all or a\nportion of such Member's Capital Contribution, nor shall any Member have the\nright to demand and receive property other than cash in return for its Capital\nContribution, except as provided in Section 8.3(a).\n\n         (b) No interest shall be paid by the Company on Capital Contributions\nor on balances in Members' Capital Accounts.\n\n         (c) All Company Property, whether contributed by a Member or otherwise\nacquired by the Company, shall be owned by the Company as a separate legal\nentity and no Member shall have any right of partition with respect to any\nCompany Property. The Board shall cause the Company to execute, file and record\nsuch documents as may be necessary or appropriate to reflect the Company's\nownership of Company Property in appropriate public offices.\n\n         (d) No Member shall be liable to the Company or to any other Member to\nrestore any deficit balance in its Capital Account (except as may be required by\nthe Delaware Act) or to reimburse any other Member for any portion of such other\nMember's investment in the Company. No Member shall have priority over any other\nMember, either as to the return of its Capital Contribution or as to income,\nlosses, interest, returns, or distributions, except for the priority of the\nWISCO Member with respect to the Special Distributions and as set forth in\nSection 8.3(a).\n\n                                      -13-\n\n\n         (e) The Company shall not enter into any transaction, other than the\nAncillary Agreements, with any Member or any Affiliate of any Member except on\narms length terms.\n\n         SECTION 3.4 TAX TREATMENT.\n\n         It is the intention of the Members that the Company shall be taxed as a\n\"partnership\" for United States federal, state and local income tax purposes,\nand, except as otherwise required by law, no Member shall take any action\ninconsistent with the classification of the Company as a partnership for U.S.\ntax purposes, including any action to cause the Company to be treated as an\nassociation taxable as a corporation for U.S. tax purposes.\n\n         SECTION 3.5 ALLOCATION OF PROFITS.\n\n         After giving effect to the special allocations set forth in Sections\n3.7 and 3.8, Profits for any Fiscal Year shall be allocated among the Members in\nproportion to their respective Percentage Interests.\n\n         SECTION 3.6 ALLOCATION OF LOSSES.\n\n         After giving effect to the special allocations set forth in Sections\n3.7 and 3.8, Losses for any Fiscal Year shall be allocated as set forth in\nSection 3.6(a), subject to the limitation in Section 3.6(b).\n\n         (a) Losses for any Fiscal Year shall be allocated among the Members in\nproportion to their respective Percentage Interests.\n\n         (b) The Losses allocated pursuant to Section 3.6(a) shall not exceed\nthe maximum amount of Losses that can be so allocated without causing any Member\nto have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In\nthe event some but not all of the Members would have Adjusted Capital Account\nDeficits as a consequence of an allocation of Losses pursuant to Section 3.6(a),\nthe limitation set forth in this Section 3.6(b) shall be applied on a Member by\nMember basis so as to allocate the maximum permissible Losses to each Member\nunder Section 1.704-1(b)(2)(ii)(d) of the Regulations.\n\n         SECTION 3.7 SPECIAL ALLOCATIONS.\n\n         The following special allocations shall be made in the following order:\n\n         (a) Minimum Gain Chargeback Except as otherwise provided in Section\n1.704-2(f) of the Regulations, notwithstanding any other provision of this\nArticle III, if there is a net decrease in Partnership Minimum Gain during any\nFiscal Year, each Member shall be specially allocated items of Company income\nand gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an\namount equal to such Member's share of the net decrease in Partnership Minimum\nGain, determined in accordance with Regulations Section 1.704-2(g). Allocations\npursuant to the previous sentence shall be made in proportion to the respective\namounts required to be allocated to each Member pursuant thereto. The items to\nbe so allocated shall be determined in accordance with Sections 1.704-2(f)(6)\nand 1.704-2(j)(2) of the Regulations. This Section 3.7(a) is intended to comply\nwith the minimum gain chargeback requirement in Section 1.704-2(f) of the\nRegulations and shall be interpreted consistently therewith.\n\n                                      -14-\n\n\n         (b) Partner Minimum Gain Chargeback. Except as otherwise provided in\nSection 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of\nthis Article III, if there is a net decrease in Partner Nonrecourse Debt Minimum\nGain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each\nMember who has a share of the Partner Nonrecourse Debt Minimum Gain attributable\nto such Partner Nonrecourse Debt, determined in accordance with Section\n1.704-2(i)(5) of the Regulations, shall be specially allocated items of Company\nincome and gain for such Fiscal Year (and, if necessary, subsequent Fiscal\nYears) in an amount equal to such Member's share of the net decrease in Partner\nNonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt,\ndetermined in accordance with Regulations Section 1.704-2(i)(4). Allocations\npursuant to the previous sentence shall be made in proportion to the respective\namounts required to be allocated to each Member pursuant thereto. The items to\nbe so allocated shall be determined in accordance with Sections 1.704-2(i)(4)\nand 1.704-2(j)(2) of the Regulations. This Section 3.7(b) is intended to comply\nwith the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the\nRegulations and shall be interpreted consistently therewith.\n\n         (c) Qualified Income Offset. In the event any Member unexpectedly\nreceives any adjustments, allocations, or distributions described in Section\n1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5) or Section\n1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Company income and gain\nshall be specially allocated to each such Member in an amount and manner\nsufficient to eliminate, to the extent required by the Regulations, the Adjusted\nCapital Account Deficit of such Member as quickly as possible, provided that an\nallocation pursuant to this Section 3.7(c) shall be made only if and to the\nextent that such Member would have an Adjusted Capital Account Deficit after all\nother allocations provided for in this Article III have been tentatively made as\nif this Section 3.7(c) were not in the Agreement.\n\n         (d) Gross Income Allocation. In the event any Member has a deficit\nCapital Account at the end of any Fiscal Year which is in excess of the sum of\n(i) the amount such Member is treated as obligated to restore pursuant to\nRegulations Section 1.704-1(b)(2)(ii)(c) by virtue of such Partner's guarantee\nor indemnity with respect to the Company Debt, and (ii) the amount such Member\nis deemed to be obligated to restore pursuant to the penultimate sentences of\nRegulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be\nspecially allocated items of Company income and gain in the amount of such\nexcess as quickly as possible, provided that an allocation pursuant to this\nSection 3.7(d) shall be made only if and to the extent that such Member would\nhave a deficit Capital Account in excess of such sum after all other allocations\nprovided for in this Article III have been made as if Section 3.7(c) and this\nSection 3.7(d) were not in the Agreement.\n\n         (e) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions\nfor any Fiscal Year shall be allocated to the Member who bears the economic risk\nof loss with respect to the Partner Nonrecourse Debt to which such Partner\nNonrecourse Deductions are attributable in accordance with Regulations Section\n1.704-2(i)(1).\n\n         (f) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year\nshall be allocated to the Members in proportion to their respective Percentage\nInterests.\n\n         (g) Section 754 Adjustments. To the extent an adjustment to the\nadjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code\nSection 743(b) is required, pursuant to Regulations Section\n1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be\ntaken into account in determining Capital Accounts as the result of a\ndistribution to a Member in complete liquidation of its interest in the Company,\nthe amount of such adjustment to Capital Accounts shall be treated as an item of\ngain (if the adjustment increases the basis of the asset) or loss (if the\nadjustment\n\n                                      -15-\n\n\ndecreases such basis) and such gain or loss shall be specially allocated to the\nMembers in accordance with their Interests in the Company in the event that\nRegulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom\nsuch distribution was made in the event that Regulations Section\n1.704-1(b)(2)(iv)(m)(4) applies.\n\n         (h) In the event that the Company makes a distribution to WISCO\npursuant to Section 3.15 hereof, then WISCO shall be specially allocated items\nof Company income and gain from each Fiscal Year in which such distribution is\nmade (and, if necessary, subsequent Fiscal Years in the case of distributions\nunder Section 3.15(a) or (b)) in an amount equal to the total of such\ndistributions made to WISCO.\n\n         SECTION 3.8 OFFSETTING SPECIAL ALLOCATIONS.\n\n         The allocations set forth in Sections 3.6(b), and 3.7(a), (b), (c),\n(d), (e), (f), and (g) (the \"Regulatory Allocations\") are intended to comply\nwith certain requirements of the Regulations. It is the intent of the Members\nthat, to the extent possible, all Regulatory Allocations shall be offset either\nwith other Regulatory Allocations or with special allocations of other items of\nCompany income, gain, loss or deduction pursuant to this Section 3.8. Therefore,\nnotwithstanding any other provision of this Article III (other than the\nRegulatory Allocations), the Board shall make such offsetting special\nallocations of Company income, gain, loss or deduction in whatever manner it\ndetermines appropriate so that, after such offsetting allocations are made, each\nMember's Capital Account balance is, to the extent possible, equal to the\nCapital Account balance such Member would have had if the Regulatory Allocations\nwere not part of the Agreement and all Company items were allocated pursuant to\nSections 3.5, 3.6(a) and 3.7(h). In exercising its discretion under this Section\n3.8, the Board shall take into account future Regulatory Allocations under\nSections 3.7(a) and 3.7(b) that, although not yet made, are likely to offset\nother Regulatory Allocations previously made under Sections 3.7(e) and 3.7(f).\n\n         SECTION 3.9 OTHER ALLOCATION RULES.\n\n         (a) Profits, Losses, and any other items of income, gain, loss or\ndeduction shall be allocated to the Members pursuant to this Article III as of\nthe last day of each Fiscal Year; provided that Profits, Losses and such other\nitems shall also be allocated at such times as the Gross Asset Values of Company\nProperty are adjusted pursuant to subparagraph (ii) of the definition of Gross\nAsset Value.\n\n         (b) For purposes of determining the Profits, Losses, or any other items\nallocable to any period, Profits, Losses, and any such other items shall be\ndetermined on a daily, monthly, or other basis, as determined by the Board using\nany permissible method under Code Section 706 and the Regulations thereunder.\n\n         (c) All allocations to the Members pursuant to this Article III shall,\nexcept as otherwise provided, be divided among them in proportion to their\nrespective Percentage Interests.\n\n         (d) The Members are aware of the income tax consequences of the\nallocations made by this Article III and hereby agree to be bound by the\nprovisions of this Article III in reporting their shares of Company income and\nloss for income tax purposes, except to the extent otherwise required by law.\n\n         (e) Solely for purposes of determining a Member's proportionate share\nof the \"excess nonrecourse liabilities\" of the Company within the meaning of\nRegulations\n\n\n\n                                      -16-\n\n\nSection 1.752-3(a)(3), the Members' interests in Company profits are\nin proportion to their Percentage Interests.\n\n         (f) To the extent permitted by Section 1.704-2(h)(3) of the\nRegulations, the Board shall endeavor to treat distributions as having been made\nfrom the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only\nto the extent that such distributions would cause or increase an Adjusted\nCapital Account Deficit for any Member.\n\n         SECTION 3.10 TAX ELECTIONS.\n\n         The Company shall make the following elections on the appropriate tax\nreturns:\n\n         (a) to adopt the accrual method of accounting, if permitted by the\nCode, and to keep the Company's books and records in a manner consistent\ntherewith;\n\n         (b) to elect to amortize the organizational expenses and the start-up\nexpenditures of the Company ratably over a period of sixty (60) months as\npermitted by Sections 709(b) and 195(b) of the Code;\n\n         (c) if so requested by any Member, an election under Section 754 of the\nCode to adjust the basis of the Company's property in the circumstances\ndescribed therein; and\n\n         (d) any other election not inconsistent with this Agreement or the\nJoint Venture Agreement that the Tax Matters Member may deem appropriate and in\nthe best interests of the Members.\n\nNeither the Company nor any Member may make an election for the Company to be\nexcluded from the application of the provisions of subchapter K of chapter 1 of\nsubtitle A of the Code or any similar provisions of applicable state law.\n\n         SECTION 3.11 TAX ALLOCATIONS; CODE SECTION 704(C).\n\n         In accordance with Code Section 704(c) and the Regulations thereunder,\nincome, gain, loss, and deduction with respect to any Contributed Asset shall,\nsolely for tax purposes, be allocated among the Members so as to take account of\nany variation between the adjusted basis of such Contributed Asset to the\nCompany for federal income tax purposes and its initial Gross Asset Value\n(computed in accordance with subparagraph (i) of the definition of \"Gross Asset\nValue\").\n\n         In addition, in the event the Gross Asset Value of any Company asset is\nadjusted pursuant to subparagraph (ii) of the definition of the \"Gross Asset\nValue,\" subsequent allocations of income, gain, loss, and deduction with respect\nto such asset shall take account of any variation between the adjusted basis of\nsuch asset for federal income tax purposes and its Gross Asset Value in the same\nmanner as under Code Section 704(c) and the Regulations thereunder.\n\n         The Company shall adopt and use only the \"traditional method\" permitted\nby the Regulations under Code Section 704(c), and therefore shall not make any\ncurative allocations and\/or remedial allocations. Allocations pursuant to this\nSection 3.11 are solely for purposes of federal, state, and local taxes and\nshall not affect, or in any way be taken into account in computing, any Member's\nCapital Account or share of Profits, Losses, other items, or distributions\npursuant to any provision of this Agreement.\n\n                                      -17-\n\n\n         Except as otherwise provided in this Agreement, all items of Company\nincome, gain, loss, deduction, and any other allocations not otherwise provided\nfor shall be divided among the Members in the same proportions as the Percentage\nInterest for the Fiscal Year.\n\n         SECTION 3.12 TAX MATTERS MEMBER.\n\n         The Member having the highest Percentage Interest shall be the tax\nmatters partner (the \"Tax Matters Member\") of the Company pursuant to Section\n6231(a)(7) of the Code. Such Member shall take such action as may be necessary\nto cause each other Member to become a notice partner within the meaning of\nSection 6223 of the Code. Such Member shall inform each other Member of all\nsignificant matters that may come to its attention in its capacity as Tax\nMatters Member by giving prompt notice thereof. The Company agrees to defend,\nindemnify and hold harmless the Tax Matters Member from and against all claims\nand damages relating to actions taken in good faith in discharging its\nresponsibilities as Tax Matters Member.\n\n         SECTION 3.13 REGULAR DISTRIBUTION POLICY.\n\n         (a) The Board shall determine from time to time, in its complete\ndiscretion whether and to what extent the Company shall distribute any portion\nof available Distributable Cash to Members; provided, however, that aside from\nthe Special Distribution, distributions declared or made on or before January 1,\n2002 shall not exceed the Company's \"net cash flow from operations\" as\ndetermined under Section 1.707-4(b), unless unanimously approved by the Members.\nAll funds distributed to the Members pursuant to this Section 3.12 shall be\ndistributed to them in accordance with their respective Percentage Interests.\n\n         (b) Subject to Section 8.3 hereof, to the extent that the Board\napproves any distribution that consists of property of a type or in a form other\nthan cash, the types and forms of such property shall be allocated in an\nequitable manner among the Members entitled thereto, such that each Member\nshall, except for immaterial variances, receive the same type or form of\nproperty.\n\n         (c) Any distributions to be made by the Company shall be made only to\nthe extent permitted by the Company Debt and any other Financing Agreements to\nwhich any Company Group Affiliate is a party and only if and to the extent\npermitted by applicable Law (including, without limitation, Sections 18-607 and\n18-804 of the Delaware Act).\n\n         SECTION 3.14 SPECIAL DISTRIBUTION.\n\n         Simultaneous with the Closing, the Company shall use the net proceeds\nof the Company Debt (after deducting borrowing expenses) to make the Special\nDistribution to the WISCO Member in an amount that will result in the WISCO\nMember's Percentage Interest equaling 5%. The amount of the Special Distribution\nshall be determined in accordance with Section 2.1(b) of the Joint Venture\nAgreement.\n\n         SECTION 3.15 ACCELERATED GAINS TAX LIABILITY OF WISCO.\n\n         (a) If (on one or more occasions) prior to the tenth anniversary of the\nClosing Date, the Company sells or otherwise disposes of all or any part of the\nWISCO Contributed Assets, and if WISCO therefore incurs and pays (either\ndirectly or as an offset against a tax refund or overpayment of tax) federal\nand\/or state income tax liabilities (on a cumulative basis, taking into account\nall such sales or other dispositions) exceeding $22 million as a result of the\nallocation to it of income or gain(s)\n\n                                      -18-\n\n\nrecognized by the Company from such sales or dispositions (up to the total Built\nIn Gain with respect to the WISCO Contributed Assets sold or disposed of,\ndetermined by assuming, absent a Final Determination or receipt by CSK of a Tax\nOpinion, that no income or gain is recognized by WISCO on the transfer of such\nassets to the Company), then the Company shall distribute to WISCO (after each\nsuch occasion and within 10 days after WISCO has demonstrated to the Company's\nreasonable satisfaction the appropriate amount to be distributed) an amount of\nmoney equal to the actual amount, if any, of WISCO's total federal and state\nincome tax liability in excess of $22 million resulting from the allocation to\nit of income or gain so recognized by the Company. No distribution to WISCO\nunder this Section 3.15(a), however, shall be made with respect to the Company's\nsale of inventory, the collection or disposition of accounts receivable, or the\nretirement of other assets in the ordinary course of operating the WISCO\nBusiness (it being understood that the disposition or partial liquidation of a\nmanufacturing facility or of any stock or other equity interest in any WISCO\nContributed Subsidiary shall not be considered to be a transaction in the\nordinary course of business) regardless of whether the $22 million limit\notherwise has been exceeded.\n\n         (b) (i) Subject to the compliance of WISCO with its obligations under\nclause (ii) of this Section 3.15(b), if (on one or more occasions) the Company\nor G-P (other than satisfying its obligations under the G-P Guarantee) pays all\nor any part of the principal amount of the Permanent Company Debt prior to the\nthirtieth (30th) anniversary of the Closing Date, or if the Company takes any\naction prior to such thirtieth (30th) anniversary that would result in a\nreduction, after the funding of the Permanent Company Debt, of the portion of\nsuch debt for which WISCO \"bears the economic risk of loss\" within the meaning\nof Section 1.752-2 of the Regulations, then the Company shall distribute to\nWISCO (after each such occasion and within 10 days after WISCO has demonstrated\nto the Company's reasonable satisfaction the appropriate amount to be\ndistributed) an amount of money equal to the actual increase, if any, in WISCO's\ntotal federal and state income tax liability incurred and paid by WISCO (either\ndirectly or as an offset against a tax refund or overpayment of tax) as a result\nof such payment or other action by the Company. Similar principles shall apply\nif the Company repays the principal amount of the Company Debt other than by\nreplacing such debt with the Permanent Company Debt as provided in Section 3.17\nhereof. WISCO has determined that it \"bears the economic risk of loss\" within\nsuch meaning for the Company Debt up to the amount of the Special Distribution\nas of the Closing Date and acknowledges that it will need to make a similar\ndetermination with respect to the Permanent Company Debt, and the Members\nacknowledge that no distribution will be made pursuant to this Section 3.15(b)\nto compensate WISCO for any tax liability attributable to the incorrectness of\nWISCO's determinations.\n\n         (ii) The Members acknowledge that the Company shall replace the Company\nDebt and may replace the Permanent Company Debt from time to time with other\nindebtedness so long as (x) such replacement does not result in a reduction in\nthe total amount of Company indebtedness for which WISCO \"bears the economic\nrisk of loss,\" (y) such indebtedness is on terms that are no less favorable to\nthe Company (taking into account the Company's credit rating) than prevailing\nterms in the credit markets in all material respects at the time such\nindebtedness is incurred, and (z) the Company shall have provided notice to\nWISCO of the terms of such indebtedness as soon after agreeing to such terms as\nis reasonably practicable. WISCO hereby agrees to cooperate to the extent\nreasonably required to facilitate such one or more refinancings, including but\nnot limited to, executing agreements (in form and substance reasonably\nsatisfactory to WISCO) necessary for it to \"bear the economic risk of loss\" for\nsuch replacement indebtedness in an amount not less than the Special\nDistribution. In such event, any such replacement indebtedness (and any and all\nsubsequent replacement indebtedness) shall be treated as Permanent Company Debt\nfor purposes of this Section 3.15(b).\n\n         (c) For the avoidance of doubt, the Members acknowledge that no\ndistribution will be made pursuant to this Section 3.15 as a result of the\nexercise of the WISCO Put, nor shall any\n\n                                      -19-\n\n\ndistribution be made pursuant to this Section 3.15 to compensate WISCO for any\ntax liability resulting from any treatment of the contribution of the WISCO\nContributed Assets to the Company as a sale in whole or in part for federal\nand\/or state income tax purposes (such treatment being evidenced by a Final\nDetermination or by a Tax Opinion). In making any determination of the\nappropriate amount to be distributed pursuant to this Section 3.15, any effect\non WISCO's taxable income and\/or gain resulting from any distribution made to\nWISCO pursuant to this Section 3.15, or from any corresponding special\nallocation of income under Section 3.7(h), shall be disregarded.\n\n         (d) If G-P purchases WISCO's Interest in the Company pursuant to\nSection 7.2(b) hereof, or if a Voluntary Dissolution Event Without WISCO's\nConsent occurs, then the Company shall distribute to WISCO an amount of money\nequal to the lesser of the following two amounts: (i) the amount of federal and\nstate income tax liability that WISCO actually incurred and paid (either\ndirectly or as an offset against a tax refund or overpayment of tax) as a result\nof the income and\/or gain it recognized on the sale of its Interest to G-P (or\nan Affiliate of G-P) pursuant to Section 7.2(b) or Section 8.5(b) hereof, or\nupon the receipt of distributions in liquidation of its Interest pursuant to\nSection 8.2 hereof, or (ii) the amount of federal and state income tax liability\nthat WISCO would have incurred on the sale of its Interest to G-P (or an\nAffiliate of G-P), or upon the receipt of distributions in liquidation of its\nInterest, if the income or gain recognized from such sale or liquidation were an\namount equal to the excess of (x) the aggregate Built In Gain in all of the\nWISCO Contributed Assets over (y) any such Built In Gain previously recognized\nby WISCO. For purposes of clause (y) of the preceding sentence, the following\nitems shall be treated as recognized Built In Gain: (1) any gain actually\nrecognized by WISCO from action taken by the Company with respect to the Company\nDebt if such action would give rise to a distribution obligation under Section\n3.15(b) and (2) any Built In Gain in WISCO Contributed Assets consisting of\ninventory or accounts receivable (whether or not recognized). For purposes of\nthis Section 3.15(d), in computing the amount of income and\/or gain recognized\nby WISCO on the sale its Interest pursuant to Section 7.2(b) or Section 8.5(b)\nhereof, or upon the receipt of distributions in liquidation of its Interest\npursuant to Section 8.2 hereof, there shall be included in the amount realized\nby WISCO the entire amount of Company Debt (including for this purpose the\nPermanent Company Debt) for which WISCO \"bears the economic risk of loss\" within\nthe meaning of Section 1.752-2 of the Regulations immediately before such sale\nor liquidation, regardless of whether the indemnity agreement or other\narrangement causing WISCO to \"bear the economic risk of loss\" remains in effect\nafter such sale or liquidation. The Company shall distribute to WISCO the amount\ndetermined in this Section 3.15(d) within 10 days after WISCO has demonstrated\nto the Company's reasonable satisfaction the amount to be distributed. If,\nfollowing a Voluntary Dissolution Event Without WISCO's Consent, the Company\ndoes not have sufficient funds to make the distribution to WISCO required under\nthis Section 3.15(d), G-P shall pay WISCO the amount of any shortfall.\n\n         (e) If any distribution to WISCO pursuant to this Section 3.15 is\nsmaller than it otherwise would have been because the event triggering the\nCompany's obligation to make the distribution reduced, eliminated, or prevented\nthe creation of or addition to a net operating loss carryover, capital loss\ncarryover, tax credit carryover, or other tax attribute of WISCO (collectively,\na \"WISCO Tax Attribute\"), then the Company shall distribute to WISCO (within 10\ndays after WISCO has demonstrated to the Company's reasonable satisfaction the\namount to be distributed) an amount equal to any actual increase in WISCO's\nfederal and state income tax liability in one or more prior or subsequent\ntaxable years of WISCO, but only to the extent that such increased liability is\nattributable to the decrease in such WISCO Tax Attribute.\n\n         (f) Upon the occurrence of an event requiring a distribution to WISCO\nunder Section 3.15(b) or (d), the amount of such distribution shall be increased\npursuant to this Section 3.15(f) if WISCO has theretofore incurred and paid\n(either directly or as an offset against a tax refund or\n\n                                      -20-\n\n\noverpayment of tax), and has not been indemnified by the Company pursuant to\nSection 3.15(a) (due to the $22 million limit), federal and\/or state income tax\nliabilities resulting from the allocation to WISCO of Built In Gain in the WISCO\nContributed Assets upon the Company's sale or other disposition of all or any\npart of such assets. The amount of the increased distribution, if any, under\nthis Section 3.15(f) shall be determined by multiplying (i) the federal and\/or\nstate income tax liabilities actually incurred and paid by WISCO (either\ndirectly or as an offset against a tax refund or overpayment of tax) from asset\nsales or other dispositions by the Company to the extent that such liabilities\nwere not indemnified by the Company under Section 3.15(a) by reason of the $22\nmillion limit times (ii) the \"Built In Gain Percentage.\" For purposes of this\nSection 3.15(f), the \"Built In Gain Percentage\" in the case of a distribution to\nWISCO pursuant to Section 3.15(b) is the percentage obtained by dividing (i) the\nincome or gain actually recognized by WISCO from action taken by the Company\nwith respect to the Company Debt or the Permanent Company Debt if such action\nwould give rise to a distribution obligation under Section 3.15(b) by (ii) the\naggregate Built In Gain in all of the WISCO Contributed Assets. In the case of a\ndistribution to WISCO pursuant to Section 3.15(d), the \"Built In Gain\nPercentage\" is 100%.\n\n         (h) Notwithstanding anything to the contrary in this Section 3.15, no\ndistribution shall be made to WISCO pursuant to this Section 3.15 prior to the\nday after the second anniversary of the Closing Date. If a distribution\notherwise would have been due to WISCO under this Section 3.15 before the second\nanniversary of the Closing Date, the amount of the distribution shall be\nincreased by an amount computed like interest at the prime rate published in the\n\"Money Rates\" table (or any successor thereto) of The Wall Street Journal from\ntime to time from the date such distribution otherwise would have been due.\n\n         (i) For purposes of applying this Section 3.15, the Company's adjusted\nbasis for federal and state income tax purposes in the stock of Wisconsin Tissue\nde Mexico, S.A. de C.V. immediately after the contribution of such stock to the\nCompany shall be increased by the amount of any intercompany loss with respect\nto such stock recognized by the CSK Group as a result of the contribution. WISCO\nshall inform the Company of the amount of any such recognized loss on or before\nSeptember 15, 2000, and shall inform the Company of any adjustments to the\namount of such recognized loss promptly after any such adjustment is made\n(whether by the CSK Group or by the Internal Revenue Service).\n\n         SECTION 3.16 SHARING OF COMPANY TAX BENEFITS.\n\n         (a) (i) The Members believe that the contribution of the WISCO Business\nconstitutes a nonrecognition transaction pursuant to Section 721(a) of the Code,\nand the Members and the Company shall report and otherwise treat the transfer of\nthe WISCO Contributed Assets to the Company as solely a nonrecognition\ntransaction pursuant to Section 721(a) of the Code on all relevant tax returns\nand reports unless there is a Final Determination to the contrary or CSK\nreceives a Tax Opinion to the contrary. In addition, unless there is a Final\nDetermination to the contrary or CSK receives a Tax Opinion to the contrary, the\nMembers and the Company agree to treat any excess of the Special Distribution\nover WISCO's \"allocable share\" of the Company Debt (within the meaning of\nRegulations Section 1.707-5(b)), and any excess of the Special Distribution over\nWISCO's \"allocable share\" of the Permanent Company Debt (within the meaning of\nRegulations Section 1.707-5(b)), as reimbursements of capital expenditures\nincurred by WISCO with respect to the WISCO Contributed Assets during the\ntwo-year period prior to the Closing Date to the extent permitted by Regulations\nSection 1.707-4(d). If CSK receives a Tax Opinion or, prior to the eighth\nanniversary of the Closing Date, there is a Final Determination that the\ntransfer of the WISCO Business to the Company constituted a sale to the Company\n(in whole or in part) for federal income tax purposes, then WISCO and G-P shall\njointly\n\n                                      -21-\n\n\ndetermine the change in the Company's adjusted basis for federal income\ntax purposes in the WISCO Contributed Assets (such change being referred to\nherein as the \"Sale Step-Up\").\n\n         (ii) If the Company is dissolved because of an Involuntary Dissolution\nEvent and WISCO recognizes taxable income and\/or gain resulting from the receipt\nof liquidating distributions pursuant to Section 8.2 hereof or upon the sale of\nits Interest pursuant to Section 8.5 hereof, then WISCO and G-P shall jointly\ndetermine the change, if any, in the Company's (or G-P's) adjusted basis for\nfederal income tax purposes in the WISCO Contributed Assets (such change being\nreferred to herein as the \"Involuntary Dissolution Step-Up,\" and together with\nthe Sale Step-Up, the \"Step-Up\").\n\n         (b) Within 10 days after G-P or an Affiliate of G-P files any federal\nor state income tax return (including for this purpose any amended return or\nclaim for refund) with the Internal Revenue Service or the applicable state\nincome tax authority, G-P shall pay to WISCO an amount equal to one-half of the\nnet income tax benefit to G-P or the Affiliate reflected on such return to the\nextent that such benefit is attributable to the Step-Up. In the case of any tax\nreturn described in the preceding sentence in which a net operating loss or a\nnet capital loss is reported, the net income tax benefit attributable to the\nStep-Up shall be determined as if each deduction or recognized loss of G-P (or\nits Affiliate) claimed on such return were used in proportion to (i) the total\namount of deductions or losses claimed on such return BEFORE creating any net\noperating loss or net capital loss, divided by (ii) the total amount of\ndeductions or losses claimed on such return (taking into account the amount of\ndeductions and losses resulting in a net operating loss or net capital loss for\nthe year). Any deduction resulting from a net operating loss carryover, and any\nnet capital loss carryover used to offset a recognized capital gain, shall be\ntreated as a deduction or loss attributable to the Step-Up in proportion to a\nfraction, the numerator of which is any portion of a deduction or loss\nattributable to the Step-Up that is deemed not to have been used previously and\nthe denominator of which is the total amount of the deduction resulting from the\nnet operating loss carryover or, as the case may be, the total amount of the\ncapital loss carryover that is used to offset a recognized capital gain. To the\nextent that G-P or its Affiliate receives (either directly or as an offset\nagainst a liability) a payment of interest or realizes a reduction in interest\nexpense as a result of filing a tax return described in the first sentence of\nthis Section 3.16(b), G-P shall pay to WISCO an amount computed in the same\nmanner as such interest on the amount described in such sentence.\n\n         (c) If CSK receives a Tax Opinion or, prior to the eighth anniversary\nof the Closing Date, there is a Final Determination that the transfer of the\nWISCO Business to the Company constituted a sale to the Company (in whole or in\npart) for federal income tax purposes, and the WISCO Put is exercised in full\nfollowing receipt of such Tax Opinion or such Final Determination, G-P shall\ncontinue to make payments to WISCO pursuant to Section 3.16(b) hereof until the\nnet income tax benefit attributable to the Step-Up is exhausted. If, however,\nWISCO exercises the WISCO Put (in whole or in part) prior to CSK's receipt of a\nTax Opinion or prior to a Final Determination that the transfer of the WISCO\nBusiness to the Company constituted a sale to the Company (in whole or in part)\nfor federal income tax purposes, G-P's payment obligation under Section 3.16(b)\nshall not apply to any income tax deductions or losses attributable to the\nStep-Up which are claimed in any taxable year (or portion thereof, determined by\npro rating the number of days in such taxable year) of G-P (or its Affiliate)\nthat occurs after the first such exercise of the WISCO Put.\n\n         (d) If G-P makes a payment to WISCO under this Section 3.16 and if\nWISCO and G-P jointly determine that there should have been no change in the\nbasis of assets or that the change was more or less than the amount they\noriginally determined, then (i) the amount of G-P's income tax savings\npreviously determined shall be redetermined to reflect the correct change (or no\nchange) in the basis of assets, and (ii) WISCO shall refund to G-P or G-P shall\npay to WISCO, as appropriate, the difference between the total amount previously\npaid by G-P to WISCO under this Section 3.16 and the total amount\n\n                                      -22-\n\n\nthat should have been paid based on the redetermined tax savings. To facilitate\nthe application of this Section 3.16(d), each party shall promptly notify the\nother of any event (of which the party becomes aware) that the party believes\nlikely would give rise to a redetermination under this Section 3.16(d).\n\n         SECTION 3.17 PERMANENT COMPANY DEBT.\n\n         The Company shall refinance the Company Debt (in accordance with\nSection 3.15(b)(ii)) with new non-amortizing indebtedness that remains\noutstanding for an aggregate term (taking into account the initial refinancing\nand any subsequent refinancings) of 30 years from the maturity date of the\nCompany Debt (the \"Permanent Company Debt\"). The principal amount of the\nPermanent Company Debt shall be equal to the Company Debt plus an amount of\nexpenses incurred in obtaining the Permanent Company Debt (including any\nrefinancings thereof) that does not exceed the difference between (i) $8,000,000\nin the aggregate and (ii) the amount of any borrowing expenses that were\nincurred to obtain the Company Debt and added to the principal amount thereof.\nAfter deducting such expenses, the net proceeds of the Permanent Company Debt\nshall be used solely to repay in full the principal amount of the Company Debt\n(or, in the case of refinancings of Permanent Company Debt, such refinanced\nDebt). In accordance with Section 3.15(b)(ii), WISCO hereby agrees to cooperate\nto the extent reasonably required to facilitate the obtaining of the Permanent\nCompany Debt, including but not limited to, executing agreements (in form and\nsubstance reasonably satisfactory to WISCO) necessary for it to \"bear the\neconomic risk of loss\" for such debt in an amount not less than the Special\nDistribution. The Company agrees that the Permanent Company Debt shall be issued\npursuant to an indenture or credit agreement that contains covenants that are\nsubstantially similar to those contained in the G-P Member's public bond\nindenture dated March 1, 1983, from G-P to Chase Manhattan Bank National\nAssociation, as trustee, a copy of which has been provided to the WISCO Member.\nFurther, the G-P Member shall fully and unconditionally guarantee all\nrefinancings of the Company Debt or Permanent Company Debt (such guarantee to be\nin substance sufficient for G-P to bear the \"economic risk of loss\" for such\nDebt, but for the WISCO Debt Indemnity (the \"G-P Guarantee\")), subject to an\nindemnity from WISCO on substantially the same terms as the WISCO Debt\nIndemnity.\n\n         In addition, at all times that WISCO is subject to any continuing\nliability under a WISCO debt indemnity (the \"WISCO Indemnity Period\"), the\nCompany agrees (and each of the G-P Member and WISCO Member agrees to cause the\nCompany) to abide by the following covenants:\n\n         (a) Notwithstanding Section 3.13 hereof, in the event the Company or\nany of its Subsidiaries sells any assets (other than sales of inventory in the\nordinary course of its business) or incurs any indebtedness in addition to the\nPermanent Company Debt, the proceeds of such sales or borrowings may not be\ndistributed to Members, or loaned or contributed to any Person (including,\nwithout limitation, Subsidiaries of the Company); provided, however, that the\nCompany or any of its Subsidiaries shall be permitted to lend such proceeds to\nG-P or a Subsidiary of the Company (such loan to be evidenced by a G-P note or\nCompany Subsidiary note, as the case may be, that is not subordinated to G-P's\nor such Company Subsidiary's, as the case may be, other senior unsecured debt).\n\n         (b) Neither the Company nor any of its Subsidiaries shall guarantee the\ndebt or other obligations (the \"Obligations\") of any other Person (including,\nwithout limitation, Subsidiaries of the Company) other than in the ordinary\ncourse, consistent with the past practices of either Business, except that (i)\nthe Company or such Subsidiary shall be permitted to guarantee the Obligations\nof G-P (including, without limitation, Obligations pursuant to G-P's senior bank\ncredit agreement), and (ii) the Company or such Subsidiary shall be permitted to\nguarantee the Obligations of other Persons, provided that, with respect to\nclause (ii) hereof, G-P has also guaranteed such Obligations on terms that\nprovide that the beneficiaries of such guarantees will exhaust their rights and\nremedies against G-P before\n\n                                      -23-\n\n\nexercising any rights or remedies against the Company or such Subsidiary, as the\ncase may be, pursuant to its guarantee.\n\n         (c) In addition to the negative pledge provisions to be included in the\nindenture or credit agreement for the Permanent Company Debt, neither the\nCompany nor any Subsidiary of the Company shall grant any liens or encumbrances\non any of its assets to secure Obligations of any other Person (including,\nwithout limitation, Subsidiaries of the Company), except (i) the Company or such\nSubsidiary of the Company shall be permitted to grant liens to secure\nObligations of G-P, and (ii) the Company or such Subsidiary of the Company shall\nbe permitted to grant liens on its assets to secure Obligations of other\nPersons, provided that with respect to clause (ii), G-P has guaranteed such\nObligations on terms that provide that the beneficiaries of such Obligations\nwill exhaust their rights and remedies against G-P before exercising any rights\nor remedies with respect to the pledged assets of the Company or such Subsidiary\nof the Company, as the case may be.\n\n         (d) In connection with the G-P guarantees referred to in the provisos\nof clauses (b) and (c) of this section, G-P agrees to provide the WISCO Member\nwith the proposed form of such guarantee (which shall be the same in all\nmaterial respects as the actual guarantee entered into by G-P in connection with\nthe subject transaction) as soon as practicable, but in any event within five\n(5) Business Days prior to G-P's execution of such guarantee.\n\n         (e) If the WISCO Debt Indemnity has terminated in accordance with its\nterms, this Section 3.17 shall have no further effect.\n\n\n                                      -24-\n\n\n                                   ARTICLE IV\n                                   MANAGEMENT\n\n         SECTION 4.1 GENERAL.\n\n         Subject to the delegation of rights and powers provided herein, the\nBoard shall have the sole right to manage the business of the Company and shall\nhave all powers and rights necessary, appropriate or advisable to effectuate and\ncarry out the purposes and business of the Company. No Member, by reason of its\nstatus as such, shall have any authority to act for or bind the Company or\notherwise take part in the management of the Company, but shall have only the\nright to vote on or approve the matters specifically provided herein or in the\nDelaware Act (or hereafter specified by the Board) to be voted on or approved or\ndetermined by the Members.\n\n         SECTION 4.2 BOARD COMPOSITION.\n\n         The Board shall consist of 5 Managers or such other number as the Board\nshall determine. Each Member shall have the right to designate such number of\nManagers (rounded up or down to the nearest whole number) as is in proportion to\nits respective Percentage Interest; provided that the WISCO Member shall, so\nlong as it holds any Units in the Company, be entitled to appoint at least one\nManager to the Board. Each of CSK and G-P shall provide notice of its initial\ndesignations of Managers in writing to the other on or prior to the Closing\nDate. Each Manager shall hold office until such Manager's resignation, removal,\ndeath or incapacity; provided, however, that if the number of Managers that a\nMember is entitled to designate is reduced by reason of a change in Unit\nownership, the one or more affected Managers appointed by such Member shall\nautomatically cease to be Managers (if more than one, in the reverse order of\nthe date of their respective appointments).\n\n         SECTION 4.3 TERM; REMOVAL; VACANCIES.\n\n         Managers shall hold office at the pleasure of the Member that\ndesignated them. Any Member may at any time, by written notice to the other\nMembers and the Company, remove (with or without cause) any Manager designated\nby such Member. Subject to applicable Law and to the provisions of Section 4.2,\na Manager may not be removed except by written request of the Member that\ndesignated the Manager. In the event a vacancy occurs on the Board for any\nreason, the vacancy will be filled by the written designation of the Member that\ndesignated the Manager creating the vacancy.\n\n         SECTION 4.4 NOTICE; QUORUM.\n\n         Meetings of the Board may be called by any Manager on two Business\nDays' prior written notice to all Managers stating in general the purpose or\npurposes thereof; provided, however, that any Manager may waive such notice\nprior to, at or after the meeting. The presence in person of a majority of the\nManagers shall constitute a quorum for the transaction of business at any\nmeeting of the Board. Each Member shall use its reasonable efforts to ensure\nthat a quorum is present at any duly convened meeting of the Board and each\nMember may designate by written notice to the others an alternate to act in the\nabsence of any of its previously designated Managers at any such meeting. If at\nany meeting of the Board a quorum is not present, a majority of the Managers\npresent may, without further notice, adjourn the meeting from time to time until\na quorum is obtained.\n\n                                      -25-\n\n\n         SECTION 4.5 VOTING.\n\n         (a) Each Manager shall be entitled to cast one vote on each matter\nconsidered by the Board. Except as otherwise expressly provided by this\nAgreement, the act of a majority of the Managers present at any meeting at which\na quorum is present shall constitute an act of the Board.\n\n         (b) The following matters shall require, in addition to any other vote\nrequired by applicable Law or as otherwise provided for herein, the affirmative\nvote of a majority of the Board in attendance, which majority must include a\nManager designated by the WISCO Member:\n\n               (i) except as provided in Article VIII hereof, and subject to\napplicable Law, any dissolution or liquidation of the Company;\n\n               (ii) any merger, consolidation, conversion or other\nreorganization involving the Company, or the sale or other disposition of all or\nsubstantially all of the assets of the Company in one transaction or a series of\nrelated transactions;\n\n               (iii) the admission of an additional Member except as provided in\nSection 7.1; and\n\n               (iv) any amendment to or waiver or termination of, any Ancillary\nAgreement, which amendment or waiver or termination would have the effect of\nadversely altering the methodology for establishing the price of goods or the\ncost allocation of services provided to the Company in the Ancillary Agreements\n(other than the Parent Roll Supply Agreement) or adversely amend or waive\nSection 4.1 of the Parent Roll Supply Agreement or terminate the Parent Roll\nSupply Agreement.\n\n         (c) Any Manager, when making any determination in such capacity,\nincluding voting or acting by consent with respect to any matter, shall be\nentitled to act in his or her discretion, considering only such interests and\nfactors as such Manager desires, and such Manager shall have no duty or\nobligation to give any consideration to any interest of, or other factors\naffecting, the Company or any Member. Further, a Manager may consider and act in\naccordance with the interests of the Member appointing him or her, without\nregard to the other interests or factors, including any fiduciary duties, when\nacting on any matter presented to the Board for determination, and to the extent\npermitted by the Delaware Limited Liability Company Act, the Members hereby\neliminate and waive any and all fiduciary duties and liabilities of the Manager\nand their Affiliates to the Company and any other Members.\n\n         SECTION 4.6 TELEPHONIC MEETING; WRITTEN CONSENTS.\n\n         (a) Any meeting of the Board may be held by conference telephone or\nsimilar communication equipment so long as all Managers participating in the\nmeeting can hear one another. All Managers participating by telephone or similar\ncommunication equipment shall be deemed to be present in person at the meeting.\n\n         (b) Any action to be taken by the Managers at a meeting of the Board\nmay be taken without such meeting by the written consent of a majority of the\nManagers then in office (or such higher number of Managers as is required take\nsuch action under the terms of this Agreement or applicable Law). Any such\nwritten consent may be executed and given by telecopy or similar electronic\nmeans and shall be filed with the minutes of the proceedings of the Board. If\nany action is so taken by the Board by the written consent of less than all of\nthe Managers, prior notice of the taking of such action shall be furnished to\neach Manager, which notice shall include a copy of the proposed consent, as well\nas any\n\n                                      -26-\n\n\nother information provided by the Company to any Manager with such consent\n(provided that the effectiveness of such action shall not be impaired by any\ndelay or failure to furnish such notice).\n\n         SECTION 4.7 COMMITTEES OF THE BOARD; OFFICERS.\n\n         (a) The Managers may, by resolution (which resolution shall have been\napproved by the WISCO Manager), delegate any of the Board's powers to one or\nmore committees of the Board, each consisting of one or more Managers (other\nthan the power to take the actions specified in Section 4.5(b)). The Board, by\nresolution, may adopt further procedures relating to the conduct of business by\nany of the committees established by it.\n\n         (b) The Company shall have such officers as shall be appointed by the\nBoard, each having such powers and duties as shall be provided by resolution of\nthe Board. In addition, the Board may appoint, employ or otherwise cause the\nCompany to contract with such other Persons for the transaction of the business\nof the Company or the performance of services for or on behalf of the Company as\nit shall determine in its discretion from time to time. The Board may delegate\nto any officer of the Company or to any such other Person such authority to act\non behalf of the Company as the Board may from time to time determine\nappropriate in its discretion. The salaries or other compensation, if any, of\nthe officers and agents of the Company shall be fixed from time to time by the\nBoard. The Managers shall not be responsible for any misconduct or negligence on\nthe part of any officer, agent or other Person to whom authority is delegated,\nprovided that such Person was appointed by the Managers with reasonable care.\n\n         SECTION 4.8 EXECUTION OF DOCUMENTS.\n\n         No Manager (acting solely in his capacity as such) shall have any\nauthority to bind the Company to any third party with respect to any action\nexcept pursuant to a resolution authorizing such action. Any Manager or officer\nof the Company, or any other persons specifically authorized by the Board, may\nexecute any contract or other agreement or document on behalf of the Company and\nmay execute on behalf of the Company and file with the Secretary of State of the\nState of Delaware any certificates or filings provided for in the Delaware Act.\nThe filing of the Certificate of Formation with the Secretary of State of the\nState of Delaware by the authorized person therein specified is hereby ratified\nand confirmed.\n\n                                      -27-\n\n\n         SECTION 4.9 RELIANCE ON DOCUMENTS AND REPORTS.\n\n         A Manager shall be fully protected in relying in good faith upon the\nrecords of the Company and upon such information, opinions, reports or\nstatements presented to the Company by any of its other Managers, Members,\nofficers, employees or committees, or by any other Person, as to matters the\nManager reasonably believes are within such other Person's professional or\nexpert competence and who has been selected with reasonable care by or on behalf\nof the Company (including, without limitation, information, opinions, reports or\nstatements as to the value and amount of the assets, liabilities, profits, or\nlosses of the Company or any other facts pertinent to the existence and amount\nof assets from which distributions to Members might properly be paid). In\naddition, the Managers may consult with legal counsel, accountants, appraisers,\nmanagement consultants, investment bankers and other consultants and advisors\nselected by them, and reliance upon any opinion of any such Person as to matters\nwhich the Managers reasonably believe to be within such Person's professional or\nexpert competence shall be full and complete protection in respect of any action\ntaken or suffered or omitted by the Managers hereunder in good faith and in\naccordance with such opinion.\n\n         SECTION 4.10 STANDARD OF CARE; INDEMNIFICATION.\n\n         Subject to Section 4.5(c), in carrying out his duties, a Manager or\nofficer of the Company shall not be liable to the Company or to any Member for\nany actions taken in good faith and reasonably believed by the Manager or\nofficer to be in, or not opposed to, the best interests of the Company Group, or\nfor errors of judgment, neglect or omission, including any losses sustained,\nliabilities incurred, or benefits not derived by Members in connection with any\naction or inaction of the Manager, provided, however, that a Manager or officer\nshall be liable for his willful misconduct or gross negligence.\n\n         (a) Each Manager shall, and each officer at the discretion of the Board\nmay (as so indemnified, an \"Indemnitee\") be indemnified and held harmless by the\nCompany from and against any and all losses, claims, damages, liabilities,\nexpenses (including legal fees and disbursements), judgments, fines, settlements\nand all other amounts arising from any and all claims, demands, actions, suits\nor proceedings, civil, criminal, administrative or investigative, in which the\nIndemnitee may be involved, or threatened to be involved, as a party or\notherwise by reason of his status as a Manager or officer, or his management of\nthe affairs of the Company, or which relate to the Company, its property,\nbusiness or affairs, whether or not the Indemnitee continues to be a Manager or\nofficer at the time any such liability or expense is paid or incurred, if the\nIndemnitee (i) acted in good faith and in a manner he reasonably believed to be\nin, or not opposed to, the best interests of the Company Group and, (ii) with\nrespect to any criminal proceeding, had no reasonable cause to believe his\nconduct to be unlawful; provided however, that no Indemnitee shall be entitled\nto indemnification if it shall be finally determined that such Indemnitee's act\nor omission constituted willful misconduct or gross negligence.\n\n         (b) Expenses (including legal fees and disbursements) incurred in\ndefending any proceeding shall be paid by the Company in advance of the final\ndisposition of such proceeding upon receipt of an undertaking by or on behalf of\nthe Indemnitee to repay such amount if it is ultimately determined by a court of\ncompetent jurisdiction that the Indemnitee is not entitled to be indemnified by\nthe Company as authorized hereunder.\n\n         SECTION 4.11 MEMBER ACTION.\n\n                                      -28-\n\n\n         In the event that any matter is required to be submitted to the Members\nfor their approval under the terms of this Agreement or the Delaware Act, the\nfollowing provisions shall apply:\n\n         (a) The Members may vote on any such matter at a meeting to be held at\nsuch time and place as shall be designated by the Board. Any meeting of the\nMembers may be held by conference telephone or similar communication equipment\nso long as all Members participating in the meeting can hear one another. All\nMembers participating by telephone or similar communication equipment shall be\ndeemed to be present in person at the meeting. Members shall be given at least\nthree Business Days' prior notice of any meeting; provided that any Member may\nwaive such notice prior to, at or after the meeting. The notice shall specify\nthe place, date and hour of the meeting and the general nature of the business\nto be transacted. Every Member entitled to vote or act on any matter at a\nmeeting of Members shall have the right to do so either in person or by proxy.\n\n         (b) Each Member shall be entitled to one vote for each Unit owned by\nit. At any meeting of Members, the presence in person or by proxy of Members\nhaving the right to vote more than 50% of the Units entitled to vote at such\nmeeting shall constitute a quorum for the transaction of business. Except as\notherwise required by this Agreement or applicable Law, the affirmative vote of\nMembers having the right to cast more than 50% of the votes present at a meeting\nof Members at which a quorum is present is required to approve any action\nrequiring the Members' approval at such meeting.\n\n         (c) Any action that may be taken at any meeting of Members may be taken\nwithout a meeting and without prior notice if a consent in writing setting forth\nthe action so taken is signed by all Members. Any such written consent may be\nexecuted and given by telecopy or similar electronic means and such consents\nshall be filed with the minutes of the proceedings of the Members.\n\n         SECTION 4.12 CERTAIN TRANSACTIONS.\n\n         (a) Without requirement of further consent or action of the Members or\nManagers of the Company, the Company is authorized to enter into the Joint\nVenture Agreement and each of the Ancillary Agreements and all other documents\nand agreements to be delivered by the Company at the Closing pursuant to the\nJoint Venture Agreement, to perform the Company's obligations thereunder, and to\nconsummate the transactions contemplated thereby, all of which actions are\napproved, ratified and confirmed by the Members. Without limiting the foregoing,\nit is understood and agreed that, pursuant to the Management Agreement (as\ndefined in the Joint Venture Agreement) G-P shall, subject to the authority of\nthe Board, be responsible for the management and operations of the Company.\n\n         (b) Notwithstanding anything herein to the contrary, prior to agreeing\nto terminate any Ancillary Agreement (other than the Parent Roll Supply\nAgreement, which may not be terminated at any time that WISCO is a Member of the\nCompany without the WISCO Manager's consent thereto), the Board must make a good\nfaith determination that it no longer requires the services provided by G-P in\nsuch Ancillary Agreement.\n\n\n\n                                    ARTICLE V\n                          ACCOUNTING, BOOKS AND RECORDS\n\n\n         SECTION 5.1 FISCAL YEAR.\n\n                                      -29-\n\n\n         The fiscal year and fiscal periods of the Company shall be the same as\nthe fiscal year and fiscal periods of G-P, as the same may be changed or\nmodified from time to time. The G-P Member shall give the WISCO Member prompt\nnotice of any material change in the fiscal year or fiscal periods of G-P.\n\n         SECTION 5.2 BOOKS AND RECORDS.\n\n         The Company shall keep at its principal executive offices books and\nrecords typically maintained by Persons engaged in similar businesses and which\nshall set forth a true, and complete account of the Company Business and affairs\nof the Company Group in all material respects. Such books and records shall be\nkept in accordance with GAAP in a manner reasonably designed to provide such\ninformation as well as permit preparation by Members of their Federal and State\ntax returns and to calculate EBITDA of the Company. Each of the Members and\ntheir respective authorized representatives (and with respect to the G-P Books\nthe WISCO Member) shall have the right, at all reasonable times and upon\nreasonable advance written notice to the Company, at such Member's expense, to\ninspect, audit and copy the books and records of the Company Group (and with\nrespect to the G-P Books the WISCO Member) for any purpose reasonably related to\nthe Member's interests as a Member of the Company. A Member requesting any such\naccess to books and records shall reimburse the Company or G-P, as the case may\nbe, for any costs reasonably incurred by it in connection therewith.\n\n         SECTION 5.3 AUDITORS.\n\n         The CPA Firm of the Company shall be the same firm used by G-P, as such\nCPA Firm may be changed from time to time so long as it is an auditing firm of\nnational standing.\n\n         SECTION 5.4 REPORTING.\n\n         The Company shall use reasonable commercial efforts to deliver to each\nMember (i) prior to each fiscal quarter, a quarterly forecast of the results of\noperations of the Company Group for such quarter, and, as soon as practicable,\nany material changes to such forecast; (ii) within 15 days after the close of\neach fiscal quarter, estimated financial statements for the Company Group; (iii)\nwithin 30 days after the close of each fiscal quarter, an Unaudited Balance\nSheet, Statement of Income and Statement of Cash Flows for the Company Group,\ntogether with the notes related thereto; and (iv) within 60 days after the close\nof each Fiscal Year, an Audited Balance Sheet, Statement of Income and Statement\nof Cash Flows for the Company Group for such Fiscal Year, together with the\nnotes related thereto. The Members acknowledge and agree that the Members shall\nhave no recourse against the Company or each other in the event the forecast is\nincorrect and that no Member shall be entitled to rely on such forecast for any\npurpose.\n\n         SECTION 5.5 BANKING.\n\n         All funds of the Company received from any and all sources shall be\ndeposited in the Company's name in such separate checking or other such accounts\nas shall be determined by the Board. In connection with the maintenance of such\nbank accounts, the Board shall designate those individuals who will have\nauthority to write checks or otherwise disburse funds from such bank accounts on\nbehalf of the Company in connection with its activities. Nothing contained\nherein shall be construed to limit the ability of the Company to obtain and\nutilize cash management services pursuant to the Management Agreement, as\ndefined in the Joint Venture Agreement.\n\n         SECTION 5.6 TAX RETURN INFORMATION.\n\n                                      -30-\n\n\n         The Company shall prepare all federal, foreign, state and local income\ntax returns that the Company is required to file. Within 120 days following the\nclose of each Fiscal Year, the Company shall send or deliver to each Person that\nwas a Member at any time during such year such tax information as shall\nreasonably be required for the preparation by such Person of its federal,\nforeign, state and local income and other income tax returns.\n\n         SECTION 5.7 DELEGATION OF RESPONSIBILITY FOR ACCOUNTING AND REPORTS.\n\n         Subject to the provisions of Section 5.3, the Board may cause the\nCompany to contract with any other Person for the provision of any of the\naccounting, cash management and tax services required under Article III or this\nArticle V and may pay reasonable compensation for such services.\n\n                                   ARTICLE VI\n                                 CONFIDENTIALITY\n\n         SECTION 6.1 CONFIDENTIALITY OBLIGATION.\n\n         The WISCO Member (and, in the case of Section 6.1(c) below, the\nCompany) shall use (and shall ensure that each of its Affiliates shall use) all\nreasonable efforts to keep confidential (and to ensure that its officers,\nemployees, agents and professional and other advisers keep confidential) the\nfollowing (\"Confidential Information\"):\n\n         (a) all technical information, formulae, designs, specifications,\ndrawings, data, manuals, instructions and other know-how relating to the\nproducts and technical processes of the Company Group, the Company Business or\nthe business of any other Member;\n\n         (b) any information which the WISCO Member may have or acquire before\nor after the date of this Agreement with respect to the customers, business,\nassets or affairs of any G-P Group Affiliate, or any Company Group Affiliate,\nresulting from:\n\n               (i) negotiating this Agreement, the Joint Venture Agreement or\nany other agreement referred to in or entered into pursuant to this Agreement or\nthe Joint Venture Agreement;\n\n               (ii) being a Member in the Company;\n\n               (iii) appointing Managers to the Board and their exercise of\ntheir duties; or\n\n               (iv) exercising its rights or performing its obligations under\nthis Agreement;\n\n         (c) any information which the Company may have or acquire before or\nafter the date of this Agreement in relation to the customers, business, assets\nor affairs of any G-P Group Affiliate or any CSK Group Affiliate resulting from\nthe exercise of its rights or performance of its obligations under this\nAgreement, the Joint Venture Agreement or any other agreement referred to in or\nentered into pursuant to this Agreement or the Joint Venture Agreement; or\n\n         (d) any information which such Member may have or acquire before or\nafter the date of this Agreement with respect to the customers, business, assets\nor affairs of the Company Business.\n\n         The WISCO Member (and, in the case of Section 6.1(c), the Company)\nshall not (and shall cause its Affiliates not to) disclose to any third party\nany Confidential Information without the consent of the\n\n                                      -31-\n\n\nG-P Member. In performing its obligations under this Article VI, the WISCO\nMember and the Company shall (and shall cause its Affiliates to) apply no lesser\nconfidentiality standards and procedures than it applies generally in relation\nto its own confidential information. Notwithstanding anything herein to the\ncontrary, for purposes of this Agreement, the term Confidential Information\nshall not include information of the type described in Sections 6.2(b) and\n6.2(g).\n\n         SECTION 6.2 EXCEPTIONS FROM CONFIDENTIALITY OBLIGATION.\n\n         The obligation not to disclose Confidential Information to any third\nparty under this Article VI does not apply to:\n\n         (a) the disclosure (subject to Section 6.3) on a 'need to know' basis\nto a company which is another CSK Group Member where the disclosure is for a\npurpose reasonably incidental to this Agreement; including, without limitation,\nas necessary for the performance of its obligations under any Ancillary\nAgreement, in which case such company shall be subject to the confidentiality\nobligations of Article VI in this Agreement;\n\n         (b) information which is independently developed by the WISCO Member or\nacquired from a third party to the extent that it is acquired with the right to\ndisclose the same after the date hereof;\n\n         (c) the disclosure of information to the extent required to be\ndisclosed by law, any stock exchange regulation or any binding judgment, order\nor requirement of any court or other competent authority (subject to the\nobligation to consult with the G-P Member in advance and to take account of its\nreasonable requirements);\n\n         (d) disclosure of information to lenders and rating agencies;\n\n         (e) the disclosure of information to any tax authority to the extent\nreasonably required for the purposes of the tax affairs of the WISCO Member\nconcerned or any Member of its Group;\n\n         (f) the disclosure (subject to Section 6.3) in confidence to the WISCO\nMember's professional advisers of information reasonably required to be\ndisclosed for a purpose reasonably incidental to this Agreement; or\n\n         (g) information which becomes within the public domain (otherwise than\nas a result of a breach of Article VI).\n\n         SECTION 6.3 EMPLOYEES, AGENTS AND ADVISERS.\n\n         The WISCO Member shall inform (and shall ensure that each of its\nSubsidiaries or Affiliates shall inform) any officer, employee or agent or any\nprofessional or other adviser advising it in relation to the matters referred to\nin this Agreement, or any other Person to whom it provides Confidential\nInformation, that such information is confidential and shall instruct them (i)\nto keep it confidential and (ii) not to disclose it to any third party (other\nthan those persons to whom it has already been disclosed in accordance with the\nterms of this Agreement). The disclosing Member is responsible for any breach of\nthis Article VI by the person to whom the Confidential Information is disclosed.\n\n         SECTION 6.4 RETURN OF CONFIDENTIAL INFORMATION.\n\n                                      -32-\n\n\n         If the Company dissolves and terminates, either the WISCO Member or the\nG-P Member may by notice to any other Member require the other Member to destroy\nor return the first Member's (but not the Company's) Confidential Information.\nIn addition, if at any time either the WISCO Member or the G-P Member shall\ncease directly or indirectly to be a Member, the other Member may, by notice to\nthe first Member, require the first Member to destroy or return the other\nMember's Confidential Information. If so, the first Member shall (and shall\nensure that its Affiliates and its officers and employees shall):\n\n         (a) destroy or return all documents containing Confidential Information\nwhich have been provided by or on behalf of the Member demanding the return of\nConfidential Information; and\n\n         (b) destroy or return any copies of such documents and any document or\nother record (including in electronic form) reproducing, containing or made from\nor with reference to the Confidential Information\n\n(except, in each case, for a record of any submission to or filings with\ngovernmental, tax or regulatory authorities or papers required for a Member's\nboard or other corporate records or documents required in connection with\nlitigation). The first Member shall return or destroy the Confidential\nInformation as soon as practicable after receiving notice and, in the case of\ndestruction, shall provide a certificate of an officer of that Member confirming\nthat destruction.\n\n         (c) The provisions of Section 6.4(a) shall not apply in the event of a\ndissolution and termination in which the Board has expressed its rights under\nSection 8.3(a) hereof.\n\n         SECTION 6.5 SURVIVAL AFTER TERMINATION.\n\n         The provisions of this Section 6.5 shall survive the dissolution and\ntermination of the Company and any Transfer of a Member's Units. If either the\nWISCO Member or the G-P Member shall cease to be a Member following a Transfer\nof Units pursuant to this Agreement, then:\n\n         (a) the term Confidential Information for the purposes of this Article\nVI shall extend to and include all Confidential Information held by CSK Group\nMembers or G-P Group Members (as the case may be) about the other (excluding the\nCompany) and the confidentiality obligations set out in Section 6.1 shall\n(subject to Section 6.2) thereafter apply to each CSK Group Member ceasing to be\na Member (as the case may be) as if it were a Member; and\n\n         (b) the provisions of Section 6.4 relating to return or destruction of\nConfidential Information shall similarly apply to such extended application of\nthe term Confidential Information, pursuant to Section 6.5(a), as if it were\nConfidential Information of the remaining Member.\n\n\n                                   ARTICLE VII\n                     TRANSFER OF UNITS; PUT AND CALL RIGHTS\n\n         SECTION 7.1 GENERAL.\n\n         Except as permitted by Section 7.2, or with the prior written consent\nof all other Members, no Member will directly or indirectly (i) sell, assign,\npledge, encumber, hypothecate, dispose of or otherwise transfer (collectively,\n\"Transfer\") any Units, or any interest in any Units, (ii) agree to any such\nTransfer or (iii) permit or suffer any such interest to be subject to Transfer,\ndirectly or indirectly, by\n\n                                      -33-\n\n\nmerger or other operation of law, agreement or otherwise. Any purported Transfer\nin any manner not permitted by this Article VII shall be null and void and shall\nnot be recognized or given effect by the Company or any Member; provided,\nhowever, that a change of control of CSK or G-P shall not be deemed to be a\nTransfer.\n\n         SECTION 7.2 PUT AND CALL RIGHTS.\n\n         (a) At any time on or after the third anniversary of the Closing Date,\nthe WISCO Member shall have a right to sell to G-P, or to obligate the Company\nto redeem, in WISCO's sole discretion, all or any portion of the WISCO Member's\nUnits (the \"WISCO Put\") at a purchase or redemption price, as the case may be,\nequal to the Formula Price multiplied by a fraction, the numerator of which\nshall be the number of Units being sold or redeemed and the denominator of which\nshall be the total number of Units of the Company then outstanding (the \"Put\nPrice\"); provided, however, that WISCO shall not have the right to exercise the\nWISCO Put on more than (3) three occasions.\n\n         (b) At any time commencing after the tenth anniversary of the Closing,\nG-P shall have the right to purchase, and the WISCO Member shall be obligated to\nsell, all but not less than all of the Units owned by the WISCO Member (the \"G-P\nCall\") at a purchase price equal to the Formula Price multiplied by a fraction,\nthe numerator of which shall be the number of Units then owned by the WISCO\nMember and the denominator of which shall be the total number of Units of the\nCompany then outstanding (the \"Call Price\").\n\n         (c) In the event the WISCO Put or the G-P Call (either being referred\nto as \"Option Right\") is exercised, the following procedure shall be applicable:\n\n               (i) The Member exercising its Option Right shall deliver a\nwritten notice to the other Member and the Company (the \"Exercise Notice\").\n\n               (ii) The Exercise Notice shall: (a) specify the identity of each\nMember electing to exercise an Option Right; (b) specify the number of Units to\nbe sold, purchased or redeemed pursuant to such Exercise Notice; and (c) be\nexecuted by a duly authorized officer of such Member.\n\n               (iii) In the event of exercise of a WISCO Put, the G-P Member or\nthe Company, as specified in any Exercise Notice regarding such WISCO Put, shall\npurchase and the WISCO Member shall sell the Units specified in the Exercise\nNotice. In the event of exercise of the G-P Call, the WISCO Member shall sell\nand the G-P Member shall purchase all Units owned by the WISCO Member.\n\n               (iv) The closing of a Transfer pursuant to exercise of an Option\nRight (an \"Option Closing\") shall take place at a time and place to be\ndesignated by mutual agreement between the Members; provided, however, that the\ndate designated for the Option Closing shall not be more than ten (10) Business\nDays from the date of receipt by the Company of the Exercise Notice. At the\nOption Closing, the WISCO Member shall deliver to the Company certificates\nrepresenting the Units subject to the Exercise Notice (free and clear of all\nliens, charges and encumbrances) and the Company or the G-P Member, as\napplicable, shall pay to the WISCO Member the Put Price or the Call Price, as\napplicable, by cashier's or certified check payable to any such WISCO Member, or\nby wire transfer of immediately available funds to an account designated by such\nWISCO Member.\n\n               (v) At the Option Closing, the WISCO Member shall execute and\ndeliver such documents as reasonably requested by the G-P Member to fully\ntransfer title to the Units subject to\n\n                                      -34-\n\n\nsuch Exercise Notice, including documents representing and warranting good and\nmarketable title to such Units and that such Units are owned free and clear of\nall liens, charges and encumbrances.\n\n         SECTION 7.3 MEMBER TRANSFERS.\n\n         (a) Upon not less than fifteen (15) days advance written notice to the\nCompany and effective as of the first day of the next calendar month, any Member\nmay Transfer any of the Units held by it to any of its Affiliates and such\ntransferee shall become a Member hereunder (an \"Affiliate Member\"), provided\nthat (i) such transferee shall execute a counterpart of this Agreement, agreeing\nthereby to be bound by all of the provisions hereof and (ii) in the event that\nsuch transferee would at any time thereafter cease to be an Affiliate of the CSK\nGroup or the G-P Group, as the case may be, then the Units so transferred to\nsuch former Affiliate shall be Transferred back to CSK or G-P, or an Affiliate\nof their respective Groups, as applicable, prior to such CSK Group Affiliate or\nG-P Group Affiliate ceasing to be such (and if such transfer back does not occur\nprior to the Affiliate ceasing to be such, the transaction which results in the\ntransferee ceasing to be an Affiliate shall be deemed a Transfer which is\nsubject to the restrictions of this Section 7.3).\n\n         (b) Notwithstanding anything herein to the contrary, G-P or an\nAffiliate Member of G-P may transfer its Units or interests in its Units to any\nthird party at any time after the tenth anniversary of the date hereof, provided\nthat such transferee shall execute a counterpart of this Agreement, agreeing\nthereby to be bound by all of the provisions hereof.\n\n         SECTION 7.4 RETIREMENT.\n\n         Any Member that Transfers all of its Units pursuant to the terms hereof\nshall be deemed to have retired and to have ceased to be a Member as of the\neffective date of such Transfer.\n\n                                  ARTICLE VIII\n                   DISSOLUTION AND WINDING UP; BUY OUT RIGHTS\n\n\n         SECTION 8.1 DISSOLUTION.\n\n         Subject to Section 8.5 hereof, the Company may, at the sole discretion\nof the Board, be dissolved and its affairs wound up and terminated upon the\nfirst to occur of the following:\n\n         (a) the unanimous consent of all Members to dissolve the Company, it\nbeing expressly understood that Section 18-801(a)(3) of the Delaware Act shall\nnot apply to the Company;\n\n         (b) the sale or other disposition of all or substantially all of the\nassets of the Company in one transaction or a series of related transactions;\n\n         (c) the date the WISCO Member or the CSK Group holds less than 5% of\nthe outstanding Units; and\n\n         (d) the occurrence of an event causing a dissolution of the Company\nunder Section 18-801 of the Delaware Act, unless the Company is continued as\npermitted under the Delaware Act.\n\n                                      -35-\n\n\n         SECTION 8.2 WINDING UP.\n\n         If the Company is dissolved pursuant to Section 8.1, this Agreement\nshall remain in full force and effect and shall continue to govern the rights\nand obligations of the Members and Managers and the conduct of the Company\nduring the period of winding up the Company's affairs. The Board shall apply and\ndistribute the assets of the Company in the following order of priority (subject\nto Section 8.3), unless otherwise required by mandatory provisions of applicable\nlaw:\n\n         (a) to satisfy the Company Debt or the Permanent Company Debt;\n\n         (b) to other creditors, including Members who are creditors, to the\nextent otherwise permitted by law, in satisfaction of the liabilities of the\nCompany (whether by payment, by the establishment of reserves of cash or other\nassets of the Company for contingent liabilities in amounts, if any, determined\nby the Board to be appropriate for such purposes or by other reasonable\nprovision for payment), other than liabilities for distributions to Members and\nformer Members under Sections 18-601 or 18-604 of the Delaware Act;\n\n         (c) to Members and former Members in satisfaction of liabilities for\ndistributions under 18-601 or 18-604 of the Delaware Act; and\n\n         (d) thereafter to the Members in proportion to the positive balances of\ntheir respective Capital Accounts (determined after allocating all income, gain,\ndeduction, loss and other like items arising in connection with the liquidation\nof Company assets and otherwise making all Capital Account adjustments required\nunder the definition of Capital Account);\n\n         SECTION 8.3 IN-KIND DISTRIBUTIONS.\n\n         In the event of a dissolution or winding up of the Company, the Board\nshall, to the extent permitted by law, (a) distribute to the G-P Member the\namount required by Section 8.2 in kind, from the Company's assets, and to the\nWISCO Member the amount required by Section 8.2 in cash, or (b) if the Board\ndetermines (which determination must include the affirmative vote or consent of\nthe WISCO Manager) that a prompt sale of part or all of the Company's assets\nwould be impractical or would cause undue loss to the value of Company assets,\nthe Board may defer for a reasonable time (up to three (3) years) the\nliquidation of any assets, except those necessary to timely satisfy liabilities\nof the Company (other than those to Members), and\/or may distribute to the\nMembers, in lieu of cash, as tenants in common, undivided interests in such\nCompany assets as the Board deems not suitable for liquidation. Any such in-kind\ndistributions shall be made in accordance with the priorities set forth in\nSection 8.2 as if cash equal to the Fair Market Value of the distributed assets\nwere being distributed. Any such distributions in kind shall be subject to such\nconditions relating to the disposition and management of such properties as are\nreasonable and equitable and to any joint operating agreements or other\nagreements governing the operation of such properties at such time. The\nliquidating distributions to be made pursuant to this section shall be made\nwithin the time set forth in Regulations Section 1.704-1(b)(2)(ii)(b)(2).\n\n         SECTION 8.4 CANCELLATION OF CERTIFICATE OF FORMATION.\n\n         Upon the completion of the distribution of Company Property as provided\nin Sections 8.2 and 8.3, the Company shall be terminated, and the Board shall\ncause the cancellation of the Certificate of Formation and all qualifications of\nthe Company as a foreign limited liability company and shall take such other\nactions as may be necessary to terminate the Company.\n\n                                      -36-\n\n\n         SECTION 8.5 BUY OUT RIGHTS.\n\n         In the event of the occurrence of any of the events described in\nSection 8.1, G-P shall have the option to either (a) cause the dissolution and\nwind up the Company pursuant to this Article VIII; or (b) cause a Subsidiary of\nG-P to purchase the Units held by the WISCO Member at a purchase price\ncalculated by multiplying the Formula Price times the WISCO Member's Percentage\nInterest, in which case the Company shall not be dissolved; or (c) to the extent\nlegally permissible, take no action and continue the existence of the Company.\nSuch option shall be exercised, and notice of such exercise provided to the\nWISCO Member, within 120 days after the occurrence of any of such events\ndescribed in Section 8.1.\n\n                                   ARTICLE IX\n                          CERTIFICATES EVIDENCING UNITS\n\n         SECTION 9.1 CERTIFICATES.\n\n         The Units owned by each Member shall be evidenced by one or more\nCertificates. Each Certificate shall be executed by such Managers or such\nofficers of the Company as the Board shall designate.\n\n         SECTION 9.2 REGISTER.\n\n         The Company shall keep or cause to be kept a register in which, subject\nto such regulations as the Board may adopt, the Company will provide for the\nregistration of Units and the registration of Transfers of Units. Upon surrender\nfor registration of Transfer of any Certificate, and subject to the further\nprovisions of this Section 9.2 and Section 9.3 and the limitations on Transfer\ncontained elsewhere in this Agreement, the Company will cause the execution, in\nthe name of the registered holder or the designated transferee, of one or more\nnew Certificates, evidencing the same aggregate number of Units as did the\nCertificate surrendered or such other number as is appropriate in the event such\nTransfer is pursuant to exercise of an Option Right. Every Certificate\nsurrendered for registration of Transfer shall be duly endorsed, or be\naccompanied by a written instrument of Transfer in form satisfactory to the\nBoard, duly executed by the registered holder thereof or such holder's\nauthorized attorney.\n\n         SECTION 9.3 NEW CERTIFICATES.\n\n         The Company shall issue a new Certificate in place of any Certificate\npreviously issued if the record holder of the Certificate (i) makes proof by\naffidavit, in form and substance satisfactory to the Board, that a previously\nissued Certificate has been lost, destroyed or stolen, (ii) requests the\nissuance of a new Certificate before the Company has received notice that the\nCertificate has been acquired by a purchaser for value in good faith and without\nnotice of an adverse claim, (iii) if requested by the Board, delivers to the\nCompany a bond, in form and substance satisfactory to the Board, with such\nsurety or sureties and with fixed or open liability as the Board may direct, to\nindemnify the Company, as registrar, against any claim that may be made on\naccount of the alleged loss, destruction or theft of the Certificate, and (iv)\nsatisfies any other reasonable requirements imposed by the Board.\n\n         SECTION 9.4       INTEREST AS A SECURITY.\n\n                  A Unit in the Company evidenced by a Certificate shall\nconstitute a security for all purposes of Article 8 of the Uniform Commercial\nCode promulgated by the National Conference of\n\n                                      -37-\n\n\nCommissioners on Uniform State Laws, as in effect in Delaware or any other\napplicable jurisdiction. Delaware law shall constitute the local law of the\nCompany's jurisdiction in its capacity as the issuer of Units.\n\n         SECTION 9.5 LEGENDS.\n\n         A copy of this Agreement shall be kept with the records of the Company.\nEach of the Members hereby agrees that each outstanding Certificate shall bear a\nconspicuous legend reading substantially as follows:\n\n                  The Units represented by this Certificate have not been\n                  registered under the Securities Act of 1933 or applicable\n                  state and other securities laws and may not be sold, pledged,\n                  hypothecated, encumbered, disposed of or otherwise transferred\n                  without compliance with the Securities Act of 1933 or any\n                  exemption thereunder and applicable state and other securities\n                  laws. The Units represented by this Certificate are subject to\n                  the restrictions on transfer and other provisions of an\n                  Operating Agreement dated as of October 4, 1999 (as amended\n                  from time to time, the \"Agreement\") by and among Company and\n                  its Members, and may not be sold, pledged, hypothecated,\n                  encumbered, disposed of or otherwise transferred except in\n                  accordance therewith. A copy of the Agreement is on file at\n                  the principal executive offices of the Company.\n\n\n                                    ARTICLE X\n                                  MISCELLANEOUS\n\n\n         SECTION 10.1 NOTICES.\n\n         All notices and other communications required or permitted by this\nAgreement shall be in writing and shall be delivered by personal delivery, by\nnationally recognized overnight courier service, by facsimile, by first class\nmail or by certified or registered mail, return receipt requested, addressed, to\nany Member at its address as set forth on Schedule 1 (as the same may be updated\nfrom time to time at the direction of such Member) or to the Company at 55 Park\nPlace, Atlanta, Georgia 30303 (or to such other address as the Company shall\nhave designated to each of the Members by written notice given in the manner\nhereinabove set forth). Notices shall be deemed given one day after sent, if\nsent by overnight courier; when delivered and receipted for, if hand delivered;\nwhen received, if sent by facsimile or other electronic means or by first class\nmail; or when receipted for (or upon the date of attempted delivery where\ndelivery is refused or unclaimed), if sent by certified or registered mail,\nreturn receipt requested.\n\n         SECTION 10.2 AMENDMENT; WAIVER.\n\n         Any provision of this Agreement may, (i) in the case of an amendment,\nbe amended if, and only if, such amendment is in writing and signed by each\nMember, or (ii) in the case of a waiver, be waived if such waiver is contained\nin a writing, and signed by the party against whom the waiver is to be\neffective. No failure or delay by any party in exercising any right, power or\nprivilege hereunder shall operate as a waiver thereof nor shall any single\nexercise thereof preclude any other or further exercise thereof or of any other\nright, power or privilege. Except as otherwise provided rights and remedies\nherein provided shall be cumulative and not exclusive of any rights or remedies\nprovided by law.\n\n                                      -38-\n\n\n         SECTION 10.3 ASSIGNMENT.\n\n         Except as otherwise expressly provided herein, no party to this\nAgreement may assign any of its rights or obligations under this Agreement\nwithout the prior written consent of the other parties hereto.\n\n         SECTION 10.4 ENTIRE AGREEMENT.\n\n         This Agreement, the Joint Venture Agreement and the Ancillary\nAgreements (including the schedules and exhibits hereto and thereto) contain the\nentire agreement among the parties hereto with respect to the subject matter\nhereof and supersede all prior agreements and understandings, oral or written,\nwith respect to such matters.\n\n         SECTION 10.5 PUBLIC DISCLOSURE.\n\n         Each Member hereby agrees that, except as may be required to comply\nwith the requirements of any applicable Laws or the rules and regulations of any\nexchange upon which its securities (or the securities of one of its Affiliates)\nare traded, it shall not make or permit to be made any press release or similar\npublic announcement or communication concerning the execution or performance of\nthis Agreement unless specifically approved in advance by all parties hereto,\nwhich approval shall not be unreasonably withheld, conditioned or delayed. In\nthe event that, in the absence of such approval, legal counsel for any party is\nof the opinion that a press release or similar public announcement or\ncommunication is required by Law or by the rules and regulations of any exchange\non which such party's securities (or the securities of one of its Affiliates)\nare traded, then such party may issue a public announcement limited solely to\nthat which legal counsel for such party advises is required under such Law or\nsuch rules and regulations (and the party making any such announcement shall\nprovide a copy thereof to the other parties for review before issuing such\nannouncement).\n\n         SECTION 10.6 PARTIES IN INTEREST.\n\n         This Agreement shall inure to the benefit of and be binding upon the\nparties hereto and their respective successors and permitted assigns. Nothing in\nthis Agreement, express or implied, is intended to confer upon any Person other\nthan the Company, WISCO, G-P or their respective successors or permitted\nassigns, any rights or remedies under or by reason of this Agreement. The\nCompany is executing this Agreement as a party, and this Agreement shall\nconstitute a contract among the Members and between the Company and each of the\nMembers.\n\n         SECTION 10.7 GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF\nFORUM.\n\n         This Agreement shall be governed by, and construed and enforced in\naccordance with the laws of the State of Delaware without giving effect to any\nchoice of law provision or rule (whether of the State of Delaware or any other\njurisdiction) that would cause the application of the Laws of any jurisdiction\nother than the internal Laws of the State of Delaware. Each of the Parties\nagrees that any legal action between the parties, or any of them, relating to\nthis Agreement, the interpretation of the terms hereof or the performance hereof\nor the consummation of the transactions contemplated hereby, whether in tort or\ncontract or at law or in equity, shall exclusively be brought in a Federal or\nState Court located in New Castle County, Delaware, having jurisdiction of the\nsubject matter thereof, and each party irrevocably (i) consents to personal\njurisdiction in any such Federal or State Court, (ii) waives any objection to\nlaying venue in any such action or proceeding in any such Court, (iii) waives\nany immunity from suit and any objection that any such Court is an inconvenient\nforum or does not have jurisdiction\n\n                                      -39-\n\n\nover any party hereto and (iv) agrees that service of complaint or other process\nmay be made by certified or registered mail addressed to such party at its\naddress determined in accordance with Section 10.1 of this Agreement.\n\n         SECTION 10.8 COUNTERPARTS.\n\n         This Agreement may be executed in one or more counterparts, each of\nwhich shall be deemed an original, and all of which shall constitute one and the\nsame Agreement.\n\n         SECTION 10.9 SEVERABILITY.\n\n         The provisions of this Agreement shall be deemed severable and the\ninvalidity or unenforceability of any provision shall not affect the validity or\nenforceability of the other provisions hereof. If any provision of this\nAgreement, or the application thereof to any Person or any circumstance, is\ninvalid or unenforceable (i) a suitable and equitable provision shall be\nsubstituted therefor in order to carry out, so far as may be valid and\nenforceable, the intent and purpose of such invalid or unenforceable provision\nand (ii) the remainder of this Agreement and the application of such provision\nto other Persons or circumstances shall not be affected by such invalidity or\nunenforceability, nor shall such invalidity or unenforceability affect the\nvalidity or enforceability of such provision, or the application thereof, in any\nother jurisdiction.\n\n         SECTION 10.10 EQUITABLE RELIEF.\n\n         Each party acknowledges that money damages would be inadequate to\nprotect against any actual or threatened breach of this Agreement by any party\nand that each party shall be entitled to equitable relief, including specific\nperformance and\/or injunction, without posting bond or other security, in order\nto enforce or prevent any violations of the provisions of this Agreement.\n\n         SECTION 10.11 NO AGENCY.\n\n         This Agreement shall not constitute an appointment of any party as the\nagent of any other party, nor shall any party have any right or authority to\nassume, create or incur in any manner any obligation or other liability of any\nkind, express or implied, against, in the name or on behalf of, any other party.\nNothing herein or in the transactions contemplated by this Agreement shall be\nconstrued as, or deemed to be, the formation of a partnership by or among the\nparties hereto (provided that nothing in this Section 10.11 shall affect the tax\ntreatment of the Company under Article III hereof).\n\n         SECTION 10.12 LIMITATION OF LIABILITY.\n\n         The debts, obligations and liabilities of the Company, whether arising\nin contract, tort or otherwise, shall be solely the debts, obligations and\nliabilities of the Company, and no Member, Manager or officer of the Company\nshall be obligated personally for any such debt, obligation or liability of the\nCompany solely by reason of being a Member, Manager and\/or officer.\n\n         SECTION 10.13 NON-EXCLUSIVE BUSINESS.\n\n         (a) Notwithstanding anything herein to the contrary, the parties hereto\nagree that the Company shall not be the exclusive vehicle for G-P to engage in\nthe manufacture or sale of commercial tissue products or \"away from home\" tissue\nproducts (the \"Products\"), or to engage in the Commercial Tissue Business and\nthat G-P shall have the right to engage in the manufacture or sale of Products\nand\n\n                                      -40-\n\n\notherwise engage in the Commercial Tissue Business, whether directly or\nthrough other Affiliates, without regard to the Company or any requirement that\nG-P make such opportunity or Commercial Tissue Business available to the Company\nin any way.\n\n         (b) Notwithstanding anything herein to the contrary, the parties hereto\nagree that the Company may provide to any member of the G-P Group the right to\nuse intangible Company Property, and such member of the G-P Group will have no\nobligation to reimburse the Company for such use.\n\n         (c) In the event G-P or a G-P Affiliate uses production equipment and\nmachines owned by the Company to produce products for G-P or a G-P Affiliate,\nall costs, revenues and profits relating to such products shall be allocated to\nthe Company.\n\n         (d) In the event G-P or a G-P Affiliate uses production equipment or\nmachines it owns that are located in facilities owned or operated by the Company\nto produce products for G-P or a G-P Affiliate, G-P shall reimburse to the\nCompany an amount equal to the allocated overhead (including facility costs)\ndetermined pursuant to the cost allocation methodology set forth in Exhibit B to\nthe Operating Support Services Agreement.\n\n         SECTION 10.14  DISPUTE RESOLUTION.\n\n         Except as otherwise provided in this Agreement, any dispute among the\nMembers hereto, including disputes related to the Ancillary Agreements and the\nreview of G-P Books related thereto, shall be resolved by the Members through\ngood faith negotiations. If such dispute cannot be resolved by such negotiation\nit shall be submitted to non-binding commercial arbitration pursuant to the\ncommercial arbitration rules then in effect of the American Arbitration\nAssociation, before a panel of not less than three arbitrators. All costs and\nexpenses incurred in connection with such proceeding shall be shared equally by\nthe Members, however each Member shall bear the cost of its legal fees. Only\nupon the conclusion of arbitration proceedings in which a decision was rendered\nmay the Members bring an action in connection with such dispute in the United\nStates District Court or the state court sitting in New Castle County, Delaware.\nEach Member agrees to irrevocably submit to the exclusive jurisdiction of such\ncourt and agrees to waive any objection to laying venue in such court or that\nsuch court is an inconvenient forum or does not have jurisdiction over the\nMember.\n\n                                      -41-\n\n\n         IN WITNESS WHEREOF, the undersigned have duly executed this Agreement\nas of the date first written above.\n\n\n                           GEORGIA-PACIFIC CORPORATION\n\n\n                            By: \/s\/Michael C. Burandt\n                            Name: Michael C. Burandt\n                            Title:    Senior Vice President - Packaged Products\n\n\n\n                            WISCONSIN TISSUE MILLS INC.\n\n                            By: \/s\/William T. Tolley\n                            Name: William T. Tolley\n                            Title: Senior Vice President -\n                               Finance and Chief Financial Officer\n\n\n\n\nConsented\/Agreed To\nBy the Company as Referenced\nIn Section 10.6\n\nGEORGIA-PACIFIC TISSUE, LLC\n\n\nBy:       \/s\/Michael C. Burandt\nName:      Michael C. Burandt\nTitle:    Manager\n\n\n                                      -42-\n\n<type>EX-10.17\n<sequence>20\n<description>CREDIT AGREEMENT\n\n\n                                                                   EXHIBIT 10.17\n\n                                CREDIT AGREEMENT\n\n                                      AMONG\n\n                           GEORGIA-PACIFIC CORPORATION\n\n                            THE LENDERS NAMED HEREIN\n\n                         BANK OF AMERICA NATIONAL TRUST\n                            AND SAVINGS ASSOCIATION,\n                            AS ADMINISTRATIVE AGENT,\n\n                                 COMMERZBANK AG,\n                                NEW YORK BRANCH,\n                             AS DOCUMENTATION AGENT,\n\n                                       AND\n\n                            THE CHASE MANHATTAN BANK\n                                       AND\n                                 CITIBANK, N.A.,\n                            AS CO-SYNDICATION AGENTS\n\n\n\n                         BANC OF AMERICA SECURITIES LLC,\n                    SOLE BOOK MANAGER AND SOLE LEAD ARRANGER\n\n\n                                 $1,000,000,000\n\n\n                            DATED AS OF JULY 22, 1999\n\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n<table>\n<caption>\n\n                                                                                                       Page\n<s>                        <c>                                                                        <c>\nARTICLE 1                     DEFINITIONS AND ACCOUNTING TERMS                                          1\n\n1.01                          Certain Defined Terms.                                                    1\n1.02                          Computation of Time Periods.                                              14\n1.03                          Accounting Matters.                                                       14\n1.04                          Certain Terms.                                                            14\nARTICLE 2                     AMOUNTS AND TERMS OF THE LOANS                                            15\n2.01                          Committed Loans.                                                          15\n2.02                          Procedure for Committed Borrowings.                                       15\n2.03                          Bid Borrowings.                                                           16\n2.04                          Procedure for Bid Borrowings.                                             17\n2.05                          Evidence of Indebtedness.                                                 19\n2.06                          Optional Reduction of the Commitments.                                    19\n2.07                          Repayment.                                                                19\n2.08                          Optional Prepayments.                                                     20\n2.09                          Interest.                                                                 20\n2.10                          Default Interest.                                                         21\n2.11                          Continuation and Conversion Elections for Committed Loans.                21\n2.12                          Termination of Prior Commitments.                                         22\nARTICLE 3                     THE LETTERS OF CREDIT                                                     22\n3.02                          Issuance, Amendment and Renewal of Letters of Credit.                     24\n3.03                          Role of the Issuing Bank.                                                 26\n3.04                          Obligations Absolute.                                                     26\n3.05                          Cash Collateral Pledge.                                                   27\n3.06                          Letter of Credit Fees.                                                    27\n3.07                          International Standby Practices.                                          28\nARTICLE 4                     FEES; PAYMENTS; TAXES                                                     28\n4.01                          Fees.                                                                     28\n4.02                          Computation of Interest, Fees.                                            29\n4.03                          Payments by the Company.                                                  29\n4.04                          Payments by the Lenders.                                                  30\n4.05                          Taxes.                                                                    31\n4.06                          Sharing of Payments, Etc.                                                 35\nARTICLE 5                     CHANGES IN CIRCUMSTANCES, ETC.                                            35\n5.01                          Eurodollar Rate Protection.                                               35\n5.02                          Additional Interest on Eurodollar Loans.                                  35\n5.03                          Increased Costs.                                                          36\n5.04                          Illegality.                                                               36\n5.05                          Capital Adequacy.                                                         36\n5.06                          Funding Losses.                                                           37\n5.07                          Funding; Certificates of Lenders.                                         37\n5.08                          Change of Lending Office; Limitation on Increased Costs.                  38\n5.09                          Replacement of Lenders.                                                   38\n\n\n\nARTICLE 6                     REPRESENTATIONS AND WARRANTIES                                            39\n6.01                          Corporate Existence; Compliance with Law.                                 39\n6.02                          Corporate Power; Authorization.                                           39\n6.03                          Enforceable Obligations.                                                  40\n6.04                          Taxes.                                                                    40\n6.05                          Financial Matters.                                                        40\n6.06                          Litigation.                                                               41\n6.07                          Subsidiaries.                                                             41\n6.08                          Liens.                                                                    41\n6.09                          No Burdensome Restrictions; No Defaults.                                  41\n6.10                          Investment Company Act; Public Utility Holding Company Act.               41\n6.11                          Margin Regulations.                                                       42\n6.12                          Environmental Matters.                                                    42\n6.13                          Labor Matters.                                                            44\n6.14                          ERISA Plans.                                                              44\n6.15                          Y2K Review.                                                               44\n6.16                          Swap Obligations.                                                         44\n6.17                          Full Disclosure.                                                          44\nARTICLE 7                     CONDITIONS PRECEDENT                                                      44\n7.01                          Conditions Precedent to the First Loan.                                   45\n7.02                          Additional Conditions Precedent to the First Loan.                        46\n7.03                          Conditions  Precedent  to Each  Committed  Loan and  Letter  of Credit    46\n7.04                          Conditions Precedent to Each Bid Borrowing.                               47\nARTICLE 8                     AFFIRMATIVE COVENANTS                                                     47\n8.01                          Application of Proceeds.                                                  48\n8.02                          Compliance with Laws, Etc.                                                48\n8.03                          Payment of Taxes, Etc.                                                    48\n8.04                          Maintenance of Insurance.                                                 48\n8.05                          Preservation of Corporate Existence, Etc.                                 48\n8.06                          Access.                                                                   48\n8.07                          Keeping of Books.                                                         48\n8.08                          Maintenance of Properties, Etc.                                           48\n8.09                          Financial Statements.                                                     49\n8.10                          Reporting Requirements.                                                   49\n8.11                          ERISA Plans.                                                              50\n8.12                          Environmental Compliance; Notice.                                         50\n8.13                          New Subsidiaries.                                                         50\nARTICLE 9                     NEGATIVE COVENANTS                                                        50\n9.01                          Liens, Etc.                                                               50\n9.02                          Sale-Leaseback Transactions.                                              52\n9.03                          Mergers, Etc.                                                             54\n9.04                          Transactions with Affiliates.                                             54\n9.05                          Accounting Changes.                                                       54\n9.06                          Margin Regulations.                                                       54\n9.07                          Negative Pledges, Etc.                                                    54\n9.08                          Leverage Ratio.                                                           54\nARTICLE 10                    EVENTS OF DEFAULT                                                         54\n\n\n\n10.01                         Events of Default.                                                        54\n10.02                         Remedies.                                                                 57\nARTICLE 11                    THE AGENT                                                                 57\n11.01                         Appointment.                                                              57\n11.02                         Delegation of Duties.                                                     58\n11.03                         Liability of Agent.                                                       58\n11.04                         Reliance by Agent.                                                        58\n11.05                         Notice of Default.                                                        59\n11.06                         Credit Decision.                                                          59\n11.07                         Indemnification.                                                          59\n11.08                         Agent in Individual Capacity.                                             60\n11.09                         Successor Agent.                                                          60\n11.10                         Documentation, Co-Syndication, Managing Agents.                           60\nARTICLE 12                    MISCELLANEOUS                                                             60\n12.01                         Notices, Etc.                                                             60\n12.02                         Amendments, Etc.                                                          61\n12.03                         No Waiver; Remedies.                                                      62\n12.04                         Costs and Expenses.                                                       62\n12.05                         Indemnity.                                                                62\n12.06                         Right of Set-off.                                                         63\n12.07                         Binding Effect.                                                           63\n12.08                         Assignments, Participations, Etc.                                         64\n12.09                         Confidentiality.                                                          65\n12.10                         Survival.                                                                 66\n12.11                         Severability.                                                             66\n12.12                         Headings.                                                                 66\n12.13                         No Third Parties Benefited.                                               66\n12.14                         Governing Law.                                                            66\n12.15                         Execution in Counterparts.                                                66\n12.16                         ENTIRE AGREEMENT.                                                         66\n12.17                         WAIVER OF JURY TRIAL                                                      69\n\n<\/c><\/c><\/s><\/caption><\/table>\n\n\n\n\n\n\n                                    SCHEDULES\n\n\nSchedule          Description\n--------          -----------\n1.01(a)           Commitments; Commitment Percentages\n1.01(b)           Lending Offices\n6.02(d)           Corporate Power; Authorizations\n6.07              Subsidiaries\n6.12              Environmental Matters\n6.13              Labor Matters\n6.14              ERISA\n9.01              Existing Liens\n\n\n                                    EXHIBITS\n\n\nExhibit           Description\n-------           -----------\n2.02(a)           Form of Notice of Borrowing\n2.04(a)           Form of Competitive Bid Request\n2.05(b)           Form of Promissory Note (Committed Loans)\n2.05(c)           Form of Promissory Note (Bid Loans)\n2.11(b)           Form of Notice of Conversion\/Continuation\n7.01(c)           Form of Subsidiary Guaranty\n7.01(d)           Form of Opinion of Counsel for the Company\n7.01(e)           Form of Contribution Agreement\n7.02(d)           Form of Officer's Closing Certificate\n8.09(c)           Form of Compliance Certificate\n12.08(b)          Form of Assignment and Assumption Agreement\n\n\n\n\n                                CREDIT AGREEMENT\n\n\n         This CREDIT AGREEMENT is entered into as of July 22, 1999 among\nGEORGIA-PACIFIC CORPORATION, a Georgia corporation (the \"Company\"), the various\nLENDERS that are, or may from time to time become, party hereto (the \"Lenders\")\nand BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as administrative\nagent for the Lenders (in such capacity, the \"Agent\"), COMMERZBANK AG, NEW YORK\nBRANCH, as Documentation Agent, and THE CHASE MANHATTAN BANK and CITIBANK, N.A.,\nas Co-Syndication Agents.\n\n         WHEREAS, the Company, certain of the Lenders and the Agent are party to\nthe Credit Agreement, dated as of December 23, 1996, as amended (the \"1996\nCredit Agreement\");\n\n         WHEREAS, the Company has terminated the commitments under the 1996\nCredit Agreement and desires to enter into a new credit facility; and\n\n         WHEREAS, the Company has obtained commitments from the Lenders,\npursuant to which the Lenders are willing to make loans to the Company and to\nprovide certain other credit facilities to the Company (including a competitive\nbid facility) in a maximum aggregate principal amount at any one time\noutstanding not to exceed $1,000,000,000, on the terms and subject to the\nconditions set forth herein;\n\n         NOW THEREFORE, the parties hereto agree as follows:\n\n                                   ARTICLE 1\n                        DEFINITIONS AND ACCOUNTING TERMS\n\n         1.01 Certain Defined Terms. As used in this Agreement and in any\nSchedules and Exhibits to this Agreement, the following terms have the following\nmeanings (such meanings to be equally applicable to both the singular and plural\nforms of the terms defined):\n\n         \"Adjusted Reference Rate\" means the fluctuating interest rate per annum\nequal to the higher of (a) the sum of the Federal Funds Rate plus 1\/2% and (b)\nthe rate of interest (the \"Reference Rate\") publicly announced from time to time\nby Bank of America at its executive offices, as its reference rate or prime\nrate. The Reference Rate is a rate set by Bank of America based upon various\nfactors, including Bank of America's cost and desired return, general economic\nconditions and other factors, and is used as a reference point for pricing some\nloans, which may be priced at, above or below the Reference Rate. Any change in\nthe Reference Rate shall take effect at the opening of business on the day\nspecified in the public announcement of such change.\n\n         \"Affiliate\" means, with respect to any Person, any Subsidiary of such\nPerson and any other Person which, directly or indirectly, controls, or is\ncontrolled by, or is under common control with, such Person (excluding any\ntrustee under, or any committee with responsibility for administering, any\nPlan). A Person shall be deemed to control another Person if such Person\npossesses, directly or indirectly, the power:\n\n              (a) to vote 10% or more of the securities having ordinary voting\n         power for the election of directors of such other Person; or\n\n              (b) to direct or cause the direction of the management and\n         policies of such other Person, whether through the ownership of voting\n         securities, by contract or otherwise.\n\n\n                                       -1\n\n\n\n         \"Agent\" means Bank of America in its capacity as administrative agent\nfor the Lenders, together with any successor thereto in such capacity.\n\n         \"Agent-Related Persons\" means Bank of America and any successor agent\narising under Section 11.09 and any successor letter of credit issuing bank\nhereunder, together with their respective Affiliates (including, in the case of\nBank of America, the Arranger), and the officers, directors, employees, agents\nand attorneys-in-fact of such Persons and Affiliates.\n\n         \"Aggregate Tranche A Commitments\" means the aggregate amount of the\nTranche A Commitments of all the Lenders as in effect from time to time.\n\n         \"Aggregate Tranche B Commitments\" means the aggregate amount of the\nTranche B Commitments of all the Lenders as in effect from time to time.\n\n         \"Agreement\" means this Credit Agreement.\n\n         \"Arranger\" means Banc of America Securities LLC.\n\n         \"Assignee\" means any Person which becomes a party to this Agreement\npursuant to Section 12.08.\n\n         \"Available Tranche A Commitments\" means, at any time, the excess, if\nany, of the Aggregate Tranche A Commitments in effect at such time over the sum\nof (a) the aggregate principal amount of all Tranche A Loans then outstanding,\nplus (b) the aggregate principal amount of all Tranche A Bid Loans then\noutstanding, plus (c) the outstanding Tranche A L\/C Obligations.\n\n         \"Available Tranche B Commitments\" means, at any time, the excess, if\nany, of the Aggregate Tranche B Commitments in effect at such time over the sum\nof (a) the aggregate principal amount of all Tranche B Loans then outstanding,\nplus (b) the aggregate principal amount of all Tranche B Bid Loans then\noutstanding, plus (c), the aggregate principal amount of all 1996 Facility Bid\nLoans then outstanding, plus (d) the outstanding Tranche B L\/C Obligations.\n\n         \"Bank of America\" means Bank of America National Trust and Savings\nAssociation, a national banking association and its successors by merger and\npermitted assigns.\n\n         \"Base Rate\" has the meaning specified in Section 2.04(a)(iv).\n\n         \"Base Rate Bid Loan\" means any Bid Loan that bears interest at a rate\ndetermined with reference to a Base Rate.\n\n         \"Bid Borrowing\" means an extension of credit hereunder consisting of\none or more Bid Loans made to the Company on the same day by one or more\nLenders.\n\n         \"Bid Loan\" means either a Tranche A Bid Loan or a Tranche B Bid Loan.\n\n         \"Borrowing\" means a Bid Borrowing or a Committed Borrowing.\n\n         \"Business Day\" means any day other than a Saturday, Sunday or other day\non which commercial banks in New York City, New York, or San Francisco,\nCalifornia, are authorized or required by law to\n\n\n\n                                       -2\n\n\nclose and, if the applicable Business Day relates to any Eurodollar Loan, means\nsuch a day on which dealings are carried on in the London interbank market.\n\n         \"Cash Collateralize\" means to pledge and deposit with or deliver to the\nAgent, for the benefit of the Agent, the Issuing Bank and the Lenders, as\ncollateral for the L\/C Obligations, cash or deposit account balances pursuant to\ndocumentation in form and substance satisfactory to the Agent and the Issuing\nBank (which documents are hereby consented to by the Lenders). Derivatives of\nsuch term shall have corresponding meaning. The Company hereby grants the Agent,\nfor the benefit of the Agent, the Issuing Bank and the Lenders, a security\ninterest in all such cash and deposit account balances. Cash collateral shall be\nmaintained in blocked, non-interest bearing deposit accounts at Bank of America.\n\n         \"CERCLA\" means the Comprehensive Environmental Response Compensation\nand Liability Act of 1980.\n\n         \"CERCLIS\" means the Comprehensive Environmental Response Compensation\nLiability Information System List.\n\n         \"Closing Date\" means the date on which all the conditions precedent set\nforth in Sections 7.01 and 7.02 shall have been satisfied or waived.\n\n         \"Code\" means the Internal Revenue Code of 1986, as amended.\n\n         \"Commitment\" means for any Lender, either its Tranche A Commitment or\nTranche B Commitment, as applicable.\n\n         \"Commitments\" means, for any Lender, the sum of its Tranche A\nCommitment and Tranche B Commitment.\n\n         \"Commitment Percentage\" means, as to any Lender at any time, the\npercentage of the aggregate Commitments represented by such Lender's Commitment\nat such time, as set forth on Schedule 1.01(a), as such percentage may be\nmodified from time to time in accordance with Notices of Assignment delivered\nhereunder pursuant to Section 12.08.\n\n         \"Committed Borrowing\" means an extension of credit hereunder consisting\nof Tranche A Loans or Tranche B Loans (but not both) of the same type made on\nthe same day by the Lenders ratably according to their respective Commitment\nPercentages and, in the case of Eurodollar Loans, having the same Interest\nPeriods.\n\n         \"Committed Loan\" means a Tranche A Loan or a Tranche B Loan by a Lender\nto the Company pursuant to Section 2.01 and may be in the form of a Eurodollar\nLoan or a Reference Rate Loan, each of which shall be a \"type\" of Committed\nLoan.\n\n         \"Company\" has the meaning specified in the introduction to this\nAgreement.\n\n         \"Competitive Bid\" means an offer by a Lender to make a Bid Loan in\naccordance with Section 2.04(b).\n\n         \"Competitive Bid Request\" has the meaning specified in Section 2.04(a).\n\n\n                                       -3\n\n\n         \"Contractual Obligation\" means, with respect to any Person, any\nprovision of any security issued by such Person or of any agreement,\nundertaking, contract, indenture, mortgage, deed of trust or other instrument to\nwhich such Person is a party or by which it or any of its property is subject.\n\n         \"Contribution Agreement\" means the Contribution Agreement of even date\nherewith between the Company and each of its Subsidiaries now or hereafter\nparties to the Subsidiary Guaranty or the \"Subsidiary Guaranty\" as defined in\nthe North American Timber Agreement.\n\n         \"Controlled Group\" means all members of a controlled group of\ncorporations and all members of a controlled group of trades or businesses\n(whether or not incorporated) under common control which, together with the\nCompany, are treated as a single employer under Section 414(b) or 414(c) of the\nCode or Section 4001 of ERISA.\n\n         \"Debt Rating\" means, on any date, the rating of the Company's senior\nunsecured long-term Indebtedness, as most recently publicly announced by Moody's\nand S&amp;P, whichever is higher; provided, however, that if only one such rating is\navailable, the applicable interest rate or fee to be determined based on such\nrating shall be determined solely by reference to such one rating.\n\n         \"Default\" means any event or condition which, with the giving of notice\nor the lapse of time, or both, would become an Event of Default.\n\n         \"Dollar\" and \"$\" mean lawful money of the United States of America.\n\n         \"EBITDA\" means, as of the end of any Measurement Period, the sum of the\nfollowing, calculated for the Company and its Subsidiaries on a consolidated\nbasis: (a) net income (or net loss) for such period, plus (b) all amounts\ntreated as expenses for depreciation, interest and the non-cash amortization of\nintangibles of any kind to the extent included in the determination of such net\nincome (or loss), plus (c) cost of timber sold by North American Timber\nCorporation (to the extent it represents depletion) to the extent included in\nthe determination of such net income (or loss), plus (d) all accrued taxes on or\nmeasured by income to the extent included in the determination of such net\nincome (or loss); provided, however, that net income (or loss) shall be computed\nfor these purposes without giving effect to extraordinary cash gains or\nnon-recurring, non-cash items.\n\n         \"Eligible Assignee\" means (a) a commercial bank organized under the\nlaws of the United States, or any state thereof, and having a combined capital\nand surplus of at least $250,000,000; (b) a commercial bank organized under the\nlaws of any other country which is a member of the Organization for Economic\nCooperation and Development (the \"OECD\"), or a political subdivision of any such\ncountry, and having a combined capital and surplus of at least $250,000,000,\nprovided that such bank is acting through a branch or agency located in the\nUnited States; (c) a Person that is primarily engaged in the business of\ncommercial banking and that is (i) a Subsidiary of a Lender, (ii) a Subsidiary\nof a Person of which a Lender is a Subsidiary, or (iii) a Person of which a\nLender is a Subsidiary; and (d) any other Person approved in writing by the\nCompany, the Agent, and the Issuing Bank.\n\n         \"Environmental Laws\" means all applicable federal, state or local\nstatutes, laws, ordinances, codes, rules and regulations (including consent\ndecrees and administrative orders) relating to public health and safety and\nprotection of the environment.\n\n         \"ERISA\" means the Employee Retirement Income Security Act of 1974,\ntogether with the regulations thereunder.\n\n\n                                       -4\n\n\n\n         \"Eurocurrency Liabilities\" has the meaning assigned to that term in\nRegulation D of the Federal Reserve Board, as in effect from time to time.\n\n         \"Eurodollar Loan\" means any Committed Loan that bears interest at a\nrate determined with reference to LIBOR.\n\n         \"Eurodollar Reserve Percentage\" means the maximum reserve percentage of\nany Lender (expressed as a decimal) in effect on the date LIBOR for any Interest\nPeriod is determined under regulations issued from time to time by the Federal\nReserve Board for determining the maximum reserve requirement (including any\nemergency, supplemental or other marginal reserve requirement) with respect to\nliabilities or assets consisting of or including Eurocurrency Liabilities having\na term equal to such Interest Period.\n\n         \"Event of Default\" has the meaning specified in Section 10.01.\n\n         \"Federal Funds Rate\" means, for any day, the rate set forth in the\nweekly statistical release designated as H.15(519), or any successor\npublication, published by the Federal Reserve Board (including any such\nsuccessor, \"H.15(519)\") for such day opposite the caption \"Federal Funds\n(Effective).\" If on any relevant day such rate is not yet published in\nH.15(519), the rate for such day will be the rate set forth in the daily\nstatistical release designated as the Composite 3:30 p.m. Quotations for U.S.\nGovernment Securities, or any successor publication, published by the Federal\nReserve Bank of New York (including any such successor, the \"Composite 3:30 p.m.\nQuotations\") for such day under the caption \"Federal Funds Effective Rate\".\n\n         \"Federal Reserve Board\" means the Board of Governors of the Federal\nReserve System.\n\n         \"Fee Letter\" means the letter agreement dated the Closing Date between\nthe Company and Bank of America regarding the payment of certain fees.\n\n         \"Fixed Rate\" means a fixed annual percentage rate.\n\n         \"Fixed Rate Bid Loan\" means any Bid Loan that bears interest determined\nwith reference to a Fixed Rate.\n\n         \"Form 1001\" has the meaning specified in Section 4.05(f)(i)(B).\n\n         \"Form 4224\" has the meaning specified in Section 4.05(f)(i)(A).\n\n         \"Form W-8\" has the meaning specified in Section 4.05(f)(i)(B).\n\n         \"Form W-9\" has the meaning specified in Section 4.05(f)(i)(A).\n\n         \"Funded Indebtedness\" means, for any day, the sum of (i) all\nIndebtedness for Borrowed Money of the Company and its consolidated Subsidiaries\noutstanding on such day plus (ii) the aggregate capital invested as of such day\nby Persons other than the Company and its consolidated Subsidiaries in\nreceivables and other accounts sold to such Persons by the Company and its\nconsolidated Subsidiaries, excluding receivables and other accounts sold in\nconnection with the sale of a business or the sale of the assets and\/or\noperations generating such receivables and other accounts.\n\n\n                                       -5\n\n\n         \"GAAP\" means, as of any date of determination, generally accepted\naccounting principles set forth in the opinions and pronouncements of the\nAccounting Principles Board and the American Institute of Certified Public\nAccountants and statements and pronouncements of the Financial Accounting\nStandards Board (or agencies with similar functions of comparable stature and\nauthority within the accounting profession) or in such other statements by such\nother entity as may be in general use by significant segments of the accounting\nprofession.\n\n         \"Governmental Authority\" means any nation or government, any federal,\nstate, local or other political subdivision thereof and any central bank thereof\nand any entity exercising executive, legislative, judicial, regulatory or\nadministrative functions of or pertaining to government.\n\n         \"Hazardous Material\" means:\n\n              (a) any \"hazardous substance\", as defined by CERCLA;\n\n              (b) any \"hazardous waste\", as defined by the Resource Conservation\n         and Recovery Act, 42 U.S.C. Section 690, et seq., as in effect from\n         time to time;\n\n              (c) any petroleum product; or\n\n              (d) any pollutant or contaminant or hazardous, dangerous or toxic\n         chemical, material or substance within the meaning of any other\n         applicable federal, state or local law, regulation, ordinance, or\n         requirement (including consent decrees and administrative orders)\n         relating to or imposing liability or standards of conduct concerning\n         any hazardous, toxic or dangerous waste, substance or material, all as\n         amended or hereafter amended.\n\n         \"Indebtedness\" of any Person means, without duplication, the\nconsolidated Indebtedness for Borrowed Money of such Person and guaranties of\nindebtedness of others provided by such Person, all as determined in accordance\nwith GAAP consistent with the accounting principles applied in the preparation\nof the financial statements referred to in Section 6.05(a).\n\n         \"Indebtedness for Borrowed Money\" of any Person means, without\nduplication,\n\n              (a) all indebtedness of such Person for borrowed money, including\n         the Company's Premium Equity Participating Security Units, whether or\n         not treated as indebtedness under GAAP, until such time as they are\n         converted into common stock of the Company;\n\n              (b) all obligations of such Person issued or assumed as the\n         deferred purchase price of property or services other than bank\n         overdrafts and trade accounts payable arising in the ordinary course of\n         business consistent with past practices;\n\n              (c) all obligations of such Person evidenced by notes, bonds,\n         debentures, commercial paper or similar instruments, including\n         obligations so evidenced incurred in connection with the acquisition of\n         property, assets or businesses;\n\n              (d) all indebtedness of such Person created or arising under any\n         conditional sale or other title retention agreement with respect to\n         property acquired by such Person (even though the rights and remedies\n         of the seller or creditor under such agreement in the event of default\n         are limited to repossession or sale of such property);\n\n\n                                       -6\n\n\n              (e) all rental obligations of such Person under leases capitalized\n         under GAAP as disclosed in the financial statements delivered pursuant\n         to Section 8.09; and\n\n              (f) all indebtedness of such Person or of others referred to in\n         paragraphs (a) through (e) secured by (or for which the holder of such\n         indebtedness has an existing right, contingent or otherwise, to be\n         secured by) any Lien upon or in property (including accounts and\n         contract rights) owned by such Person, even though such Person has not\n         assumed or become liable for the payment of such indebtedness.\n\n         \"Indemnified Party\" has the meaning specified in Section 12.05(a).\n\n         \"Interest Payment Date\" means (a) (i) with respect to any Eurodollar\nLoan, the last day of each Interest Period applicable to such Eurodollar Loan\nand, with respect to any Interest Period of six months' duration, the date which\nfalls three months after the beginning of such Interest Period, and (ii) with\nrespect to any Reference Rate Loan, the last Business Day of each calendar\nquarter and (b) with respect to any Bid Loan, the maturity date or dates\nspecified by the Company in the relevant Competitive Bid Request.\n\n         \"Interest Period\" means, with respect to any Eurodollar Loan, the\nperiod commencing on the Business Day such Eurodollar Loan is disbursed or\ncontinued as a Eurodollar Loan or on the date on which a Reference Rate Loan or\nany portion thereof is converted into a Eurodollar Loan and ending on the date\none, two, three or six months thereafter, as selected by the Company in its\nNotice of Borrowing or Notice of Conversion\/Continuation; provided that:\n\n              (a) in the case of the continuation of a Eurodollar Loan pursuant\n         to Section 2.11, the Interest Period applicable after the continuation\n         of such Loan shall commence on the last day of the preceding Interest\n         Period;\n\n              (b) if any Interest Period would otherwise end on a day which is\n         not a Business Day, that Interest Period shall be extended to the next\n         succeeding Business Day, unless the result of such extension would be\n         to carry such Interest Period into another calendar month, in which\n         event such Interest Period shall end on the immediately preceding\n         Business Day;\n\n              (c) any Interest Period that begins on the last Business Day of a\n         calendar month (or on a day for which there is no numerically\n         corresponding day in the calendar month at the end of such Interest\n         Period) shall end on the last Business Day of the calendar month at the\n         end of such Interest Period; and\n\n              (d) no Interest Period for any Eurodollar Loan shall extend beyond\n         the Tranche A Termination Date, in the case of a Borrowing of Tranche A\n         Loans, or the Tranche B Termination Date, in the case of a Borrowing of\n         Tranche B Loans.\n\n         \"Investments\" means all investments, whether by acquisition of stock or\nindebtedness, or by loan, advance, transfer of property, capital contribution or\notherwise.\n\n         \"Investments in Unrestricted Subsidiaries\" means Investments made by\nthe Company or by any Restricted Subsidiary in Unrestricted Subsidiaries, net of\nInvestments made by Unrestricted Subsidiaries in the Company or any Restricted\nSubsidiary. If any corporation which becomes a Restricted Subsidiary after the\ndate of this Agreement shall, at the time it becomes a Restricted Subsidiary,\nhave any Investments in an Unrestricted Subsidiary, such Investments shall be\ndeemed to be Investments made by\n\n\n                                       -7\n\n\nthe Company in such Unrestricted Subsidiary at the time such corporation becomes\na Restricted Subsidiary, in the amount at which such Investments are then\ncarried on the books of such corporation. If any corporation shall become an\nUnrestricted Subsidiary after the date of this Agreement, the Investments of the\nCompany and its Restricted Subsidiaries in such corporation shall be deemed to\nbe Investments made at the time such corporation becomes an Unrestricted\nSubsidiary, in the amount at which such Investments are then carried on the\nbooks of the Company and its Restricted Subsidiaries.\n\n         \"Issuance Date\" has the meaning specified in subsection 3.01(a).\n\n         \"Issue\" means, with respect to any Letter of Credit, to issue or to\nextend the expiry of, or to renew or increase the amount of, such Letter of\nCredit; and the terms \"Issued,\" \"Issuing\" and \"Issuance\" have corresponding\nmeanings.\n\n         \"Issuing Bank\" means Bank of America in its capacity as issuer of one\nor more Letters of Credit hereunder.\n\n         \"Lender\" has the meaning specified in the introduction to this\nAgreement and includes each Lender listed on the signature pages hereof and each\nAssignee. References to the \"Lenders\" shall include Bank of America in its\ncapacity as Issuing Bank; for purposes of clarification only, to the extent that\nBank of America may have any rights or obligations in addition to those of the\nLenders due to its status as Issuing Bank, its status as such will be\nspecifically referenced.\n\n         \"Lending Office\" means, with respect to any Lender, (a) in the case of\na Committed Loan, the office or offices of such Lender specified as its\n\"Domestic Lending Office\" or \"Eurodollar Lending Office\", as the case may be,\nopposite its name on Schedule 1.01(b) or in the applicable Notice of Assignment,\nor such other office or offices of such Lender as such Lender may from time to\ntime specify to the Company and the Agent and (b) in the case of a Bid Loan, the\noffice of such Lender notified by such Lender to the Company as its Lending\nOffice with respect to such Bid Loan or, if such Lender fails to so notify the\nCompany, such Lender's Domestic Lending Office.\n\n         \"L\/C Advance\" means each Lender's participation in any L\/C Borrowing in\naccordance with its Commitment Percentage.\n\n         \"L\/C Amendment Application\" means an application form for amendment of\noutstanding standby letters of credit as shall at any time be in use at the\nIssuing Bank, as the Issuing Bank shall request.\n\n         \"L\/C Application\" means an application form for issuances of standby\nletters of credit as shall at any time be in use at the Issuing Bank, as the\nIssuing Bank shall request.\n\n         \"L\/C Borrowing\" means an extension of credit resulting from a drawing\nunder any Letter of Credit which shall not have been reimbursed on the date when\nmade.\n\n         \"L\/C Commitment\" means the commitment of the Issuing Bank to Issue, and\nthe commitment of the Lenders severally to participate in, Letters of Credit\nfrom time to time Issued or outstanding under Article 3, in an aggregate amount\nnot to exceed on any date the amount of $150,000,000, as the same shall be\nreduced as a result of a reduction in the L\/C Commitment pursuant to Section\n2.06. The L\/C Commitment is a part of the combined Commitments, rather than a\nseparate, independent commitment.\n\n         \"L\/C Obligations\" means at any time the sum of Tranche A L\/C\nObligations and Tranche B L\/C Obligations.\n\n\n                                       -8\n\n\n         \"L\/C-Related Documents\" means the Letters of Credit, the L\/C\nApplications, the L\/C Amendment Applications and any other document relating to\nany Letter of Credit, including any of the Issuing Bank's standard-form\ndocuments for Letter of Credit Issuances.\n\n         \"Letter of Credit\" means any Tranche A Letter of Credit or Tranche B\nLetter of Credit.\n\n         \"LIBOR\" means, for any Interest Period:\n\n         (a) the rate of interest per annum (carried out to the fifth decimal\npoint) equal to the rate determined by the Agent to be the offered rate that\nappears on the page of the Telerate Screen that displays an average British\nBankers Association Interest Settlement Rate (such page currently being page\nnumber 3750) for deposits in dollars (for delivery on the first day of such\nInterest Period) with a term equivalent to such Interest Period, determined as\nof approximately 11:00 a.m. (London time) two Business Days prior to the first\nday of such Interest Period; or\n\n         (b) in the event the rate referenced in the preceding subsection (a)\ndoes not appear on such page or service or such page or service shall cease to\nbe available, the rate per annum (carried to the fifth decimal place) equal to\nthe rate determined by the Agent to be the offered rate on such other page or\nother service that displays an average British Bankers Association Interest\nSettlement Rate for deposits in dollars (for delivery on the first day of such\nInterest Period) with a term equivalent to such Interest Period, determined as\nof approximately 11:00 a.m. (London time) two Business Days prior to the first\nday of such Interest Period; or\n\n         (c) in the event the rates referenced in the preceding subsections (a)\nand (b) are not available, the rate per annum determined by the Agent as the\nrate of interest at which dollar deposits (for delivery on the first day of such\nInterest Period) in same-day funds in the approximate amount of the applicable\nCommitted Loan and with a term equivalent to such Interest Period would be\noffered by its London Branch to major banks in the offshore dollar market at\ntheir request at approximately 11:00 a.m. (London time) two Business Days prior\nto the first day of such Interest Period.\n\n         \"Lien\" means any mortgage, security interest, pledge or lien.\n\n         \"Loan\" means a loan by a Lender to the Company pursuant to Article 2 or\nArticle 3 in the form of a Committed Loan, a Bid Loan, or an L\/C Advance.\n\n         \"Loan Documents\" means this Agreement, the Subsidiary Guaranty, the\nContribution Agreement, the L\/C Related Documents, and any promissory note\nissued pursuant hereto.\n\n         \"Loan Parties\" means, collectively, the Company and each other Person\n(other than the Agent and the Lenders) who is a party to a Loan Document.\n\n         \"Material Adverse Effect\" means, with respect to any event, act,\ncondition or occurrence of whatever nature (including any adverse determination\nin any litigation, arbitration, or governmental investigation or proceeding),\nwhether singly or in conjunction with any other event or events, act or acts,\ncondition or conditions, occurrence or occurrences, whether or not related, a\nmaterial adverse change in, or a material adverse effect upon, any of (a) the\nfinancial condition, operations, business or properties of the Company and its\nSubsidiaries taken as a whole or (b) the legality, validity or enforceability of\nany Loan Document.\n\n\n                                       -9\n\n\n         \"Measurement Period\" means a period consisting of four consecutive\nfiscal quarters of the Company and ending on the last day of the most recently\ncompleted fiscal quarter of the Company.\n\n         \"Moody's\" means Moody's Investors Services, Inc. or any successor to\nthe rating agency business thereof.\n\n         \"Net Tangible Assets\" means, at any date, the aggregate amount of\nassets, including the amount of any receivables or other accounts of the Company\nand its Subsidiaries sold in connection with any receivables sale transaction\n(less applicable reserves and other properly deductible items) after deducting\ntherefrom (a) all current liabilities, (b) any item representing Investments in\nUnrestricted Subsidiaries and (c) all goodwill, trade names, trademarks,\npatents, unamortized debt discount and expenses and other like intangibles, all\nof the foregoing as set forth on the then most recent consolidated balance sheet\nof the Company and its Subsidiaries and computed in accordance with GAAP.\n\n         \"Net Worth\" means, at any date, the excess of Total Assets at such date\nover Total Liabilities at such date.\n\n         \"1996 Credit Agreement\" has the meaning specified in the first recital\nof this Agreement.\n\n         \"1996 Facility Bid Loan\" means any bid loan outstanding under the 1996\nCredit Agreement on the Closing Date.\n\n         \"North American Timber Agreement\" means the Credit Agreement, dated as\nof the date hereof, by and among North American Timber Corporation, the Lenders,\nand Bank of America as the agent for the Lenders.\n\n         \"Notice of Assignment\" has the meaning specified in Section 12.08(b).\n\n         \"Notice of Borrowing\" has the meaning specified in Section 2.02(a).\n\n         \"Notice of Conversion\/Continuation\" has the meaning specified in\nSection 2.11(b).\n\n         \"Obligations\" means all Loans, L\/C Obligations and other Indebtedness,\nadvances, debts, liabilities, obligations, covenants and duties owing by the\nCompany, or any other Loan Party to any Lender, the Agent, any Affiliate of any\nLender or the Agent or any Indemnified Party, of any kind or nature, present or\nfuture, whether or not evidenced by any note, guaranty or other instrument, but\nin each case only as arising under or in connection with this Agreement or under\nor in connection with any other Loan Document, whether or not for the payment of\nmoney, whether arising by reason of an extension of credit, loan, guaranty,\nindemnification or in any other manner, whether direct or indirect (including\nthose acquired by assignment), absolute or contingent, due or to become due, now\nexisting or hereafter arising and however acquired. The term \"Obligations\"\nincludes all interest, charges, expenses, fees, attorneys' fees and\ndisbursements (including the allocated cost of in-house counsel) and any other\nsum chargeable to the Company, or any other Loan Party under or in connection\nwith this Agreement or any other Loan Document.\n\n         \"Other Taxes\" has the meaning specified in Section 4.05(b).\n\n         \"Participant\" has the meaning specified in Section 12.08(d).\n\n\n                                      -10\n\n\n         \"PBGC\" means the Pension Benefit Guaranty Corporation and any entity\nsucceeding to any or all of its functions under ERISA.\n\n         \"Pension Plan\" means a \"pension plan\", as such term is defined in\nSection 3(2) of ERISA, which is subject to Title IV of ERISA (other than a\nmultiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which the\nCompany or any corporation, trade, or business that is, along with the Company,\na member of its Controlled Group, may have liability, including a reasonable\npossibility of liability due to having been a substantial employer within the\nmeaning of Section 4063 of ERISA at any time during the preceding five years, or\nby reason of being deemed to be a contributing sponsor under Section 4069 of\nERISA.\n\n         \"Permitted Liens\" means the Liens permitted or required by Section\n9.01.\n\n         \"Permitted Swap Obligations\" means all obligations (contingent or\notherwise) of the Company or any Subsidiary existing or arising under Swap\nContracts, provided that such obligations are (or were) entered into by such\nPerson in the ordinary course of business for the purpose of directly mitigating\nrisks associated with liabilities, commitments or assets held or reasonably\nanticipated by such Person, or changes in the value of securities issued by such\nPerson in conjunction with a securities repurchase program not otherwise\nprohibited hereunder, and not for purposes of speculation or taking a \"market\nview\".\n\n         \"Person\" means an individual, partnership, corporation (including a\nbusiness trust), joint stock company, trust, unincorporated association, joint\nventure or other entity, or a government or any political subdivision or agency\nthereof.\n\n         \"Plan\" means each Pension Plan or Welfare Plan, and any other employee\nbenefit plan (within the meaning of Section 3(3) of ERISA) sponsored or\nmaintained by the Company or any Subsidiary of the Company.\n\n         \"Principal Property\" means any mill, manufacturing plant, manufacturing\nfacility or timberlands, owned by the Company and\/or one or more Restricted\nSubsidiaries and located within the continental United States of America;\nprovided, however, that the term \"Principal Property\" shall not include (a) any\nsuch mill, plant, facility or timberlands or portion thereof (i) which is\nfinanced by obligations issued by a State, a Territory or a possession of the\nUnited States of America or any political subdivision of any of the foregoing,\nor the District of Columbia, the interest on which is excludable from gross\nincome of the holders thereof pursuant to the provisions of Section 103(a)(1)\n(but only if by reason of Section 103(b)(4)(E) or (F)) of the Internal Revenue\nCode of 1954, as amended (or any predecessor or successor to such provision) as\nin effect at the time of the issuance of such obligations, or (ii) which in the\nopinion of the Company's Board of Directors is not of material importance to the\ntotal business conducted by the Company and the Restricted Subsidiaries,\nconsidered as a whole; or (b) any timberlands designated by the Company's Board\nof Directors as being held primarily for development and\/or sale rather than for\nthe production of timber; or (c) any minerals or mineral rights.\n\n         \"Principal Subsidiary\" means each of North American Timber Corp., a\nDelaware corporation, Unisource Worldwide, Inc., a Delaware corporation, Great\nNorthern Nekoosa Corporation, a Maine corporation; Brunswick Pulp &amp; Paper\nCompany, a Delaware corporation; Georgia-Pacific West, Inc., an Oregon\ncorporation; G-P Gypsum Corporation, a Delaware corporation; Leaf River Forest\nProducts, Inc., a Delaware corporation; Nekoosa Packaging Corporation, a\nDelaware corporation, Nekoosa Papers Inc., a\n\n\n                                      -11\n\n\nWisconsin corporation, and any other Subsidiary having assets constituting at\nleast 10% of the Company's consolidated assets.\n\n         \"Reference Rate\" has the meaning specified in the definition of\nAdjusted Reference Rate.\n\n         \"Reference Rate Loan\" means any Loan that bears interest at a rate\ndetermined with reference to the Adjusted Reference Rate.\n\n         \"Release\" means a \"release\", as such term is defined in CERCLA.\n\n         \"Replacement Lender\" has the meaning specified in Section 5.09.\n\n         \"Required Lenders\" means at any time Lenders having 51% or more of the\nCommitments and, if the Commitments have been terminated, Lenders holding 51% or\nmore of the then aggregate unpaid principal amount of the Loans made by the\nLenders.\n\n         \"Requirement of Law\" means, as to any Person, the charter and by-laws\nor other organization or governing documents of such Person, and any law, rule\nor regulation including the requirements of Environmental Laws and ERISA, the\nSecurities Act of 1933, the Securities Exchange Act of 1934, Regulations T, U\nand X of the Federal Reserve Board or any order, decree or other determination\nof an arbitrator or a court or other Governmental Authority applicable to or\nbinding upon such Person or any of its property or to which such Person or any\nof its property is subject.\n\n         \"Responsible Officer\" means, with respect to any Person, the Chief\nExecutive Officer, the President, any Vice-Chairman or any of the Vice\nPresidents or the Treasurer of such Person or, with respect to financial\nmatters, the Chief Financial Officer, the Executive Vice President-Finance and\nChief Financial Officer or the Vice President and Treasurer of such Person.\n\n         \"Restricted Subsidiary\" means any Subsidiary of the Company (a)\nsubstantially all of the property of which is located within the continental\nUnited States of America and (b) which itself, or together with the Company\nand\/or one or more other Restricted Subsidiaries, owns a Principal Property.\n\n         \"Sale-Leaseback Transaction\" has the meaning specified in Section 9.02.\n\n         \"S&amp;P\" means Standard &amp; Poor's or any successor to the rating agency\nbusiness thereof.\n\n         \"Subsidiary\" means, with respect to any Person, any corporation of\nwhich more than 50% of the outstanding capital stock having ordinary voting\npower to elect a majority of the board of directors (or others performing a\ncomparable function) of such corporation is at the time directly or indirectly\nowned by such Person, by such Person and one or more other Subsidiaries of such\nPerson, or by one or more other Subsidiaries of such Person.\n\n         \"Subsidiary Guaranty\" has the meaning specified in Section 7.01(c).\n\n         \"Swap Contract\" means any agreement, whether or not in writing,\nrelating to any transaction that is a rate swap, basis swap, forward rate\ntransaction, commodity swap, commodity option, equity or equity index swap or\noption, bond, note or bill option, interest rate option, forward foreign\nexchange transaction, cap, collar or floor transaction, currency swap,\ncross-currency rate swap, swaption, currency option or any other, similar\ntransaction (including any option to enter into any of the foregoing) or any\ncombination of\n\n\n                                      -12\n\n\n\nthe foregoing, and, unless the context otherwise clearly requires, any master\nagreement relating to or governing any or all of the foregoing.\n\n         \"Swap Termination Value\" means, in respect of any one or more Swap\nContracts, after taking into account the effect of any legally enforceable\nnetting agreement relating to such Swap Contracts, (a) for any date on or after\nthe date such Swap Contracts have been closed out and termination value(s)\ndetermined in accordance therewith, such termination value(s), and (b) for any\ndate prior to the date referenced in clause (a) the amount(s) determined as the\nmark-to-market value(s) for such Swap Contracts, as determined by the Agent\nbased upon one or more mid-market or other readily available quotations provided\nby any recognized dealer in such Swap Contracts (which may include any Lender).\n\n         \"Taxes\" has the meaning specified in Section 4.05(a).\n\n         \"Total Assets\" means, at any date, without duplication, the total\nconsolidated assets of the Company and its Subsidiaries, as determined in\naccordance with GAAP.\n\n         \"Total Liabilities\" means, at any date, without duplication, the total\nconsolidated liabilities of the Company and its Subsidiaries, determined in\naccordance with GAAP.\n\n         \"Tranche A Bid Loan\" means a Loan made by a Lender to the Company\npursuant to subsection 2.03(a) and may be a Base Rate Bid Loan or a Fixed Rate\nBid Loan.\n\n         \"Tranche A Commitment\" means for each Lender, as the context may\nrequire, (a) the amount in dollars set forth on Schedule 1.01(a) opposite the\nname of such Lender under the heading \"Tranche A Commitments\" or as otherwise\nset forth in any Notice of Assignment, as such amount may be reduced pursuant to\nSection 2.06 or as a result of one or more assignments pursuant to Section\n12.08; or (b) the obligation of such Lender to extend credit to the Company\nhereunder in the amount specified in the immediately preceding clause (a).\n\n         \"Tranche A L\/C Obligations\" means at any time the sum of (a) the\naggregate undrawn amount of all Tranche A Letters of Credit then outstanding,\nplus (b) the amount of all unreimbursed drawings under all Tranche A Letters of\nCredit, including all outstanding L\/C Borrowings made on account of Tranche A\nLetters of Credit.\n\n         \"Tranche A Letter of Credit\" means any letter of credit Issued by the\nIssuing Bank pursuant to Article 3 and allocated in the Company's request\ntherefor to the Tranche A Commitments.\n\n         \"Tranche A Loan\" has the meaning set forth in subsection 2.01(a).\n\n         \"Tranche A Termination Date\" means July 20, 2000.\n\n         \"Tranche B Bid Loan\" means a Loan made by a Lender to the Company\npursuant to subsection 2.03(b) and may be a Base Rate Bid Loan or a Fixed Rate\nBid Loan.\n\n         \"Tranche B Commitment\" means for each Lender, as the context may\nrequire (a) the amount in dollars set forth on Schedule 1.01(a) opposite the\nname of such Lender under the heading \"Tranche B Commitments\" or as otherwise\nset forth in any Notice of Assignment, as such amount may be reduced pursuant to\nSection 2.06 or as a result of one or more assignments pursuant to Section\n12.08; or (b) the obligation of such Lender to extend credit to the Company\nhereunder in the amount specified in the immediately preceding clause (b).\n\n\n                                      -13\n\n\n\n         \"Tranche B L\/C Obligations\" means at any time the sum of (a) the\naggregate undrawn amount of all Tranche B Letters of Credit then outstanding,\nplus (b) the amount of all unreimbursed drawings under all Tranche B Letters of\nCredit, including all outstanding L\/C Borrowings made on account of Tranche B\nLetters of Credit.\n\n         \"Tranche B Letter of Credit\" means any letter of credit Issued by the\nIssuing Bank pursuant to Article 3 and allocated in the Company's request\ntherefor to the Tranche B Commitments.\n\n         \"Tranche B Loan\" has the meaning set forth in Section 2.01(b).\n\n         \"Tranche B Termination Date\" means July 22, 2004.\n\n         \"Unrestricted Subsidiary\" means any Subsidiary of the Company other\nthan a Restricted Subsidiary.\n\n         \"Utilization Fee\" has the meaning specified in Section 4.01(a).\n\n         \"Value\" means, with respect to a Sale-Leaseback Transaction, as of any\nparticular time, the amount equal to the greater of (a) the net proceeds of the\nsale or transfer of the property leased pursuant to such Sale-Leaseback\nTransaction or (b) the fair value in the opinion of the Board of Directors of\nthe Company of such property at the time of entering into such Sale-Leaseback\nTransaction, in either case divided first by the number of full years of the\nterm of the lease and then multiplied by the number of full years of such term\nremaining at the time of determination, without regard to any renewal or\nextension options contained in the lease.\n\n         \"Welfare Plan\" means a \"welfare plan\", as such term is defined in\nSection (3)(1) of ERISA.\n\n         1.02 Computation of Time Periods. In this Agreement, in the computation\nof periods of time from a specified date to a later specified date, the word\n\"from\" means \"from and including\" and the words \"to\" and \"until\" each means \"to\nbut excluding.\"\n\n         1.03 Accounting Matters. All accounting terms not specifically defined\nherein shall be construed in accordance with GAAP, and all financial statements\nreferred to in Sections 8.09(a) and (b) shall be prepared in accordance with\nGAAP; provided, however, that all computations determining compliance with\nArticle 8 shall use accounting principles consistent with those applied in the\npreparation of the financial statements of the Company referred to in Section\n6.05(a). The parties hereto agree that to the extent that any change in GAAP\naffects the calculation of the financial covenant contained herein, the Agent\n(at the direction of the Required Lenders) and the Company shall negotiate in\ngood faith to amend such financial covenant to account for such changes in GAAP.\n\n         1.04 Certain Terms. The meanings of defined terms are equally\napplicable to the singular and plural forms of the defined terms.\n\n         The words \"herein\", \"hereof\" and \"hereunder\" and other words of similar\nimport refer to this Agreement as a whole, including the Exhibits and Schedules\nhereto, and not to any particular Article, Section, paragraph or clause in this\nAgreement. The word \"including\" when used herein is not intended to be exclusive\nand means \"including, without limitation.\" References herein to an Article,\nSection, paragraph or clause shall refer to the appropriate Article, Section,\nparagraph or clause in this Agreement.\n\n\n                                      -14\n\n\n\n         Unless otherwise expressly provided herein, (i) references to\nagreements (including this Agreement) and other contractual instruments shall be\ndeemed to include all subsequent amendments and other modifications thereto, but\nonly to the extent such amendments and other modifications are not prohibited by\nthe terms of any Loan Document, and (ii) references to any statute or regulation\nare to be construed as including all statutory and regulatory provisions\nconsolidating, amending, replacing, supplementing or interpreting the statute or\nregulation.\n\n                                   ARTICLE 2\n                         AMOUNTS AND TERMS OF THE LOANS\n\n         2.01 Committed Loans.\n\n         (a) Tranche A Loans. Each Lender severally agrees, on the terms and\nsubject to the conditions hereinafter set forth, to make one or more Committed\nLoans to the Company on any Business Day during the period commencing on the\nClosing Date and ending on the Business Day next preceding the Tranche A\nTermination Date (each such loan, a \"Tranche A Loan\"), in an aggregate principal\namount at any time outstanding which does not exceed such Lender's Tranche A\nCommitment; provided, however, that after giving effect to any Committed\nBorrowing of Tranche A Loans, (i) the aggregate principal amount of all Tranche\nA Loans then outstanding, plus (ii) the aggregate principal amount of all\nTranche A Bid Loans then outstanding, plus (iii) the outstanding Tranche A L\/C\nObligations shall not exceed the Aggregate Tranche A Commitments. Any principal\namount of the Tranche A Loans which is repaid or prepaid by the Company may be\nreborrowed within the limitations set forth in this Section 2.01(a).\n\n         (b) Tranche B Loans. Each Lender severally agrees, on the terms and\nsubject to the conditions hereinafter set forth, to make one or more Committed\nLoans to the Company on any Business Day during the period commencing on the\nClosing Date and ending on the Business Day next preceding the Tranche B\nTermination Date (each such loan, a \"Tranche B Loan\"), in an aggregate principal\namount at any time outstanding which does not exceed such Lender's Tranche B\nCommitment.; provided, however, that after giving effect to any Committed\nBorrowing of Tranche B Loans, (i) the aggregate principal amount of all Tranche\nB Loans then outstanding, plus (ii) the aggregate principal amount of all\nTranche B Bid Loans then outstanding, plus (iii) the aggregate principal amount\nof all 1996 Facility Bid Loans then outstanding, plus (vi) the outstanding\nTranche B L\/C Obligations shall not exceed the Aggregate Tranche B Commitments.\nAny principal amount of the Tranche B Loans which is repaid or prepaid by the\nCompany may be reborrowed within the limitations set forth in this Section\n2.01(b).\n\n         2.02 Procedure for Committed Borrowings.\n\n         (a) Each Committed Borrowing shall be made on notice, delivered by the\nCompany to the Agent not later than 12:00 noon (New York City time) at least (i)\nfour Business Days prior to the date of such proposed Borrowing, in the case of\nEurodollar Loans, and (ii) one Business Day prior to the date of such proposed\nBorrowing, in the case of Reference Rate Loans. Each such notice of a Committed\nBorrowing (a \"Notice of Borrowing\") shall be irrevocable and shall be delivered\nby facsimile, in substantially the form of Exhibit 2.02(a), specifying therein:\n\n              (i) the date of such Borrowing, which shall be a Business Day;\n\n              (ii) the amount of such Borrowing which, in the case of a\n         Borrowing of Eurodollar Loans, shall be in the amount of $20,000,000 or\n         an integral multiple of $10,000,000 in excess\n\n\n                                      -15\n\n\n\n         thereof and, in the case of a Borrowing of Reference Rate Loans, shall\n         be in the amount of $10,000,000 or an integral multiple of $5,000,000\n         in excess thereof and shall not, in any case, exceed the unused\n         Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as\n         applicable, set forth in Section 2.01(a) or (b), respectively, on the\n         date such Borrowing is made (after giving effect to each payment and\n         prepayment made on such date);\n\n              (iii) whether such Borrowing is to be of Tranche A Loans or\n         Tranche B Loans;\n\n              (iv) whether such Borrowing is to be comprised of Eurodollar Loans\n         or Reference Rate Loans; and\n\n              (v) if such Borrowing is to be comprised of Eurodollar Loans, the\n         duration of the initial Interest Period applicable to such Loans.\n\nIf the Notice of Borrowing shall fail to specify the duration of the initial\nInterest Period for any Committed Borrowing comprised of Eurodollar Loans, such\nInterest Period shall be one month.\n\n         (b) Upon receipt of a Notice of Borrowing, the Agent shall promptly\nnotify each Lender thereof and of the amount of such Lender's share of such\nBorrowing determined on the basis of such Lender's Commitment Percentage. Each\nLender shall make available to the Agent the amount of its ratable share of such\nBorrowing in the manner and at the time set forth in Section 4.04(a).\n\n         (c) After giving effect to any Committed Borrowing, there shall not be\nmore than seven different Interest Periods in effect.\n\n         (d) Unless any applicable condition specified in Article 7 has not been\nsatisfied or waived, the Agent will make the funds received from the Lenders\npromptly available to the Company by crediting the account of the Company on the\nbooks of Bank of America, or such other account as shall have been specified by\nthe Company, with the aggregate of the amounts made available to the Agent by\nthe Lenders and in like funds as received by the Agent.\n\n         2.03 Bid Borrowings.\n\n         (a) In addition to Committed Borrowings pursuant to Section 2.01, each\nLender severally agrees that the Company may, as set forth in Section 2.04, from\ntime to time on any Business Day during the period commencing on the Closing\nDate and ending on the Business Day next preceding the Tranche A Termination\nDate request the Lenders to submit offers to make Tranche A Bid Loans to the\nCompany; provided, however, that the Lenders may, but shall have no obligation\nto, submit such offers and the Company may, but shall have no obligation to,\naccept any such offers; and provided, further, that at no time shall (a)(i) the\naggregate principal amount of all Tranche A Bid Loans made by all Lenders then\noutstanding plus (ii) the aggregate principal amount of all Tranche A Loans then\noutstanding plus (iii) the outstanding Tranche A L\/C Obligations exceed (b) the\nAggregate Tranche A Commitments.\n\n         (b) In addition to Committed Borrowings pursuant to Section 2.01, each\nLender severally agrees that the Company may, as set forth in Section 2.04, from\ntime to time on any Business Day during the period commencing on the Closing\nDate and ending on the Business Day next preceding the Tranche B Termination\nDate request the Lenders to submit offers to make Tranche B Bid Loans to the\nCompany; provided, however, that the Lenders may, but shall have no obligation\nto, submit such offers and the Company may, but shall have no obligation to,\naccept any such offers; and provided, further, that at no time shall (a)(i) the\naggregate principal amount of all Tranche B Bid Loans made by all Lenders then\n\n\n                                      -16\n\n\noutstanding plus (ii) the aggregate principal amount of all Tranche B Loans then\noutstanding plus (iii) the aggregate principal amount of all 1996 Facility Bid\nLoans then outstanding plus (vi) the outstanding Tranche B L\/C Obligations\nexceed (b) the Aggregate Tranche B Commitments.\n\n         2.04 Procedure for Bid Borrowings.\n\n         (a) The Company may request a Bid Borrowing hereunder by delivering to\nthe Agent by facsimile not later than 11:00 a.m. (New York City time) at least\n(i) four Business Days prior to the date of the proposed Borrowing, in the case\nof a request for Base Rate Bid Loans, and (ii) two Business Days (or, in the\nevent the Company desires that Competitive Bids be furnished on the date of the\nproposed Bid Borrowing, one Business Day) prior to the date of the proposed Bid\nBorrowing in the case of a request for Fixed Rate Bid Loans, a solicitation for\nBid Loans (a \"Competitive Bid Request\"), in substantially the form of Exhibit\n2.04(a) specifying therein:\n\n              (i) the date of such Bid Borrowing, which shall be a Business Day;\n\n              (ii) the aggregate amount of such Bid Borrowing, which shall be a\n         minimum amount of $10,000,000 in excess thereof and shall not, in the\n         case of a Tranche A Bid Borrowing, exceed the Available Tranche A\n         Commitments on the date such proposed Borrowing is made (after giving\n         effect to each payment and prepayment made on such date) or, in the\n         case of a Tranche B Bid Borrowing, exceed the Available Tranche B\n         Commitments on the date such proposed Borrowing is made (after giving\n         effect to each payment and prepayment made on such date);\n\n              (iii) the maturity date or dates for the partial or complete\n         repayment of each Bid Loan to be made as part of such Bid Borrowing\n         (none of which shall occur after the Tranche B Termination Date) and,\n         in the case of each partial repayment, the amount thereof;\n\n              (iv) whether the Bid Loans requested are Tranche A Bid Loans or\n         Tranche B Bid Loans, and whether the Bid Loans requested are Base Rate\n         Bid Loans or Fixed Rate Bid Loans and, in the case of Base Rate Bid\n         Loans, the basis of calculation of such interest rate (the \"Base Rate\")\n         to be used by the Lenders in determining the rate or rates of interest\n         to be offered by them; and\n\n              (v) any other terms to be applicable to such Bid Borrowing\n         (including the extent to which terms similar to Section 4.05 shall be\n         applicable to such Bid Borrowing).\n\nThe Agent shall promptly notify each Lender of its receipt of a Competitive Bid\nRequest by sending such Lender by facsimile a copy of such Competitive Bid\nRequest.\n\n         (b) (i) Each Lender may, in response to a Competitive Bid Request, at\nits option, irrevocably submit a Competitive Bid containing an offer to make one\nor more Bid Loans at a rate or rates of interest specified by such Lender in its\nsole discretion. Each Competitive Bid must be submitted to the Company before\n10:00 a.m. (New York City time) (A) three Business Days prior to the date of the\nproposed Bid Borrowing, in the case of a request for Base Rate Bid Loans, and\n(B) one Business Day prior to the date of the proposed Bid Borrowing (or, in the\nevent the Company desires that Competitive Bids be furnished on the date of the\nproposed Bid Borrowing, on the date of such proposed Borrowing), in the case of\na request for Fixed Rate Bid Loans.\n\n              (ii) Each Competitive Bid (which shall be by telephone, promptly\n         confirmed in writing) shall specify:\n\n\n                                      -17\n\n\n                   (A) the minimum amount of each Bid Loan for which such\n              Competitive Bid is being made (which shall be at least $5,000,000)\n              and the maximum amount thereof (which may exceed such Lender's\n              Tranche A Commitment or its Tranche B Commitment);\n\n                   (B) the rate or rates of interest per annum offered for each\n              Bid Loan, which, in the case of a Base Rate Bid Loan, shall be\n              expressed as a margin to be added to, or subtracted from, the Base\n              Rate specified by the Company in its Bid Request; and\n\n                   (C) the applicable Lending Office of the quoting Lender.\n\n              (iii) Any Competitive Bid may be disregarded if it:\n\n                   (A) does not specify all of the information required by\n              Section 2.04(b)(ii);\n\n                   (B) contains qualifying, conditional or similar language;\n\n                   (C) proposes terms other than, or in addition to, those set\n              forth in the applicable Competitive Bid Request; or\n\n                   (D) arrives after the time set forth in Section 2.04(b)(i).\n\n         (c) Not later than 11:00 a.m. (New York City time) three Business Days\nprior to the date of the proposed Bid Borrowing, in the case of a Borrowing of\nBase Rate Bid Loans, and 11:00 a.m. (New York City time) one Business Day prior\nto the date of the proposed Bid Borrowing (or, in the event the Company desires\nthat Competitive Bids be furnished on the date of the proposed Bid Borrowing, on\nthe date of such proposed Borrowing), in the case of a Borrowing of Fixed Rate\nBid Loans, the Company shall either\n\n              (i) cancel such Bid Borrowing by giving the Agent and the Lenders\n         notice thereof (which notice may be given by telephone and confirmed in\n         writing by facsimile) or\n\n              (ii) accept one or more of the offers made by any Lender or\n         Lenders pursuant to Section 2.04(b), in its sole discretion, by giving\n         notice (which notice may be given by telephone, confirmed in writing by\n         facsimile) to such Lenders of the amount of each Bid Loan (which amount\n         shall be equal to or greater than the minimum amount, and equal to or\n         less than the maximum amount, notified to the Company by such Lender\n         for such Bid Loan pursuant to Section 2.04(b)) to be made by each such\n         Lender as part of such Bid Borrowing, and reject any remaining offers\n         made by giving the Lenders notice (which notice may be given by\n         telephone, confirmed in writing by facsimile) to that effect; provided,\n         however, that to the extent that the Company elects to accept one or\n         more Competitive Bids submitted by Lenders for a given Interest Period,\n         the Company shall accept such Competitive Bids on the basis of\n         ascending interest rates; and, provided, further, that in the event the\n         Company does not, before the time stated above, either cancel the\n         proposed Bid Borrowing pursuant to Section 2.04(c)(i) or accept one or\n         more of the offers pursuant to this Section 2.04(c)(ii), such Bid\n         Borrowing shall be deemed cancelled and provided, further, that in the\n         event the Company accepts one or more of the offers pursuant to this\n         Section 2.04(c)(ii) but does not expressly reject the remaining offers,\n         such offers shall be deemed rejected. The Company shall promptly notify\n         the Agent of the date and amount of any proposed Bid Borrowing.\n\n\n                                      -18\n\n\n\n         (d) For purposes of Sections 2.01, 2.06 and 4.01(a), each outstanding\nBid Loan (and until repayment in full thereof, each 1996 Facility Bid Loan)\nshall be deemed to utilize the Tranche A Commitments of each Lender, in the case\nof Tranche A Bid Loans, or the Tranche B Commitments of each Lender, in the case\nof Tranche B Bid Loans, whether or not such Lender has made such Bid Loan, by an\namount equal to such Lender's Commitment Percentage times the amount of such Bid\nLoan (or 1996 Facility Bid Loan).\n\n         (e) The rights of any Lender under the 1996 Credit Agreement which is\nalso a Lender under this Agreement and which has made 1996 Facility Bid Loans\nthat are outstanding on the Closing Date shall terminate on the Closing Date and\nsuch Lender shall have the same rights with respect to its 1996 Facility Bid\nLoans as if such 1996 Facility Bid Loans were Bid Loans hereunder.\n\n         2.05 Evidence of Indebtedness.\n\n         (a) Each Lender, with respect to amounts payable to it hereunder, and\nthe Agent, with respect to all amounts payable hereunder in respect of Committed\nBorrowings, shall maintain on its books in accordance with its usual practice,\nloan accounts and control accounts, respectively, setting forth each Committed\nLoan and, in the case of each Lender having made a Bid Loan, each such Bid Loan,\nthe applicable interest rate and the amounts of principal, interest and other\nsums paid and payable by the Company from time to time hereunder with respect\nthereto; provided, however, that the failure by any Lender to record any such\namount on its books shall not affect the obligations of the Company with respect\nthereto. In the case of any dispute, action or proceeding relating to any amount\npayable hereunder, the entries in each such account shall be prima facie\nevidence of such amount, absent manifest error. In case of any discrepancy\nbetween the entries in the Agent's books and any Lender's books, such Lender's\nbooks shall be considered correct in the absence of manifest error.\n\n         (b) Notwithstanding the foregoing, if any Lender shall so request for\npurposes of Section 12.08(a)(iii), the obligation to repay the Committed Loans\nshall also be evidenced by a promissory note in the form of Exhibit 2.05(b).\n\n         (c) The obligation to repay a Bid Loan shall also, if so requested by\nthe Lender making such Bid Loan in its Competitive Bid, be evidenced by a\npromissory note in the form of Exhibit 2.05(c).\n\n         2.06 Optional Reduction of the Commitments. The Company shall have the\nright, upon at least four Business Days' prior notice to the Agent (which notice\nshall be irrevocable), at any time permanently to terminate the remaining\nCommitments in whole or reduce ratably in part the unused portions of the\nCommitments of the Lenders, allocated between Tranche A Commitments or Tranche B\nCommitments, as the Company may elect; provided, however, that each partial\nreduction shall be in the aggregate amount of $20,000,000 or an integral\nmultiple of $10,000,000 in excess thereof. No reduction in the Commitments shall\nreduce the L\/C Commitment until the aggregate Commitments are reduced to\n$150,000,000, after which each reduction in the Commitments shall reduce the L\/C\nCommitment dollar for dollar. The Agent shall promptly notify each Lender of its\nreceipt of any notice under this Section 2.06.\n\n         2.07 Repayment.\n\n         (a) The Committed Loans. The Company agrees to repay to the Agent for\nthe account of the Lenders the outstanding principal amount of all Tranche A\nLoans on the Tranche A Termination Date.\n\n\n                                      -19\n\n\n\nThe Company agrees to repay to the Agent for the account of the Lenders the\noutstanding principal amount of all Tranche B Loans on the Tranche B Termination\nDate.\n\n\n         (b) The Bid Loans. The Company agrees to repay to each Lender which has\nmade a Bid Loan on the maturity date of such Bid Loan (as each such maturity\ndate shall have been specified by the Company in the applicable Competitive Bid\nRequest pursuant to Section 2.04(a)(iii)) the unpaid principal amount of such\nBid Loan then due and payable (each such amount being as specified for such date\nin such Competitive Bid Request pursuant to Section 2.04(a)(iii)).\n\n         2.08 Optional Prepayments.\n\n         (a) Subject to Section 5.06(a), the Company may, upon (i) at least four\nBusiness Days' prior notice to the Agent, in the case of a prepayment of\nEurodollar Loans, and (ii) at least one Business Day's prior notice to the\nAgent, in the case of a prepayment of Reference Rate Loans, stating the proposed\ndate and aggregate principal amount of the prepayment, prepay, ratably among the\nLenders in accordance with their Commitment Percentages, the outstanding\nprincipal amount of the Committed Loans, in whole or in part, together with\naccrued interest to the date of such prepayment on the principal amount prepaid.\n\n         (b) Each partial prepayment of Committed Loans shall, in the case of\nEurodollar Loans, be in the aggregate principal amount of $20,000,000 or an\nintegral multiple of $10,000,000 in excess thereof, and, in the case of\nReference Rate Loans, be in the aggregate principal amount of $10,000,000 or an\nintegral multiple of $5,000,000 in excess thereof; provided, however, that, if\nthe aggregate amount of Eurodollar Loans comprised in the same Committed\nBorrowing would be reduced as a result of any voluntary prepayment to an amount\nless than $20,000,000, such Eurodollar Loans shall automatically convert into\nReference Rate Loans on the last day of the then current Interest Period.\n\n         (c) If a notice of prepayment is given, such notice shall be\nirrevocable and the principal amount stated in such notice, together with\naccrued interest thereon and any amount payable pursuant to Section 5.06(a),\nshall be due and payable on the date specified in such notice. The Agent shall\npromptly notify each Lender of its receipt of any notice of prepayment under\nthis Section 2.08.\n\n         (d) Bid Loans may not be prepaid.\n\n         2.09 Interest.\n\n         (a) Each Committed Loan shall bear interest on the outstanding\nprincipal amount thereof from the date when made until paid in full, at the\noption of the Company, as set forth in its Notice of Borrowing or in its Notice\nof Conversion\/Continuation,\n\n              (i) if such Loan is a Reference Rate Loan, at a rate per annum\n         equal to the Adjusted Reference Rate; or\n\n              (ii) if such Loan is a Eurodollar Loan, at a rate per annum equal\n         to the sum of (A) LIBOR plus (B) the applicable margin, as follows:\n\n\n                                      -20\n\n<table>\n<caption>\n                           Debt Rating                                    Applicable Margin\n                           -----------                                   on Eurodollar Loans\n         Moody's                            S&amp;P                  Tranche A Loans \/ Tranche B Loans\n         -------                            ---                  ---------------------------------\n      <s>                       <c>      <c>                        <c>\n         Baal or higher            or       BBB+ or higher                0.525% \/ 0.500%\n                                   --\n         Baa2                      or       BBB                           0.625% \/ 0.600%\n                                   --\n         Baa3                      or       BBB-                          0.725% \/ 0.700%\n                                   --\n         Bal                       or       BB+                           1.075% \/ 1.050%\n                                   --\n         Ba2 or lower              and      BB or lower                   1.275% \/ 1.250%\n                                   ---\n<\/c><\/c><\/c><\/s><\/caption><\/table>\nprovided, however, that if at any time no Debt Rating is available, the\napplicable margin shall be 1.275% per annum for Tranche A Loans and 1.250% per\nannum for Tranche B Loans.\n\n         (b) Any change in the applicable margin due to a change in the\napplicable Debt Rating shall be effective on the effective date of such change\nin the applicable Debt Rating and shall apply to all Eurodollar Loans that are\noutstanding at any time during the period commencing on the effective date of\nsuch change in applicable Debt Rating and ending on the date immediately\npreceding the effective date of the next such change in applicable Debt Rating.\nIn the event of a split rating, the higher rating will apply; if the Debt\nRatings are split by more than one level, one level above the lower rating will\napply.\n\n         (c) Accrued interest shall be paid on each Interest Payment Date (and,\nafter maturity, on demand), on the date of repayment or prepayment of any\nCommitted Loan on the amount repaid or prepaid and, in the case of any Reference\nRate Loan, on each date such Loan is converted into a Eurodollar Loan.\n\n         (d) The Company shall pay to each Lender which has made a Bid Loan\ninterest on the unpaid principal amount of such Bid Loan from the date when made\nuntil paid in full, on each Interest Payment Date (and, after maturity, on\ndemand), at the rate of interest specified by such Lender in its Competitive Bid\npursuant to Section 2.04(b)(ii)(B).\n\n         2.10 Default Interest. During the continuation of any Event of Default\npursuant to Section 10.01(a), the Company shall pay interest (after as well as\nbefore judgment to the extent permitted by law) on the principal amount of all\nCommitted Loans outstanding and on all other Obligations of the Company due and\nunpaid (other than Bid Loans), at a rate per annum which is determined by\nincreasing the interest rate then in effect by 2% per annum for the principal\namount of the Eurodollar Loans outstanding and at a rate per annum equal to the\nAdjusted Reference Rate plus 2% for any other Obligation due hereunder (other\nthan Bid Loans).\n\n         2.11 Continuation and Conversion Elections for Committed Loans.\n\n         (a) The Company may upon irrevocable written notice to the Agent:\n\n              (i) elect to convert, on any Business Day, all or any portion of\n         outstanding Reference Rate Loans (in the aggregate amount of\n         $20,000,000 or an integral multiple of $10,000,000 in excess thereof)\n         into Eurodollar Loans;\n\n              (ii) elect to convert, on the last day of any Interest Period\n         therefor, all or any portion of outstanding Eurodollar Loans comprising\n         the same Borrowing (in the aggregate amount of $10,000,000 or an\n         integral multiple of $5,000,000 in excess thereof) into Reference Rate\n         Loans; or\n\n              (iii) elect to continue, on the last day of any Interest Period\n         therefor, any Eurodollar Loans;\n\n                                      -21\n\n\nprovided, however, that if the aggregate amount of outstanding Eurodollar Loans\ncomprised in the same Borrowing would be reduced as a result of any conversion\nof part thereof to Reference Rate Loans to an amount less than $20,000,000, such\nEurodollar Loans shall automatically convert into Reference Rate Loans on the\nlast day of the Interest Period on which such conversion occurs.\n\n         (b) The Company shall deliver a notice of conversion or continuation (a\n\"Notice of Conversion\/Continuation\"), in substantially the form of Exhibit\n2.11(b), to the Agent not later than 12:00 noon (New York City time) (i) four\nBusiness Days prior to the proposed date of conversion or continuation, if the\nCommitted Loans or any portion thereof are to be converted into or continued as\nEurodollar Loans, and (ii) one Business Day prior to the proposed date of\nconversion, if the Committed Loans or any portion thereof are to be converted\ninto Reference Rate Loans.\n\nEach such Notice of Conversion\/Continuation shall be irrevocable and shall be\nmade by facsimile, specifying therein:\n\n              (i) the proposed date of conversion or continuation;\n\n              (ii) the aggregate amount of Committed Loans to be converted or\n         continued;\n\n              (iii) whether such Committed Loans are Tranche A Loans or Tranche\n         B Loans; and\n\n              (iv) the duration of the applicable Interest Period if such\n         Committed Loans are Eurodollar Loans.\n\n         (c) If, on the fourth Business Day prior to the expiration of any\nInterest Period applicable to Eurodollar Loans, the Company shall have failed to\nselect a new Interest Period to be applicable to such Eurodollar Loans, the\nCompany shall be deemed to have elected to convert such Eurodollar Loans into\nReference Rate Loans effective as of the last day of such Interest Period.\n\n         (d) Upon receipt of a Notice of Conversion\/Continuation, the Agent\nshall promptly notify each Lender thereof. All conversions and continuations\nshall be made ratably among the Lenders based on their Commitment Percentages of\nthe Committed Loans with respect to which such notice was given.\n\n         (e) Notwithstanding any other provision contained in this Agreement,\nafter giving effect to any conversion or continuation of any Committed Loans,\nthere shall not be more than seven different Interest Periods for Committed\nLoans in effect.\n\n         2.12 Termination of Prior Commitments. The Company and each of the\nLenders agree that the \"Commitments\" (as defined in the 1996 Credit Agreement)\nwill terminate as of the Closing Date, and each Lender waives the notice\nrequirement set forth in Section 2.08(a) of the 1996 Credit Agreement regarding\nsuch termination.\n\n                                   ARTICLE 3\n                              THE LETTERS OF CREDIT\n\n         3.01 The Letter of Credit Subfacility.\n\n              (a) On the terms and conditions set forth herein (i) the Issuing\nBank agrees, (A) from time to time on any Business Day during the period from\nthe Closing Date to the Tranche A Termination\n\n\n                                      -22\n\n\nDate to issue Tranche A Letters of Credit for the account of the Company, and to\namend or renew Tranche A Letters of Credit previously issued by it, in\naccordance with subsections 3.02(c) and 3.02(d), (B) from time to time on any\nBusiness Day during the period from the Closing Date to the Tranche B\nTermination Date to issue Tranche B Letters of Credit for the account of the\nCompany, and to amend or renew Tranche B Letters of Credit previously issued by\nit, in accordance with subsections 3.02(c) and 3.02(d), and (C) to honor drafts\nunder the Letters of Credit; and (ii) the Lenders severally agree to purchase an\nirrevocable and unconditional participation in each Letter of Credit Issued for\nthe account of the Company; provided, that the Issuing Bank shall not be\nobligated to Issue, and no Lender shall be obligated to participate in, any\nLetter of Credit if as of the date of Issuance of such Letter of Credit (the\n\"Issuance Date\"), after giving effect to any requested Loans, (A) (1) the\naggregate principal amount of all Tranche A Loans then outstanding plus (2) the\naggregate principal amount of all Tranche A Bid Loans then outstanding plus (3)\nthe outstanding Tranche A L\/C Obligations exceeds the Aggregate Tranche A\nCommitments; (B) (1) the aggregate principal amount of all Tranche B Loans then\noutstanding plus (2) the aggregate principal amount of all Tranche B Bid Loans\nthen outstanding plus (3) the aggregate principal amount of all 1996 Facility\nBid Loans then outstanding plus (4) the outstanding Tranche B L\/C Obligations\nexceeds the Aggregate Tranche B Commitments; or (C) the total amount of L\/C\nObligations exceeds the L\/C Commitment. Within the foregoing limits, and subject\nto the other terms and conditions hereof, the Company's ability to obtain\nLetters of Credit shall be fully revolving, and, accordingly, the Company may,\nduring the foregoing period, obtain Letters of Credit to replace Letters of\nCredit which have expired or which have been drawn upon and reimbursed.\n\n         (b) The Issuing Bank is under no obligation to Issue any Letter of\nCredit if:\n\n              (i) any order, judgment or decree of any Governmental Authority or\n         arbitrator shall by its terms purport to enjoin or restrain the Issuing\n         Bank from Issuing such Letter of Credit, or any Requirement of Law\n         applicable to the Issuing Bank or any request or directive (whether or\n         not having the force of law) from any Governmental Authority with\n         jurisdiction over the Issuing Bank shall prohibit, or request that the\n         Issuing Bank refrain from, the Issuance of letters of credit generally\n         or such Letter of Credit in particular or shall impose upon the Issuing\n         Bank with respect to such Letter of Credit any restriction, reserve or\n         capital requirement (for which the Issuing Bank is not otherwise\n         compensated hereunder) not in effect on the Closing Date, or shall\n         impose upon the Issuing Bank any unreimbursed loss, cost or expense\n         which was not applicable on the Closing Date and which the Issuing Bank\n         in good faith deems material to it;\n\n              (ii) the Issuing Bank has received written notice from any Lender,\n         the Agent or the Company, on or prior to the Business Day prior to the\n         requested date of Issuance of such Letter of Credit, that one or more\n         of the applicable conditions contained in Article 7 is not then\n         satisfied;\n\n              (iii) the expiry date of any requested Letter of Credit is (A)\n         more than one year after the date of Issuance, unless the Required\n         Lenders have approved such expiry date in writing, (B) after the\n         Tranche A Termination Date, in the case of a Tranche A Letter of\n         Credit, unless all of the Lenders have approved such expiry date in\n         writing, or (C) after the Tranche B Termination Date, in the case of a\n         Tranche B Letter of Credit, unless all of the Lenders have approved\n         such expiry date in writing;\n\n              (iv) the expiry date of any requested Letter of Credit is prior to\n         the maturity date of any financial obligation to be supported by the\n         requested Letter of Credit;\n\n\n                                      -23\n\n\n              (v) any requested Letter of Credit does not provide for drafts, or\n         is not otherwise in form and substance acceptable to the Issuing Bank,\n         or the Issuance of a Letter of Credit shall violate any applicable\n         policies of the Issuing Bank;\n\n              (vi) any standby Letter of Credit is for the purpose of supporting\n         the Issuance of any Letter of Credit by any other Person; or\n\n              (vii) such Letter of Credit is in a face amount less than $100,000\n         or is denominated in a currency other than dollars.\n\n         3.02 Issuance, Amendment and Renewal of Letters of Credit.\n\n         (a) Each Letter of Credit shall be issued upon the irrevocable written\nrequest of the Company received by the Issuing Bank (with a copy sent by the\nCompany to the Agent) at least four days (or such shorter time as the Issuing\nBank may agree in a particular instance in its sole discretion) prior to the\nproposed date of issuance. Each such request for issuance of a Letter of Credit\nshall be by facsimile, confirmed immediately in an original writing, in the form\nof an L\/C Application, and shall specify in form and detail satisfactory to the\nIssuing Bank: (i) the proposed date of issuance of the Letter of Credit (which\nshall be a Business Day); (ii) the face amount of the Letter of Credit; (iii)\nthe expiry date of the Letter of Credit; (iv) the name and address of the\nbeneficiary thereof; (v) the documents to be presented by the beneficiary of the\nLetter of Credit in case of any drawing thereunder; (vi) the full text of any\ncertificate to be presented by the beneficiary in case of any drawing\nthereunder; (vii) whether such Letter of Credit should be allocated to the\nTranche A Commitments or the Tranche B Commitments; and (viii) such other\nmatters as the Issuing Bank may require.\n\n         (b) At least two Business Days prior to the Issuance of any Letter of\nCredit, the Issuing Bank will confirm with the Agent (by telephone or in\nwriting) that the Agent has received a copy of the L\/C Application or L\/C\nAmendment Application from the Company and, if not, the Issuing Bank will\nprovide the Agent with a copy thereof. Unless the Issuing Bank has received\nnotice on or before the Business Day immediately preceding the date the Issuing\nBank is to issue a requested Letter of Credit from the Agent (i) directing the\nIssuing Bank not to issue such Letter of Credit because such issuance is not\nthen permitted under subsection 3.01(b)(iii) as a result of the limitations set\nforth in clauses (A) through (B) thereof or subsection 3.01(b)(ii); or (ii) that\none or more conditions specified in Article 7 are not then satisfied; then,\nsubject to the terms and conditions hereof, the Issuing Bank shall, on the\nrequested date, issue a Letter of Credit for the account of the Company in\naccordance with the Issuing Bank's usual and customary business practices.\n\n         (c) From time to time while a Letter of Credit is outstanding and prior\nto the Tranche A Termination Date (in the case of Tranche A Letters of Credit)\nor the Tranche B Termination Date (in the case of Tranche B Letters of Credit),\nthe Issuing Bank will, upon the written request of the Company received by the\nIssuing Bank (with a copy sent by the Company to the Agent) at least five days\n(or such shorter time as the Issuing Bank may agree in a particular instance in\nits sole discretion) prior to the proposed date of amendment, amend any Letter\nof Credit issued by it. Each such request for amendment of a Letter of Credit\nshall be made by facsimile, confirmed immediately in an original writing, made\nin the form of an L\/C Amendment Application and shall specify in form and detail\nsatisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii)\nthe proposed date of amendment of the Letter of Credit (which shall be a\nBusiness Day); (iii) the nature of the proposed amendment; and (iv) such other\nmatters as the Issuing Bank may require. The Issuing Bank shall be under no\nobligation to amend any Letter of Credit if: (A) the Issuing Bank would have no\nobligation at such time to issue such Letter of Credit in its\n\n\n                                      -24\n\n\namended form under the terms of this Agreement; or (B) the beneficiary of any\nsuch letter of Credit does not accept the proposed amendment to the Letter of\nCredit. The Agent will promptly notify the Banks of the receipt by it of any L\/C\nApplication or L\/C Amendment Application.\n\n         (d) The Issuing Bank and the Lenders agree that, while a Letter of\nCredit is outstanding and prior to the Tranche A Termination Date (in the case\nof Tranche A Letters of Credit) or the Tranche B Termination Date (in the case\nof Tranche B Letters of Credit), at the option of the Company and upon the\nwritten request of the Company received by the Issuing Bank (with a copy sent by\nthe Company to the Agent) at least five days (or such shorter time as the\nIssuing Bank may agree in a particular instance in its sole discretion) prior to\nthe proposed date of notification of renewal, the Issuing Bank shall be entitled\nto authorize the renewal of any Letter of Credit issued by it. Each such request\nfor renewal of a Letter of Credit shall be made by facsimile, confirmed\nimmediately in an original writing, in the form of an L\/C Amendment Application,\nand shall specify in form and detail satisfactory to the Issuing Bank: (i) the\nLetter of Credit to be renewed; (ii) the proposed date of notification of\nrenewal of the Letter of Credit (which shall be a Business Day); (iii) the\nrevised expiry date of the Letter of Credit; and (iv) such other matters as the\nIssuing Bank may require. The Issuing Bank shall be under no obligation so to\nrenew any Letter of Credit if: (A) the Issuing Bank would have no obligation at\nsuch time to issue or amend such Letter of Credit in its renewed form under the\nterms of this Agreement; or (B) the beneficiary of any such Letter of Credit\ndoes not accept the proposed renewal of the Letter of Credit. If any outstanding\nLetter of Credit shall provide that it shall be automatically renewed unless the\nbeneficiary thereof receives notice from the Issuing Bank that such Letter of\nCredit shall not be renewed, and if at the time of renewal the Issuing Bank\nwould be entitled to authorize the automatic renewal of such Letter of Credit in\naccordance with this subsection 3.02(d) upon the request of the Company but the\nIssuing Bank shall not have received any L\/C Amendment Application from the\nCompany with respect to such renewal or other written direction by the Company\nwith respect thereto, the Issuing Bank shall (unless such renewal would cause\nthe expiry date thereof to extend beyond the Tranche A Termination Date, in the\ncase of a Tranche A Letter of Credit, or the Tranche B Termination Date, in the\ncase of a Tranche B Letter of Credit) nonetheless be permitted to allow such\nLetter of Credit to renew, and the Company and the Lenders hereby authorize such\nrenewal, and, accordingly, the Issuing Bank shall be deemed to have received an\nL\/C Amendment Application from the Company requesting such renewal.\n\n         (e) The Issuing Bank may, at its election (or as required by the Agent\nat the direction of the Required Lenders), deliver any notices of termination or\nother communications to any Letter of Credit beneficiary or transferee, and take\nany other action as necessary or appropriate, at any time and from time to time,\nin order to cause the expiry date of such Letter of Credit to be a date not\nlater than the Tranche A Termination Date, in the case of a Tranche A Letter of\nCredit, or in order to cause the expiry date of such Letter of Credit to be a\ndate not later than the Tranche B Termination Date, in the case of a Tranche B\nLetter of Credit.\n\n         (f) This Agreement shall control in the event of any conflict with any\nL\/C-Related Document (other than any Letter of Credit).\n\n         (g) The Issuing Bank will also deliver to the Agent, concurrently or\npromptly following its delivery of a Letter of Credit, or amendment to or\nrenewal of a Letter of Credit, to an advising bank or a beneficiary, a true and\ncomplete copy of each such Letter of Credit or amendment to or renewal of a\nLetter of Credit.\n\n\n                                      -25\n\n\n\n         3.03 Role of the Issuing Bank.\n\n         (a) Each Lender and the Company agree that, in paying any drawing under\na Letter of Credit, the Issuing Bank shall not have any responsibility to obtain\nany document (other than any sight draft and certificates expressly required by\nthe Letter of Credit) or to ascertain or inquire as to the validity or accuracy\nof any such document or the authority of the Person executing or delivering any\nsuch document.\n\n         (b) No Agent-Related Person nor any of the respective correspondents,\nparticipants or assignees of the Issuing Bank shall be liable to any Lender for:\n(i) any action taken or omitted in connection herewith at the request or with\nthe approval of the Lenders (including the Required Lenders, as applicable);\n(ii) any action taken or omitted in the absence of gross negligence or willful\nmisconduct; or (iii) the due execution, effectiveness, validity or\nenforceability of any L\/C-Related Document.\n\n         (c) The Company hereby assumes all risks of the acts or omissions of\nany beneficiary or transferee with respect to its use of any Letter of Credit;\nprovided, however, that this assumption is not intended to, and shall not,\npreclude the Company's pursuing such rights and remedies as it may have against\nthe beneficiary or transferee at law or under any other agreement. No\nAgent-Related Person, nor any of the respective correspondents, participants or\nassignees of the Issuing Bank, shall be liable or responsible for any of the\nmatters described in subsections 3.04(a) through (g); provided, however,\nanything in such clauses to the contrary notwithstanding, that the Company may\nhave a claim against the Issuing Bank, and the Issuing Bank may be liable to the\nCompany, to the extent, but only to the extent, of any direct, as opposed to\nconsequential or exemplary, damages suffered by the Company which the Company\nproves were caused by the Issuing Bank's willful misconduct or gross negligence\nor the Issuing Bank's willful failure to pay under any Letter of Credit after\nthe presentation to it by the beneficiary of a sight draft and certificate(s)\nstrictly complying with the terms and conditions of a Letter of Credit. In\nfurtherance and not in limitation of the foregoing: (i) the Issuing Bank may\naccept documents that appear on their face to be in order, without\nresponsibility for further investigation, regardless of any notice or\ninformation to the contrary; and (ii) the Issuing Bank shall not be responsible\nfor the validity or sufficiency of any instrument transferring or assigning or\npurporting to transfer or assign a Letter of Credit or the rights or benefits\nthereunder or proceeds thereof, in whole or in part, which may prove to be\ninvalid or ineffective for any reason.\n\n         3.04 Obligations Absolute. The obligations of the Company under this\nAgreement and any L\/C-Related Document to reimburse the Issuing Bank for a\ndrawing under a Letter of Credit, and to repay any L\/C Borrowing and any drawing\nunder a Letter of Credit converted into Revolving Loans, shall be unconditional\nand irrevocable, and shall be paid strictly in accordance with the terms of this\nAgreement and each such other L\/C-Related Document under all circumstances,\nincluding the following:\n\n         (a) any lack of validity or enforceability of this Agreement or any\nL\/C-Related Document;\n\n         (b) any change in the time, manner or place of payment of, or in any\nother term of, all or any of the obligations of the Company in respect of any\nLetter of Credit or any other amendment or waiver of or any consent to departure\nfrom all or any of the L\/C-Related Documents;\n\n         (c) the existence of any claim, set-off, defense or other right that\nthe Company may have at any time against any beneficiary or any transferee of\nany Letter of Credit (or any Person for whom any such beneficiary or any such\ntransferee may be acting), the Issuing Bank or any other Person, whether in\nconnection with this Agreement, the transactions contemplated hereby or by the\nL\/C-Related Documents or any unrelated transaction;\n\n\n                                      -26\n\n\n\n         (d) any draft, demand, certificate or other document presented under\nany Letter of Credit proving to be forged, fraudulent, invalid or insufficient\nin any respect or any statement therein being untrue or inaccurate in any\nrespect; or any loss or delay in the transmission or otherwise of any document\nrequired in order to make a drawing under any Letter of Credit;\n\n         (e) any payment by the Issuing Bank under any Letter of Credit against\npresentation of a draft or certificate that does not strictly comply with the\nterms of any Letter of Credit; or any payment made by the Issuing Bank under any\nLetter of Credit to any Person purporting to be a trustee in bankruptcy,\ndebtor-in-possession, assignee for the benefit of creditors, liquidator,\nreceiver or other representative of or successor to any beneficiary or any\ntransferee of any Letter of Credit, including any arising in connection with any\nInsolvency Proceeding;\n\n         (f) any exchange, release or non-perfection of any collateral, or any\nrelease or amendment or waiver of or consent to departure from any other\nguarantee, for all or any of the obligations of the Company in respect of any\nLetter of Credit; or\n\n         (g) any other circumstance or happening whatsoever, whether or not\nsimilar to any of the foregoing, including any other circumstance that might\notherwise constitute a defense available to, or a discharge of, the Company or a\nguarantor.\n\n         3.05 Cash Collateral Pledge. Upon the request of the Agent or the\nRequired Lenders, (a) if the Issuing Bank has honored any full or partial\ndrawing request on any Letter of Credit and such drawing has resulted in an L\/C\nBorrowing hereunder, (b) if, as of the Tranche A Termination Date, any Tranche A\nLetters of Credit may for any reason remain outstanding and partially or wholly\nundrawn, or (c) if, as of the Tranche B Termination Date, any Tranche B Letters\nof Credit may for any reason remain outstanding and partially or wholly undrawn,\nthen, the Company shall immediately Cash Collateralize the L\/C Obligations in an\namount equal to such L\/C Obligations.\n\n         3.06 Letter of Credit Fees.\n\n         (a) The Company shall pay to the Agent for the account of each of the\nLenders a letter of credit fee with respect to the Tranche A Letters of Credit\nequal to the applicable margin above LIBOR then in effect under Section 2.09 for\nTranche A Eurodollar Loans for each day such Tranche A Letters of Credit are\noutstanding, computed on a quarterly basis in arrears on the last Business Day\nof each calendar quarter and based upon Tranche A Letters of Credit outstanding\nfor that quarter as calculated by the Agent. The Company shall pay to the Agent\nfor the account of each of the Lenders a letter of credit fee with respect to\nthe Tranche B Letters of Credit equal to the applicable margin above LIBOR then\nin effect under Section 2.09 for Tranche B Eurodollar Loans for each day such\nTranche B Letters of Credit are outstanding, computed on a quarterly basis in\narrears on the last Business Day of each calendar quarter and based upon Tranche\nB Letters of Credit outstanding for that quarter as calculated by the Agent.\nSuch letter of credit fees shall be due and payable quarterly in arrears on the\nlast Business Day of each calendar quarter during which Letters of Credit are\noutstanding, commencing on the first such quarterly date to occur after the\nClosing Date, through the Tranche B Termination Date (or such later date upon\nwhich the outstanding Letters of Credit shall expire), with the final payment to\nbe made on the Tranche A Termination Date (or such later expiration date), in\nthe case of Tranche A Letters of Credit and on the Tranche B Termination Date\n(or such later expiration date), in the case of Tranche B Letters of Credit.\n\n         (b) The Company shall pay to the Issuing Bank a letter of credit\nfronting fee for each Letter of Credit Issued by the Issuing Bank equal to\n0.125% of the face amount (or increased face amount, as the\n\n\n                                      -27\n\n\n\ncase may be) of such Letter of Credit. Such Letter of Credit fronting fee shall\nbe due and payable on each date of Issuance of a Letter of Credit.\n\n         (c) The Company shall pay to the Issuing Bank from time to time on\ndemand the normal issuance, presentation, amendment and other processing fees,\nand other standard costs and charges, of the Issuing Bank relating to standby\nletters of credit as from time to time in effect.\n\n         3.07 International Standby Practices. The International Standby\nPractices as published by the International Chamber of Commerce most recently at\nthe time of issuance of any Letter of Credit shall (unless otherwise expressly\nprovided in the Letters of Credit) apply to the Letters of Credit.\n\n                                   ARTICLE 4\n                              FEES; PAYMENTS; TAXES\n\n         4.01 Fees.\n\n         (a) Utilization Fee. The Company shall pay to the Agent for the account\nof each Lender a utilization fee (\"Utilization Fee\") on the actual daily\naggregate principal amount of such Lender's Committed Loans then outstanding\nhereunder with respect to each day on which the principal amount of all\nCommitted Loans then outstanding is equal to or exceeds 33% of the aggregate\nCommitments (each such day a \"Utilization Fee Day\"). Such fee shall be computed\nwith respect to each Utilization Fee Day at a rate equal to 0.125% per annum,\nand shall accrue with respect to each Utilization Fee Day occurring on and after\nthe Closing Date to the later to occur of (A) the Tranche B Termination Date and\n(B) the date on which all Loans and interest thereon are paid in full and the\nCommitments hereunder terminated, and, to the extent accrued during such period,\nshall be due and payable quarterly in arrears on the last Business Day of each\ncalendar quarter (commencing on September 30, 1999) through the later to occur\nof (X) the Tranche B Termination Date and (Y) the date on which all Loans, L\/C\nObligations and interest thereon are paid in full and the Commitments hereunder\nterminated, with the final payment to be made on the latest to occur of such\ndates.\n\n         (b) Facility Fee.\n\n              (i) The Company agrees to pay to the Agent for the account of each\n         Lender, a facility fee from the Closing Date until the Tranche B\n         Termination Date at a rate per annum times the Tranche A Commitment and\n         the Tranche B Commitment of such Lender (regardless of utilization\n         thereof) as follows:\n\n                          Debt Rating                       Facility Fee\n                          -----------                       ------------\n         Moody's                    S&amp;P               Tranche A \/ Tranche B\n         -------                    ---               ---------------------\n         Baal or higher    or       BBB+ or higher       0.100% \/ 0.125%\n                           --\n         Baa2              or       BBB                  0.125% \/ 0.150%\n                           --\n         Baa3              or       BBB-                 0.150% \/ 0.175%\n                           --\n         Bal               or       BB+                  0.175% \/ 0.200%\n                           --\n         Ba2 or lower      and      BB or lower          0.225% \/ 0.250%\n                           ---\n\n         provided, however, that if at any time no Debt Rating is available, the\n         facility fee shall be 0.225% per annum for Tranche A Commitments and\n         0.250% per annum for Tranche B Commitments. In\n\n\n                                      -28\n\n\n         the event of a split rating, the higher rating will apply; if the Debt\n         Ratings are split by more than one level, one level above the lower\n         rating will apply.\n\n              (ii) The facility fee shall be payable (A) quarterly in arrears on\n         the last Business Day of each calendar quarter, commencing with the\n         calendar quarter ending on September 30, 1999, (B) on any date of\n         reduction or termination of the Commitments and (C) on the Tranche B\n         Termination Date.\n\n         (c) Agency Fee. The Company agrees to pay to the Agent for its account\nan agency fee in such amounts and at such times as are set forth in the Fee\nLetter.\n\n         4.02 Computation of Interest, Fees.\n\n         (a) All computations of interest payable in respect of Reference Rate\nLoans shall be made on the basis of a year of 365 days or 366 days, as the case\nmay be, and actual days elapsed. All computations of interest in respect of\nEurodollar Loans and Bid Loans and all computations of fees under this Agreement\nshall be made on the basis of a year of 360 days and actual days elapsed.\nInterest and fees shall accrue during each period during which interest or such\nfees are computed from the first day thereof to the last day thereof.\n\n         (b) Each determination of an interest rate by the Agent pursuant to any\nprovision of this Agreement shall be conclusive and binding on the Company and\nthe Lenders in the absence of manifest error. The Agent, upon determining LIBOR\nfor any Interest Period, shall promptly notify the Company and the Lenders\nthereof.\n\n         4.03 Payments by the Company.\n\n         (a) The Company shall make each payment hereunder not later than 1:00\np.m. (New York City time) on the day when due (i) in respect of any Committed\nLoan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made\nsuch Bid Loan, without defense, setoff or counterclaim, in dollars and in\nimmediately available funds to such account in the continental United States of\nAmerica as the Agent shall specify from time to time by notice to the Company\nor, in the case of a Bid Loan made by a Lender, to the Lending Office of such\nLender. The Agent will promptly after receiving any payment in respect of any\nCommitted Loan from the Company cause to be distributed like funds to the\nLenders ratably based on their Commitment Percentages (other than amounts\npayable to any Lender or any amounts payable pursuant to Section 3.05, 4.02,\n4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Offices.\nAny payment which is received by the Agent later than 1:00 p.m. (New York City\ntime), as confirmed by Federal Reserve wire number, shall be deemed to have been\nreceived on the immediately succeeding Business Day.\n\n         (b) Whenever any payment of a Committed Loan (and, unless otherwise\nstated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to\nbe due on a day other than a Business Day, such payment shall be made on the\nnext succeeding Business Day, and such extension of time shall in such case be\nincluded in the computation of payment of interest or fees, as the case may be;\nprovided, however, that if such extension would cause payment of principal of or\ninterest on Eurodollar Loans to be made in the next calendar month, such payment\nshall be made on the immediately preceding Business Day.\n\n\n                                      -29\n\n\n         (c) Unless the Agent shall have received notice from the Company prior\nto the date on which any payment is due to the Lenders hereunder that the\nCompany will not make such payment in full, the Agent may assume that the\nCompany has made such payment in full to the Agent on such date, and the Agent\nmay, in reliance upon such assumption, cause to be distributed to each Lender on\nsuch due date an amount equal to the amount then due such Lender. If and to the\nextent the Company shall not have so made such payment in full to the Agent,\neach Lender shall repay to the Agent forthwith on demand the excess of the\namount distributed to such Lender over the amount, if any, paid by the Company\nfor the account of such Lender, together with interest thereon at the Federal\nFunds Rate, for each day from the date such amount is distributed to such Lender\nuntil the date such Lender repays such amount to the Agent; provided, however,\nthat if any Lender shall fail to repay such amount within three Business Days\nafter demand therefor, such Lender shall, from and after such third Business Day\nuntil payment is made to the Agent, pay interest thereon at a rate per annum\nequal to the sum of the Adjusted Reference Rate plus 1%.\n\n         4.04 Payments by the Lenders.\n\n         (a) Not later than 12:00 noon (New York City time) on the date of each\nproposed Committed Borrowing, each Lender shall make available to the Agent to\nsuch account as the Agent shall specify from time to time in immediately\navailable funds for the account of the Company, the amount of such Lender's\nCommitment Percentage of such Borrowing.\n\n         (b) Unless the Agent shall have received notice from a Lender at least\none Business Day prior to the date of any proposed Committed Borrowing that such\nLender will not make available to the Agent for the account of the Company, the\namount of such Lender's Commitment Percentage of such Borrowing, the Agent may\nassume that such Lender has made such amount available to the Agent on the date\nof such Borrowing, and the Agent may, in reliance upon such assumption, make\navailable to the Company on such date a corresponding amount. If and to the\nextent any Lender shall not have made such full amount available to the Agent,\nand the Agent in such circumstances makes available to the Company such amount,\nsuch Lender shall, within two Business Days following the date of such\nBorrowing, make such amount available to the Agent, together with interest\nthereon for each day from and including the date of such Borrowing, at a rate\nper annum equal to the Federal Funds Rate. If such amount is so made available,\nsuch payment to the Agent shall constitute such Lender's Committed Loan on the\ndate of such Borrowing for all purposes of this Agreement. If such amount is not\nmade available to the Agent within two Business Days following the date of such\nBorrowing, the Agent shall notify the Company of such failure to fund, and, on\nthe third Business Day following the date of such Borrowing, the Company shall\npay to the Agent such amount, together with interest thereon for each day\nelapsed since the date of such Borrowing, at a rate per annum equal to the\ninterest rate applicable at the time to the Loans comprising such Borrowing.\nNothing contained in this Section 4.04(b) shall relieve any Lender which has\nfailed to make available its Commitment Percentage of any Committed Borrowing\nhereunder from its obligation to do so in accordance with the terms hereof.\n\n         (c) The failure of any Lender to make any Committed Loan on the date of\nany Committed Borrowing shall not relieve any other Lender of its obligation, if\nany, hereunder to make a Committed Loan on the date of such Borrowing pursuant\nto the provisions contained herein, but no Lender shall be responsible for the\nfailure of any other Lender to make the Loan to be made by such other Lender on\nthe date of any Committed Borrowing.\n\n         (d) If the Company accepts one or more of the offers made by any Lender\nor Lenders pursuant to Section 2.04(c)(ii), each such Lender which is to make a\nBid Loan as part of any Bid\n\n\n                                      -30\n\n\nBorrowing shall before 12:00 noon (New York City time) on the date of such\nproposed Bid Borrowing (or before 2:00 p.m. (New York City time) on the date of\nsuch Bid Borrowing in the case of a Fixed Rate Bid Loan) make available to the\nCompany at such Lender's Lending Office such Lender's portion of such Bid\nBorrowing in immediately available funds. The Company will promptly notify the\nAgent of the total amount of Bid Loans made in connection with such Bid\nBorrowing, each date on which all or any part of such Bid Loans shall mature and\nthe principal amount which shall mature on each such date, and the Agent will,\nin turn, promptly notify each Lender of the amount of such Bid Borrowing and the\nrelevant maturity date or dates of the Bid Loans comprised in such Bid\nBorrowing.\n\n         4.05 Taxes.\n\n         (a) Subject to Section 4.05(g), any and all payments by the Company to\nthe Agent for its account and for the account of any Lender under this Agreement\n(other than on account of a Bid Loan, except to the extent otherwise specified\nas being applicable to any such Bid Loan) shall be made free and clear of, and\nwithout deduction or withholding for, any and all present or future taxes,\nlevies, imposts, deductions, charges or withholdings, and all liabilities with\nrespect thereto incurred in connection with any Borrowing pursuant to this\nAgreement, excluding (i) such taxes (including income taxes or franchise taxes\nor branch profit taxes) as are imposed on or measured by such Lender's or the\nAgent's, as the case may be, net income and (ii) such taxes as are imposed by a\njurisdiction other than the United States of America or any political\nsubdivision thereof and that would not have been imposed but for the existence\nof a connection between such Lender or the Agent and the jurisdiction imposing\nsuch taxes (other than a connection arising principally by reason of this\nAgreement) (all such non-excluded taxes, levies, imposts, deductions, charges,\nwithholdings and liabilities being hereinafter referred to as \"Taxes\").\n\n         (b) In addition, the Company agrees to pay any present or future stamp\nor documentary taxes or any other sales, excise or property taxes, charges or\nsimilar levies which arise from any payment made hereunder or from the\nexecution, delivery or registration of, or otherwise with respect to, this\nAgreement (other than on account of a Bid Loan, except to the extent otherwise\nspecified as being applicable to any such Bid Loan) or any other Loan Document\n(hereinafter referred to as \"Other Taxes\").\n\n         (c) Subject to Section 4.05(g), the Company agrees to indemnify and\nhold harmless each Lender and the Agent for the full amount of Taxes or Other\nTaxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts\npayable under this Section 4.05) paid by such Lender or the Agent, as the case\nmay be, and any liability (including penalties, interest, additions to tax and\nexpenses) arising therefrom or with respect thereto, whether or not such Taxes\nor Other Taxes were correctly or legally asserted; provided, however, that each\nLender and the Agent agree to contest in good faith in cooperation with the\nCompany any Taxes or Other Taxes that such Lender or the Agent, as the case may\nbe, in consultation with the Company has determined have been incorrectly\nasserted. This indemnification shall be made within 30 days from the date such\nLender or the Agent, as the case may be, makes written demand therefor.\n\n         (d) If the Company shall be required by law to deduct or withhold any\nTaxes or Other Taxes from or in respect of any sum payable hereunder to any\nLender or the Agent, then, subject to Section 4.05(g),\n\n              (i) the sum payable shall be increased as may be necessary so that\n         after making all required deductions (including deductions applicable\n         to additional sums payable under this Section 4.05), such Lender or the\n         Agent, as the case may be, receives an amount equal to the sum it would\n         have received had no such deductions been made;\n\n\n                                      -31\n\n\n\n              (ii) the Company shall make such deductions; and\n\n              (iii) the Company shall pay the full amount deducted to the\n         relevant taxation authority or other authority in accordance with\n         applicable law.\n\n         (e) Within 30 days after the date of any payment by the Company of\nTaxes or Other Taxes under this Section 4.05, the Company will furnish to the\nAgent, for the account of each Lender receiving a payment from which Taxes or\nOther Taxes were deducted, the original or a certified copy of a receipt\nevidencing payment thereof, or other evidence of payment reasonably satisfactory\nto the Agent.\n\n         (f) Each Lender that is other than a United States Person as defined in\nthe Code hereby agrees that:\n\n              (i) it shall, no later than the Closing Date (or, in the case of a\n         Lender which becomes a party hereto pursuant to Section 12.08 after the\n         Closing Date, the date upon which such Lender becomes a party hereto)\n         deliver to the Agent (two (2) originals) and to the Company (one (1)\n         original):\n\n                           (A) if its Lending Office is located in the United\n                  States of America, accurate and complete signed originals of\n                  Internal Revenue Service Form 4224 or any successor thereto\n                  (\"Form 4224\") and Internal Revenue Service Form W-9 or any\n                  successor thereto (\"Form W-9\"), and\/or\n\n                           (B) if its Lending Office is located outside the\n                  United States of America, accurate and complete signed\n                  originals of Internal Revenue Service Form 1001 or any\n                  successor thereto (\"Form 1001\") and Internal Revenue Service\n                  Form W-8 or any successor thereto (\"Form W-8\");\n\n         in each case indicating that such Lender is on the date of delivery\n         thereof entitled to receive payments of principal, interest and fees\n         for the account of such Lending Office or Offices under this Agreement\n         free from withholding of United States Federal income tax;\n\n\n              (ii) if at any time such Lender changes its Lending Office or\n         Offices or selects an additional Lending Office, it shall, at the same\n         time or reasonably promptly thereafter but only to the extent the forms\n         previously delivered by it hereunder are no longer effective, deliver\n         to the Agent (two originals) and to the Company (one original) in\n         replacement for the forms previously delivered by it hereunder:\n\n                   (A) if such changed or additional Lending Office is located\n              in the United States of America, accurate and complete signed\n              originals of Form 4224 and Form W-9; or\n\n                   (B) otherwise, accurate and complete signed originals of Form\n              1001 and Form W-8,\n\n         in each case indicating that such Lender is on the date of delivery\n         thereof entitled to receive payments of principal, interest and fees\n         for the account of such changed or additional Lending Office under this\n         Agreement free from withholding of United States Federal income tax;\n\n\n\n                                      -32\n\n\n              (iii) it shall, before or promptly after the occurrence of any\n         event (including the passing of time and, as provided above, any event\n         mentioned in clause (ii)) requiring a change in the most recent Form\n         4224, Form W-9, Form 1001 or Form W-8 previously delivered by such\n         Lender and if no change in law shall have occurred since the date of\n         delivery of such most recent form that would make the delivery of\n         replacement forms hereunder unlawful, deliver to the Agent (two\n         originals) and to the Company (one original) accurate and complete\n         signed originals of Form 4224 and Form W-9 or Form 1001 and Form W-8\n         (or any successor forms) in replacement for the forms previously\n         delivered by such Lender; and\n\n              (iv) it shall, promptly upon the request of the Company to that\n         effect, deliver to the Agent and the Company such other accurate and\n         complete forms or similar documentation as may be required from time to\n         time by any applicable law, treaty, rule or regulation in order to\n         establish such Lender's tax status for withholding purposes or may\n         otherwise be appropriate to eliminate or minimize any Taxes on payments\n         under this Agreement.\n\n         (g) The Company shall not be required to pay any amounts pursuant to\nSection 4.05(a), 4.05(b), 4.05(d), or 4.05(i) to any Lender for the account of\nany Lending Office of such Lender in respect of any sum payable hereunder:\n\n              (i) if the obligation to pay such additional amounts would not\n         have arisen but for a failure by such Lender to comply with its\n         obligations under Section 4.05(f) in respect of such Lending Office;\n\n              (ii) if such Lender shall have delivered to the Agent a Form 4224\n         and a Form W-9 in respect of such Lending Office pursuant to Section\n         4.05(f)(i)(A), 4.05(f)(ii)(A) or 4.05(f)(iii) and such Lender shall not\n         be entitled to exemption from deduction or withholding of United States\n         Federal income tax in respect of the payment of such sum by the Company\n         hereunder for the account of such Lending Office for any reason other\n         than a change in United States law or regulations or in the official\n         interpretation of such law or regulations by any Governmental Authority\n         charged with the interpretation or administration thereof (whether or\n         not having the force of law) after the date of delivery of such Form\n         4224 and Form W-9; provided, however, that if, notwithstanding such\n         change in law, a Lender would be legally able to provide such other\n         forms or information as would reduce or eliminate United States\n         withholding taxes applicable to payments made hereunder, such Lender\n         shall, if requested by the Company, timely provide such forms or other\n         information to the Company, and the Company shall not be required to\n         pay any amounts pursuant to Section 4.05(a), 4.05(c) or 4.05(d) to the\n         extent such amount would not have been owed but for a failure of such\n         Lender to comply with its obligations under this proviso; or\n\n              (iii) if such Lender shall have delivered to the Company a Form\n         1001 and a Form W-8 in respect of such Lending Office pursuant to\n         Section 4.05(f)(i)(B), 4.05(f)(ii)(B) or 4.05(f)(iii) and such Lender\n         shall not be entitled to exemption from deduction or withholding of\n         United States Federal income tax in respect of the payment of such sum\n         by the Company hereunder for the account of such Lending Office for any\n         reason other than a change in United States law or regulations or any\n         applicable tax treaty or regulations or in the official interpretation\n         of any such law, treaty or regulations by any Governmental Authority\n         charged with the interpretation or administration thereof (whether or\n         not having the force of law) after the date of delivery of such Form\n         1001 and Form W-8; provided, however, that if, notwithstanding such\n         change in law, a Lender would be legally able to provide such other\n         forms or information as would reduce or eliminate United States\n         withholding taxes applicable to payments made\n\n\n                                      -33\n\n\n         hereunder, such Lender shall, if requested by the Company, timely\n         provide such forms or other information to the Company, and the Company\n         shall not be required to pay any amounts pursuant to Section 4.05(a),\n         4.05(c) or 4.05(d) to the extent such amount would not have been owed\n         but for a failure of such Lender to comply with its obligations under\n         this proviso.\n\n         (h) Each Lender shall use reasonable efforts to avoid or minimize any\namounts which might otherwise be payable pursuant to this Section 4.05;\nprovided, however, that such efforts shall not include the taking of any actions\nby a Lender that would result in any tax, cost or other expense to such Lender\n(other than a tax, cost or expense for which such Lender shall have been\nreimbursed or indemnified by the Company pursuant to this Agreement or\notherwise) or any action which would in the reasonable opinion of such Lender\nhave an adverse effect upon its financial condition, operations, business or\nproperties.\n\n         (i) Each Lender agrees to indemnify the Agent and hold the Agent\nharmless for the full amount of any and all present or future Taxes, Other Taxes\nand related liabilities (including penalties, interest, additions to tax and\nexpenses, and any Taxes or Other Taxes imposed by any jurisdiction on amounts\npayable to Agent under this Section 4.05(i)) which are imposed on or with\nrespect to principal, interest or fees payable to such Lender hereunder and\nwhich are not paid by the Company pursuant to this Section 4.05, whether or not\nsuch Taxes, Other Taxes or related liabilities were correctly or legally\nasserted. This indemnification shall be made within 30 days from the date the\nAgent makes written demand therefor.\n\n\n                                      -34\n\n\n\n         4.06 Sharing of Payments, Etc. If, other than as provided in Section\n3.05, 4.02, 4.03, 4.04, 4.05 or 4.06, any Lender shall obtain any payment\n(whether voluntary, involuntary, through the exercise of any right of set-off or\notherwise) on account of any Committed Loan made by it or, after the occurrence\nand during the continuation of an Event of Default pursuant to Section 10.01(a),\nin respect of any Obligation owing to it (including with respect to any Bid\nLoan), in excess of its Commitment Percentage of payments on account of the\nCommitted Loans or, after the occurrence and during the continuation of an Event\nof Default pursuant to Section 10.01(a), in excess of its pro rata share of all\nObligations, such Lender shall forthwith purchase from the other Lenders such\nparticipations in the Committed Loans made by them or, after the occurrence and\nduring the continuation of an Event of Default pursuant to Section 10.01(a), in\nall Obligations owing to them, as shall be necessary to cause such purchasing\nLender to share the excess payment ratably with each of the other Lenders\naccording to their Commitment Percentages or, after the occurrence and during\nthe continuation of an Event of Default pursuant to Section 10.01(a), their pro\nrata shares of all Obligations then owing to them; provided, however, that if\nall or any portion of such excess payment is thereafter recovered from such\npurchasing Lender, such purchase by such Lender from each other Lender shall be\nrescinded and each other Lender shall repay to the purchasing Lender the\npurchase price to the extent of such recovery together with an amount equal to\nsuch paying Lender's pro rata share (according to the proportion of (a) the\namount of such paying Lender's required repayment to the purchasing Lender to\n(b) the total amount so recovered from the purchasing Lender) of any interest or\nother amount paid or payable by the purchasing Lender in respect of the total\namount so recovered. The Company agrees that any Lender so purchasing a\nparticipation from another Lender pursuant to the provisions of this Section\n4.06 may, to the fullest extent permitted by law, exercise all its rights of\npayment (including the right of set-off) with respect to such participation as\nfully as if such Lender were the direct creditor of the Company in the amount of\nsuch participation. If under any applicable bankruptcy, insolvency or other\nsimilar law, any Lender receives a secured claim in lieu of a setoff to which\nthis Section 4.06 applies, such Lender shall, to the extent practicable,\nexercise its rights in respect of such secured claim in a manner consistent with\nthe rights of the Lenders entitled under this Section 4.06 to share in the\nbenefits of any recovery on such secured claim.\n\n                                   ARTICLE 5\n                         CHANGES IN CIRCUMSTANCES; ETC.\n\n         5.01 Eurodollar Rate Protection. If with respect to any Interest Period\nfor Eurodollar Loans, either (a) the Agent or the Required Lenders determine\nthat for any reason adequate and reasonable means do not exist for ascertaining\nLIBOR for such Interest Period; or (b) by the first day of such Interest Period,\nthe Required Lenders notify the Agent that LIBOR for such Interest Period will\nnot adequately reflect the cost to the Required Lenders of making such\nEurodollar Loans or funding or maintaining their respective Eurodollar Loans for\nsuch Interest Period, the Agent shall forthwith so notify the Company and the\nLenders, whereupon the obligations of the Lenders to make or continue Loans as\nEurodollar Loans or to convert Reference Rate Loans into Eurodollar Loans shall\nbe suspended until the Agent shall notify the Company and the Lenders that the\ncircumstances causing such suspension no longer exist and any then outstanding\nEurodollar Loans shall at the end of the then current Interest Period for such\nLoans be converted into Reference Rate Loans.\n\n         5.02 Additional Interest on Eurodollar Loans. The Company shall pay to\neach Lender, on demand of such Lender, as long as such Lender shall be required\nunder regulations of the Federal Reserve Board to maintain reserves with respect\nto liabilities or assets consisting of or including Eurocurrency Liabilities,\nadditional interest on the unpaid principal amount of each Eurodollar Loan of\nsuch Lender\n\n\n\n                                      -35\n\n\nfrom the date such Eurodollar Loan is made until such principal amount is paid\nin full, at a rate per annum equal at all times to the remainder obtained by\nsubtracting (a) LIBOR for the Interest Period for such Eurodollar Loan from (b)\nthe rate obtained by dividing such LIBOR by a percentage equal to 100% minus the\nEurodollar Reserve Percentage of such Lender for such Interest Period, payable\non each Interest Payment Date for such Eurodollar Loan.\n\n         5.03 Increased Costs. If, due to either (a) the introduction of or any\nchange (other than any change by way of imposition of or increase in reserve\nrequirements covered by Section 5.02) in or in the interpretation of any law or\nregulation after the date hereof (except to the extent such introduction, change\nor interpretation affects Taxes or Other Taxes) or (b) the compliance with any\nguideline or request issued after the date hereof (except to the extent such\nguideline or request affects Taxes or Other Taxes) from any central bank or\nother Governmental Authority (whether or not having the force of law), there\nshall be any increase in the cost to any Lender of agreeing to make or making,\nfunding or maintaining any Eurodollar Loans or participating in Letters of\nCredit or, in the case of the Issuing Bank, any increase in the cost to the\nIssuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit\nor of agreeing to make or making, funding or maintaining any unpaid drawing\nunder any Letter of Credit, then the Company shall, subject to Section 5.08(b),\nbe liable for, and shall from time to time, upon demand therefor by such Lender\nto the Company through the Agent, pay to the Agent for the account of such\nLender, additional amounts as are sufficient to compensate such Lender for such\nincreased costs. For purposes of this Section 5.03, the term \"Taxes\" shall have\nthe meaning specified in Section 4.05(a) without regard to the exclusions set\nforth in Section 4.05(a).\n\n         5.04 Illegality. Notwithstanding any other provision of this Agreement,\nif the introduction of any Requirement of Law, or in the interpretation or\nadministration of any Requirement of Law shall, after the date hereof, make it\nunlawful, or any central bank or other Governmental Authority shall assert that\nit is unlawful, for any Lender or its applicable Lending Office to make or\ncontinue Committed Loans as Eurodollar Loans or to convert Reference Rate Loans\ninto Eurodollar Loans, then, on notice thereof and demand therefor by such\nLender to the Company through the Agent, (a) the obligation of such Lender to\nmake or to continue Committed Loans as Eurodollar Loans or to convert Reference\nRate Loans into Eurodollar Loans shall terminate and (b) the Company shall\nforthwith prepay in full all Eurodollar Loans of such Lender then outstanding,\ntogether with interest accrued thereon, either on the last day of the then\ncurrent Interest Period applicable to each such Eurodollar Loan if such Lender\nmay lawfully continue to maintain such Eurodollar Loan to such day, or\nimmediately if such Lender may not lawfully continue to maintain such Eurodollar\nLoan to such day, unless the Company, on or prior to the date on which it would\notherwise be required to prepay such Eurodollar Loan, converts all Eurodollar\nLoans of all Lenders then outstanding into Reference Rate Loans.\n\n         5.05 Capital Adequacy. In the event that any Lender shall determine\nthat the compliance with any law, rule or regulation regarding capital adequacy,\nor any change therein or in the interpretation or application thereof or\ncompliance by such Lender (or its Lending Office) or any corporation controlling\nsuch Lender with any request or directive regarding capital adequacy (whether or\nnot having the force of law) from any central bank or other Governmental\nAuthority, affects or would affect the amount of capital required or expected to\nbe maintained by such Lender or any corporation controlling such Lender and such\nLender (taking into consideration such Lender's or such corporation's policies\nwith respect to capital adequacy and such Lender's or such corporation's desired\nreturn on capital) determines that the amount of such capital is increased as a\nconsequence of such Lender's obligation under this Agreement, then the Company\nshall, subject to Section 5.08(b), be liable for and shall from time to time,\nupon demand therefor by such Lender through the Agent, pay to the Agent for the\naccount of such Lender such additional amounts as are sufficient to compensate\nsuch Lender for such increase.\n\n\n                                      -36\n\n\n\n         5.06 Funding Losses.\n\n         (a) If the Company makes any payment or prepayment of principal with\nrespect to any Eurodollar Loan (including payments made after any acceleration\nthereof) or converts any Loan from a Eurodollar Loan to a Reference Rate Loan on\nany day other than the last day of an Interest Period applicable thereto, the\nCompany shall pay to each Lender, upon demand therefor by such Lender, the\namount (if any) by which (i) the present value of the additional interest which\nwould have been payable on the amount so received had it not been received until\nthe last day of such Interest Period exceeds (ii) the present value of the\ninterest which would have been recoverable by such Lender by placing such amount\nso received on deposit in the London interbank market for a period starting on\nthe date on which it was so received and ending on the last day of such Interest\nPeriod. For purposes of determining present value under this Section 5.06(a),\ninterest amounts shall be discounted at a rate equal to the sum of (A) LIBOR\ndetermined two Business Days before the date on which such principal amount is\nreceived for an amount substantially equal to the amount received and for a\nperiod commencing on the date of such receipt and ending on the last day of the\nrelevant Interest Period, plus (B) the percentage above LIBOR payable in respect\nof such Eurodollar Loan pursuant to Section 2.09(a)(ii).\n\n         (b) If the Company fails to prepay, borrow, convert or continue any\nEurodollar Loan after a notice of prepayment, borrowing, conversion or\ncontinuation has been given (or is deemed to have been given) to any Lender, the\nCompany shall reimburse each Lender, upon demand therefor by such Lender, for\nany resulting loss and expense incurred by it, including any loss incurred by\nreason of the liquidation or reemployment of deposits or other funds acquired by\nsuch Lender from third parties to fund any Eurodollar Loan.\n\n         (c) If for any reason any Lender receives all or part of the principal\namount of a Bid Loan owed to it prior to the scheduled maturity date thereof,\nthe Company shall, on demand by such Lender, pay such Lender the amount (if any)\nby which (i) the present value of the additional interest which would have been\npayable on the amount so received had it not been received until such maturity\ndate exceeds (ii) the present value of the interest which would have been\nrecoverable by such Lender by placing such amount so received on deposit in the\nLondon interbank market for a period starting on the date on which it was so\nreceived and ending on such maturity date. For purposes of determining present\nvalue under this Section 5.06(c), interest amounts shall be discounted at a rate\nequal to the sum of (A) LIBOR determined two Business Days before the date on\nwhich such principal amount is received for an amount substantially equal to the\namount received and for a period commencing on the date of such receipt and\nending on such maturity date, plus (B) the percentage above LIBOR payable in\nrespect of Eurodollar Loans constituting Tranche A Loans pursuant to Section\n2.09(a)(ii).\n\n         5.07 Funding; Certificates of Lenders.\n\n         (a) Each Lender may fulfill its obligation to make, continue or convert\nLoans into Eurodollar Loans by causing one of its foreign branches or Affiliates\n(or an international banking facility created by such Lender) to make or\nmaintain such Eurodollar Loans; provided, however, that such Eurodollar Loans\nshall in such event be deemed to have been made and to be held by such Lender\nand the obligation of the Company to repay such Eurodollar Loans shall be to\nsuch Lender for the account of such foreign branch, Affiliate or international\nbanking facility. In addition, the Company hereby consents and agrees that, for\npurposes of any determination to be made pursuant to Section 5.01, 5.02, 5.03,\n5.04 or 5.06, it shall be conclusively assumed that each Lender elected to fund\nall Eurodollar Loans by purchasing dollar deposits in the interbank eurodollar\nmarket for its Eurodollar Lending Office.\n\n\n\n                                      -37\n\n\n         (b) Any Lender claiming reimbursement or compensation pursuant to\nSections 4.05, 5.02, 5.03, 5.05 and\/or 5.06 shall deliver to the Company through\nthe Agent a certificate setting forth in reasonable detail the basis for\ncomputing the amount payable to such Lender hereunder and such certificate shall\nbe conclusive and binding on the Company in the absence of manifest error. The\nCompany shall pay to any Lender claiming compensation or reimbursement from the\nCompany pursuant to Sections 5.02, 5.03, 5.05 or 5.06 the amount requested by\nsuch Lender no later than five Business Days after such demand.\n\n         5.08 Change of Lending Office; Limitation on Increased Costs.\n\n         (a) Each Lender agrees that upon the occurrence of any event giving\nrise to the operation of Section 4.05(c) or (d) or Sections 5.02, 5.03, 5.04 or\n5.05 with respect to such Lender, it will use commercially reasonable efforts\n(consistent with its internal policy and legal and regulatory restrictions) to\nminimize the imposition of any costs and expenses pursuant to such Sections and\nto designate a different Lending Office for any Loans affected by such event\nwith the object of avoiding the consequence of the event giving rise to the\noperation of such Section. Nothing in this Section 5.08 shall affect or postpone\nany of the obligations of the Company or the right of any Lender provided in\nSection 4.05(c) or (d) or Sections 5.02, 5.03, 5.04 or 5.05.\n\n         (b) Notwithstanding the provisions of Sections 4.05(c), 4.05(d), 5.02,\n5.03 and 5.05, the Company shall only be obligated to compensate any Lender for\nany amount arising or occurring during (i) any time or period commencing (A) in\nthe case of Section 4.05(c) or (d), not more than six months and (B) in the case\nof Sections 5.02, 5.03 or 5.05, not more than three months, prior to the date on\nwhich such Lender notifies the Agent and the Company that such Lender proposes\nto demand such compensation and (ii) any time or period during which, because of\nthe unannounced retroactive application of any statute, regulation or other\nbasis, such Lender could not have known that such amount might arise or accrue.\n\n\n                                      -38\n\n\n         5.09 Replacement of Lenders. The Company may from time to time for\nreasonable cause, as determined by the management of the Company, including\ninvocation of any provision of this Article 5 by any Lender, designate one or\nmore banks (any such bank so designated being herein called a \"Replacement\nLender\") willing, in its or their sole discretion, to purchase all of the\nCommitted Loans of any one or more Lenders and each such Lender's rights\nhereunder (other than any such rights with respect to Bid Loans), without\nrecourse to or warranty by, or expense to, such Lender for a purchase price\nequal to the outstanding principal amount of the Committed Loans payable to such\nLender plus any accrued but unpaid interest on such Committed Loans and accrued\nbut unpaid Utilization Fees and facility fees in respect of such Lender's\nCommitment, if any, and any other amounts payable to such Lender under this\nAgreement or any other Loan Document (other than with respect to Bid Loans),\nincluding any amount payable pursuant to Section 5.06 as though such Lender's\nEurodollar Loans were being prepaid on the date of such purchase, and to assume\nall the obligations of such Lender hereunder (other than with respect to Bid\nLoans), and, upon such purchase, such Lender shall no longer be a party hereto\nor have any rights hereunder (except those that pertain to its Bid Loans and\nthose that survive full payment hereunder) and shall be relieved from all\nobligations to the Company hereunder, and the Replacement Lender shall succeed\nto the rights and obligations of such Lender hereunder (other than with respect\nto Bid Loans).\n\n                                   ARTICLE 6\n                         REPRESENTATIONS AND WARRANTIES\n\n         In order to induce the Lenders and the Agent to enter into this\nAgreement and to induce the Lenders to extend their Commitments and to make\nLoans, the Company represents and warrants to the Lenders and the Agent as\nfollows:\n\n         6.01 Corporate Existence; Compliance with Law. The Company and each\nRestricted Subsidiary:\n\n         (a) is a corporation duly incorporated, validly existing and in good\nstanding under the laws of the jurisdiction of its incorporation;\n\n         (b) is duly qualified as a foreign corporation and in good standing\nunder the laws of each jurisdiction in which the character of the properties\nowned or held under lease by it or the nature of the business transacted by it\nrequires such qualification except where the failure to be so qualified is not\nlikely to have a Material Adverse Effect;\n\n         (c) has all requisite corporate power and authority to own, pledge,\nmortgage, hold under lease and operate its properties and to conduct its\nbusiness as now or currently proposed to be conducted; and\n\n         (d) is in compliance with all Requirements of Law applicable to it and\nits business except for such non-compliance which is not likely to have a\nMaterial Adverse Effect.\n\n         6.02 Corporate Power; Authorization. The execution, delivery and\nperformance by each Loan Party of the Loan Documents to which such Loan Party is\na party:\n\n         (a) are within the respective corporate powers of such Loan Party;\n\n         (b) have been, or prior to such execution will have been, duly\nauthorized by all necessary corporate action, including the consent of\nshareholders where required;\n\n\n                                      -39\n\n\n         (c) do not:\n\n              (i) contravene the articles or certificate of incorporation or\n         by-laws of such Loan Party;\n\n              (ii) violate any other Requirement of Law;\n\n              (iii) conflict with or result in the breach of, or constitute a\n         default under, any Contractual Obligation of such Loan Party, except\n         for such conflicts, breaches or defaults which are not likely to have a\n         Material Adverse Effect and which do not subject any Lender or the\n         Agent to any criminal liability or any material civil liability; or\n\n              (iv) result in the creation or imposition of any Lien upon any of\n         the property of any Loan Party; and\n\n         (d) do not require the consent of, authorization by, approval of or\nnotice to, or filing or registration with, any Governmental Authority or any\nother Person other than (i) as of the Closing Date, those which have been\nobtained, made or given and which are fully disclosed on Schedule 6.02(d) and\n(ii) those which are not required to be obtained, made or given as of the\nClosing Date but which will be obtained, made or given as and when required.\n\n         6.03 Enforceable Obligations. This Agreement and each other Loan\nDocument to which any Loan Party is a party have been duly executed and\ndelivered by such Loan Party. This Agreement is, and each other Loan Document\nwhen delivered hereunder will be, legal, valid and binding obligations of each\nLoan Party, a party thereto, enforceable against each such Loan Party in\naccordance with their respective terms except as such enforcement may be limited\nby applicable bankruptcy, insolvency, reorganization or other similar laws\nrelating to or limiting creditors' rights generally.\n\n         6.04 Taxes. As of the Closing Date, the Company and each Restricted\nSubsidiary have filed all federal, state, local and foreign tax returns which\nare required to have been filed in any jurisdiction and have paid all taxes\nshown to be due thereon or otherwise assessed, to the extent the same have\nbecome due and payable and before they have become delinquent, except for any\ntaxes and assessments the amount, applicability or validity of which is\ncurrently being contested in good faith by appropriate proceedings and with\nrespect to which the Company has set aside on its books reserves (adequate in\naccordance with, and segregated to the extent required by, GAAP) and the\nnon-filing or non-payment of which is not likely to have a Material Adverse\nEffect.\n\n         6.05 Financial Matters.\n\n         (a) The consolidated balance sheet of the Company and its Subsidiaries\nas of the last day of the fiscal year ended on December 31, 1998, and the\nrelated consolidated statements of income and cash flows of the Company and its\nSubsidiaries for such fiscal year, all with reports thereon by Arthur Andersen &amp; Co., independent public accountants, copies of which have been delivered to the\nAgent and each Lender prior to the execution of this Agreement, fairly present\nthe consolidated financial position of the Company and its Subsidiaries as of\nthe date of said balance sheet and the consolidated results of their operations\nfor the period covered by said statements of income and cash flows, and have\nbeen prepared in accordance with GAAP consistently applied in all material\nrespects by the Company and its Subsidiaries throughout the period involved,\nexcept as set forth in the notes thereto. There are no material liabilities,\n\n\n                                      -40\n\n\ncontingent or otherwise, of the Company or any Subsidiary not reflected in the\nconsolidated balance sheet as of December 31, 1998 or in the notes thereto which\nare required to be disclosed therein.\n\n         (b) Since December 31, 1998, there has been no Material Adverse Effect\nand no development which is likely to have a Material Adverse Effect, except as\nreflected in the Company's periodic reports filed with the Securities and\nExchange Commission prior to the Closing Date.\n\n         (c) There is no material obligation, contingent liability or liability\nfor taxes, long-term leases or unusual forward or long-term commitments which is\nnot reflected in the December 31, 1998 consolidated financial statements of the\nCompany and its Subsidiaries or in the notes thereto which are required by GAAP\nto be disclosed therein and no liability reflected in such notes is likely to\nhave a Material Adverse Effect.\n\n         6.06 Litigation. As of the Closing Date, there are no pending or, to\nthe knowledge of the Company, threatened, actions or proceedings affecting the\nCompany or any Restricted Subsidiary before any court or other Governmental\nAuthority or any arbitrator that are likely to have a Material Adverse Effect.\n\n         6.07 Subsidiaries.\n\n         (a) Set forth on Schedule 6.07 is a complete and correct list of all\nRestricted Subsidiaries and Unrestricted Subsidiaries of the Company as of the\nClosing Date, showing, as to each such Subsidiary, the correct name thereof, the\njurisdiction of its incorporation and the percentage of shares of each class of\nits securities outstanding owned by the Company and each other Subsidiary of the\nCompany.\n\n         (b) (i) All of the outstanding shares of securities of each of the\nSubsidiaries of the Company listed on Schedule 6.07 have been validly issued,\nare fully paid and nonassessable and are owned by the Company or another\nSubsidiary of the Company, free and clear of any Lien, except as otherwise\npermitted hereunder, and (ii) no Subsidiary of the Company owns any shares of\nsecurities of the Company.\n\n         6.08 Liens. As of the Closing Date, there are no Liens of any nature\nwhatsoever on any properties owned by the Company or any Restricted Subsidiary\nother than Permitted Liens.\n\n         6.09 No Burdensome Restrictions; No Defaults.\n\n         (a) As of the Closing Date, neither the Company nor any Restricted\nSubsidiary is a party to any Contractual Obligation the performance of which is\nlikely to have a Material Adverse Effect.\n\n         (b) As of the Closing Date, no provision or provisions of any\napplicable Requirement of Law has or is likely to have a Material Adverse\nEffect.\n\n         (c) Neither the Company nor any Restricted Subsidiary is in default\nunder or with respect to any Contractual Obligation which default is likely to\nhave a Material Adverse Effect.\n\n         (d) No Default or Event of Default has occurred and is continuing.\n\n         6.10 Investment Company Act; Public Utility Holding Company Act. No\nLoan Party is an \"investment company\" or an \"affiliated person\" of, or\n\"promoter\" or \"principal underwriter\" for, an \"investment company\", as such\nterms are defined in the Investment Company Act of 1940, as amended,\n\n\n                                      -41\n\n\n\nor a \"holding company\", or a \"subsidiary company\" of a \"holding company\", or an\n\"affiliate\" of a \"holding company\" or of a \"subsidiary company\" of a \"holding\ncompany,\" within the meaning of the Public Utility Holding Company Act of 1935,\nas amended. The making of the Loans by the Lenders, the application of the\nproceeds and repayment thereof by the Company and the consummation of the\ntransactions contemplated by the Loan Documents will not violate any provision\napplicable to any Loan Party of (a) the Investment Company Act of 1940, as\namended, or (b) any rule, regulation or order issued by the Securities and\nExchange Commission thereunder.\n\n         6.11 Margin Regulations. No part of the proceeds of any Loan will be\nused in violation of Regulation T, U, or X of the Federal Reserve Board. After\ngiving effect to the application of the proceeds of the Loans (including the\nLoans to be made on the Closing Date) less than twenty-five percent (25%) of the\nassets of the Company, individually and on a consolidated basis with its\nSubsidiaries, consists of margin stock. The Company is not engaged principally,\nor as one of its important activities, in the business of extending credit for\nthe purpose of purchasing or carrying margin stock. Terms for which meanings are\nprovided in Regulation U of the Federal Reserve Board or any regulations\nsubstituted therefor, as from time to time in effect, are used in this Section\n6.11 with such meanings.\n\n         6.12 Environmental Matters. Except as set forth on Schedule 6.12:\n\n         (a) all facilities and property (including underlying groundwater)\npresently owned or leased by the Company or any of its Subsidiaries have been,\nand continue to be, owned or leased by the Company and its Subsidiaries in\nmaterial compliance with all Environmental Laws, except for such non-compliance\nas is not likely to have a Material Adverse Effect;\n\n         (b) there are no pending or threatened\n\n              (i) claims, complaints, notices or requests for information\n         received by the Company or any of its Subsidiaries with respect to any\n         alleged violation of any Environmental Law which are likely to have a\n         Material Adverse Effect, or\n\n              (ii) claims, complaints, notices or inquiries to the Company or\n         any of its Subsidiaries regarding potential liability under any\n         Environmental Law which are likely to have a Material Adverse Effect;\n\n         (c) except for Releases of Hazardous Materials which occurred after the\ndate that the Company or any of its Subsidiaries sold, transferred, assigned or\notherwise disposed of its interests in any previously owned or leased property,\nthere have been no Releases of Hazardous Materials at, on or under any property\nnow or previously owned or leased by the Company or any of its Subsidiaries that\nare likely to have a Material Adverse Effect;\n\n         (d) the Company and its Subsidiaries have been issued and are in\nmaterial compliance with all permits, certificates, approvals, licenses and\nother authorizations relating to environmental matters and necessary or\ndesirable for their businesses except for such non-compliance as is not likely\nto have a Material Adverse Effect;\n\n         (e) (i) no property presently owned or leased by the Company or any of\nits Subsidiaries, and (ii) to the best of the knowledge of the Company, no\nproperty previously owned or leased by the Company or any of its Subsidiaries,\nis listed or proposed for listing on the National Priorities List pursuant to\nCERCLA or on any similar published state list of sites requiring investigation\nor clean-up;\n\n\n\n                                      -42\n\n\n         (f) to the knowledge of the Company, there are no underground storage\ntanks, active or abandoned, including petroleum storage tanks, on or under any\nproperty now or previously owned or leased by the Company or any of its\nSubsidiaries that are likely to have a Material Adverse Effect;\n\n         (g) neither the Company nor any of its Subsidiaries has directly\ntransported or directly arranged for the transportation of any Hazardous\nMaterial to any location which is listed or proposed for listing on the National\nPriorities List pursuant to CERCLA, on the CERCLIS or on any similar published\nstate list or which is the subject of federal, state or local enforcement\nactions or other investigations which may lead to claims against the Company or\nsuch Subsidiary for any remedial work, damage to natural resources or personal\ninjury, including claims under CERCLA, except for such claims which are not\nlikely to have a Material Adverse Effect;\n\n         (h) there are no polychlorinated biphenyls or friable asbestos present\nat any property now or previously owned or leased by the Company or any of its\nSubsidiaries that are likely to have a Material Adverse Effect; and\n\n         (i) to the knowledge of the Company, no conditions exist at, on or\nunder any property now or previously owned or leased by the Company or any of\nits Subsidiaries which, with the passage of time, or the giving of notice or\nboth, are likely to have a Material Adverse Effect.\n\n\n                                      -43\n\n\n         6.13 Labor Matters. Except as set forth on Schedule 6.13, there are no\nstrikes or other labor disputes or grievances or charges or complaints with\nrespect to any employee or group of employees pending or, to the knowledge of\nthe Company, threatened against the Company or any Restricted Subsidiary which\nare likely to have a Material Adverse Effect.\n\n         6.14 ERISA Plans. During the twelve-consecutive-month period prior to\nthe Closing Date, no steps have been taken to terminate any Pension Plan (other\nthan a standard termination as defined in Section 4041(b) of ERISA for which a\ncommitment to make the terminating Pension Plan sufficient is not required), and\nno contribution failure has occurred with respect to any Pension Plan sufficient\nto give rise to a Lien under Section 302(f) of ERISA. Other than liability for\nbenefit payments or contributions in the ordinary course, no condition exists or\nevent or transaction has occurred with respect to any Plan which is likely to\nresult in the incurrence by the Company or any member of the Controlled Group of\nany material liability, fine or penalty. Each Plan complies with the applicable\nprovisions of ERISA and the Code, except where such non-compliance is not likely\nto have a Material Adverse Effect. Except as disclosed on Schedule 6.14, neither\nthe Company nor any Subsidiary of the Company has any material contingent\nliability with respect to any post-retirement benefit under a Welfare Plan,\nother than liability for continuation coverage described in Part 6 of Subtitle B\nof Title I of ERISA.\n\n         6.15 Y2K Review. On the basis of a comprehensive review and assessment\nof the Company's and its Subsidiaries' systems and equipment and due inquiry\nmade of the Company's and its Subsidiaries' material suppliers, vendors and\ncustomers, the Company's Responsible Officers are of the view that the \"Year\n2000 problem\" (i.e., the inability of computers, as well as embedded microchips\nin non-computing devices, to perform properly date-sensitive functions with\nrespect to certain dates prior to and after December 31, 1999), including costs\nof remediation, will not result in a Material Adverse Effect. The Company and\nits Subsidiaries have developed feasible contingency plans adequately to ensure\nuninterrupted and unimpaired business operation in the event of failure of their\nown or a third party's systems or equipment due to the Year 2000 problem,\nincluding those of vendors, customers and suppliers, as well as a general\nfailure of or interruption in its communications and delivery infrastructure.\n\n         6.16 Swap Obligations. Neither the Company nor any of its Subsidiaries\nhas incurred any outstanding obligations under any Swap Contracts, other than\nPermitted Swap Obligations. The Company has undertaken its own independent\nassessment of its consolidated assets, liabilities and commitments and has\nconsidered appropriate means of mitigating and managing risks associated with\nsuch matters and has not relied on any swap counterparty or any Affiliate of any\nswap counterparty in determining whether to enter into any Swap Contract.\n\n         6.17 Full Disclosure. None of the representations or warranties made by\nthe Company or any Restricted Subsidiary in the Loan Documents as of the date\nsuch representations and warranties are made or deemed made, and none of the\nstatements contained in any exhibit, report, statement or certificate furnished\nby or on behalf of the Company or any Restricted Subsidiary in connection with\nthe Loan Documents (including the offering and disclosure materials delivered by\nor on behalf of the Company to the Lenders prior to the Closing Date), contains\nany untrue statement of a material fact or omits any material fact required to\nbe stated therein or otherwise necessary to make the statements made therein, in\nlight of the circumstances under which they are made, not misleading as of the\ntime when made or delivered.\n\n                                   ARTICLE 7\n                              CONDITIONS PRECEDENT\n\n                                      -44\n\n\n         7.01 Conditions Precedent to the First Loan. The obligation of each\nLender to make its initial Loan and the obligation of the Issuing Bank to Issue\nits initial Letter of Credit is subject to the satisfaction of the condition\nprecedent that the Agent shall have received the following, each, unless\notherwise specified below, dated as of the Closing Date, in form and substance\nsatisfactory to the Agent and its counsel:\n\n         (a) Board Resolutions; Incumbency Certificates. A certificate of the\nSecretary or an Assistant Secretary of each Loan Party certifying (i) the\nresolutions of the Board of Directors of such Loan Party approving each Loan\nDocument to which such Loan Party is a party and the transactions contemplated\nhereby and thereby, (ii) all documents evidencing other necessary corporate\naction, if any, by each Loan Party with respect to each Loan Document and (iii)\nthe names and signatures of the officers authorized to act with respect to each\nLoan Document executed by it, upon which certificate the Agent and each Lender\nmay conclusively rely until they shall have received a further certificate of\nthe Secretary or Assistant Secretary of such Loan Party canceling or amending\nsuch prior certificate;\n\n         (b) Articles of Incorporation; By-Laws and Good Standing. Each of the\nfollowing documents:\n\n              (i) the articles or certificate of incorporation of each Loan\n         Party as in effect on the Closing Date, certified (A) by the Secretary\n         of State of the state of incorporation of such Loan Party as of a date\n         reasonably close to the Closing Date, and (B) by the Secretary or an\n         Assistant Secretary of such Loan Party as of the Closing Date, and the\n         by-laws of each Loan Party, as in effect on the Closing Date, certified\n         by the Secretary or an Assistant Secretary of such Loan Party as of the\n         Closing Date; and\n\n              (ii) a good standing certificate for each Loan Party from the\n         Secretary of State of the state of incorporation of such Loan Party as\n         of a date reasonably close to the Closing Date;\n\n         (c) Subsidiary Guaranty. A guaranty, duly executed by each Principal\nSubsidiary, in substantially the form of Exhibit 7.01(c) (the \"Subsidiary\nGuaranty\");\n\n         (d) Legal Opinion. A favorable opinion addressed to the Agent and all\nLenders from counsel to the Company and its Subsidiaries, in substantially the\nform of Exhibit 7.01(d) (which opinion the Company and its Subsidiaries hereby\nexpressly instruct such counsel to prepare and deliver);\n\n         (e) Contribution Agreement. A duly executed copy of the Contribution\nAgreement, in substantially the form of Exhibit 7.01(e) (the \"Contribution\nAgreement\"); and\n\n\n                                      -45\n\n\n         (f) Termination of the 1996 Credit Agreement. Evidence satisfactory to\nthe Agent that the 1996 Credit Agreement and the commitments of the lenders\nthereunder shall have been terminated and all committed loans owing to the\nlenders thereunder shall have been paid in full; provided, however, that the\nobligations of the Company with respect to the 1996 Facility Bid Loans\noutstanding on the Closing Date shall survive the termination of the 1996 Credit\nAgreement and such 1996 Facility Bid Loans shall be repaid when due in\naccordance with their respective terms.\n\n         7.02 Additional Conditions Precedent to the First Loan. The obligation\nof each Lender to make its initial Loan and the obligation of the Issuing Bank\nto Issue its initial Letter of Credit is subject to the further conditions\nprecedent that:\n\n         (a) No Material Adverse Effect. Since December 31, 1998, there shall\nhave been no Material Adverse Effect and no development which is likely to have\na Material Adverse Effect, except as reflected in the Company's periodic reports\nfiled with the Securities and Exchange Commission prior to the Closing Date.\n\n         (b) Margin Regulations. All Loans made by the Lenders shall be in full\ncompliance with all applicable Requirements of Law, including Regulations T, U\nand X of the Federal Reserve Board.\n\n         (c) Fees Costs and Expenses. The Company shall have paid all fees\nreferred to in Section 4.01 to the extent then due and payable and all\nreasonable costs and expenses referred to in Section 12.04 (including legal fees\nand expenses) and any indemnity pursuant to Section 12.05 which, in each case,\nmay be then due and payable.\n\n         (d) Company Officer's Certificate. The Company shall have delivered to\nthe Agent a certificate from a Responsible Officer of the Company in\nsubstantially the form of Exhibit 7.02(d) as to the satisfaction of the\nconditions set forth in this Section 7.02 and to the effect that on the Closing\nDate, the representations and warranties contained in Article 6 are correct.\n\n         (e) North American Timber Agreement. All conditions precedent described\nin Sections 7.01 and 7.02 of the North American Timber Agreement shall have been\nsatisfied.\n\n         7.03 Conditions Precedent to Each Committed Loan and Letter of Credit.\nThe obligation of each Lender to make any Committed Loan (including its initial\nCommitted Loan) and the obligation of the Issuing Bank to Issue any Letter of\nCredit (including the initial Letter of Credit) shall be subject to the further\nconditions precedent that:\n\n         (a) Notice of Borrowing. The Agent shall have received a Notice of\nBorrowing as required by Section 2.02 or in the case of any Issuance of any\nLetter of Credit, the Issuing Bank and the Agent shall have received an L\/C\nApplication or L\/C Amendment Application, as required under Section 3.02.\n\n         (b) Accuracy of Representations; No Default; Etc. The following\nstatements shall be true on the date of each Committed Loan or Issuance Date, as\nthe case may be, before and after giving effect thereto:\n\n              (i) The representations and warranties contained in Article 6 are\n         correct on and (except for representations and warranties relating\n         solely to a particular point in time and, after the initial Committed\n         Borrowing, other than under Section 6.05(b)) as of such date as though\n         made on and as of such date; and\n\n\n                                      -46\n\n\n              (ii) No Default or Event of Default has occurred and is continuing\n         or would result from such Committed Loan being made or Letter of Credit\n         being Issued on such date.\n\n         (c) Other Assurances. The Agent shall have received such other\napprovals, opinions or documents as any Lender through the Agent may reasonably\nrequest related to the transactions contemplated hereby.\n\n         7.04 Conditions Precedent to Each Bid Borrowing. The obligation of each\nLender which is to make a Bid Loan in connection with a Bid Borrowing (including\nthe initial Bid Borrowing) to make such Bid Loan shall be subject to the further\nconditions precedent:\n\n         (a) Promissory Notes. If so requested by such Lender, the Company shall\nhave delivered to such Lender a promissory note in the form of Exhibit 2.05(c)\nevidencing the Indebtedness of the Company in respect of such Bid Loan.\n\n         (b) Accuracy of Representations; No Default; Etc. The following\nstatements shall be true on the date of each Bid Borrowing, before and after\ngiving effect thereto and to the application of the proceeds from the Bid Loans\nbeing made on such date:\n\n              (i) The representations and warranties contained in Article 6 are\n         correct on and (except for representations and warranties relating\n         solely to a particular point in time and other than under Section\n         6.05(b) as of such date as though made on and as of such date; and\n\n              (ii) No Default or Event of Default has occurred and is continuing\n         or would result from such Bid Loan being made on such date.\n\n                                   ARTICLE 8\n                              AFFIRMATIVE COVENANTS\n\n         The Company agrees that as long as the obligations of the Lenders to\nmake Loans shall remain in effect or any Letter of Credit remain outstanding and\nuntil all Obligations shall have been paid or performed in full, unless the\nRequired Lenders shall otherwise consent in writing:\n\n\n                                      -47\n\n\n         8.01 Application of Proceeds. The Company will apply the proceeds of\nthe Loans for general corporate purposes.\n\n         8.02 Compliance with Laws, Etc. The Company will comply, and cause each\nof its Subsidiaries to comply, in all material respects with all applicable\nRequirements of Law except for such non-compliance as is being contested in good\nfaith by appropriate proceedings or is not likely to have a Material Adverse\nEffect.\n\n         8.03 Payment of Taxes, Etc. The Company will pay and discharge, and\ncause each of its Subsidiaries to pay and discharge, before the same shall\nbecome delinquent, all lawful claims and all taxes, assessments and governmental\ncharges or levies except where contested in good faith, by proper proceedings,\nif adequate reserves therefor have been established on the books of the Company\nin accordance with, and to the extent required by, GAAP, or if such non-payment\n(individually and in the aggregate with all other such non-payments) is not\nlikely to have a Material Adverse Effect.\n\n         8.04 Maintenance of Insurance. The Company will maintain, and cause\neach of its Subsidiaries to maintain, insurance with responsible and reputable\ninsurance companies or associations in such amounts and covering such risks as\nis usually carried by companies engaged in similar businesses and owning similar\nproperties in the same general areas in which the Company and such Subsidiaries\noperate; provided, however, that the Company and its Subsidiaries may\nself-insure to the extent that the Company or any such Subsidiary may in its\ndiscretion determine; and provided, further, that the Company may maintain\ninsurance on behalf of any of its Subsidiaries. Without limiting the generality\nof the foregoing, the Company will, and will cause each of its Subsidiaries to,\nmaintain insurance coverages that are at least substantially the same as the\ninsurance coverages maintained on the Closing Date.\n\n         8.05 Preservation of Corporate Existence, Etc. The Company will\npreserve and maintain, and cause each Restricted Subsidiary to preserve and\nmaintain, its corporate existence, rights (charter and statutory), and\nfranchises, except as permitted under Section 9.03 or except to the extent that\nthe failure by the Company or any such Restricted Subsidiary to comply with the\nforegoing is not likely to have a Material Adverse Effect.\n\n         8.06 Access. The Company will from time to time, during normal business\nhours upon reasonable notice, or, if a Default or an Event of Default shall have\noccurred and be continuing, at any time upon notice to an officer of the Company\nhaving at least the rank of Vice President, permit the Agent, any Lender and any\nagent or representative thereof, to examine and make copies of and abstracts\nfrom the records and books of account of, and visit the properties of, the\nCompany and any of its Subsidiaries, and to discuss the affairs, finances and\naccounts of the Company and any of its Subsidiaries with any of their respective\nofficers.\n\n         8.07 Keeping of Books. The Company will keep proper books of record and\naccount, in which full and correct entries, on a consolidated basis for the\nCompany and its Subsidiaries, shall be made of all financial transactions and\nthe assets and business of the Company and its Subsidiaries in accordance with\nGAAP consistently applied.\n\n         8.08 Maintenance of Properties, Etc. The Company will maintain and\npreserve, and cause each of its Subsidiaries to maintain and preserve, all of\nits properties in good repair, working order and condition, and from time to\ntime make or cause to be made all necessary and proper repairs, renewals,\nreplacements and improvements so that the business carried on in connection\ntherewith may be properly and advantageously conducted at all times; provided,\nhowever, that nothing in this Section 8.08 shall\n\n\n                                      -48\n\n\nprevent the Company or any of its Subsidiaries from discontinuing the\nmaintenance or preservation of any of its properties if such discontinuance is,\nin the opinion of the Company, desirable in the conduct of its business and is\nnot likely to have a Material Adverse Effect.\n\n         8.09 Financial Statements. The Company will furnish to the Agent, with\nsufficient copies for the Lenders:\n\n         (a) as soon as available and in any event within 45 days after the end\nof each of the first three quarters of each fiscal year of the Company,\nconsolidated balance sheets of the Company and its Subsidiaries as of the end of\nsuch quarter and the related statements of income and cash flows for such\nquarter and for the period commencing at the end of the previous fiscal year and\nending with the end of such quarter;\n\n         (b) as soon as available and in any event within 90 days after the end\nof each fiscal year of the Company, audited consolidated balance sheets of the\nCompany and its Subsidiaries as of the end of such year and the related\nconsolidated statements of income, changes in shareholders' equity and cash\nflows for the period commencing at the end of the previous fiscal year and\nending with the end of such year; and\n\n         (c) at the same time it furnishes each set of financial statements\npursuant to subsections 8.09(a) and (b), (i) a certificate of a Responsible\nOfficer of the Company to the effect that no Default or Event of Default has\noccurred and is continuing (or if any Default or Event of Default has occurred\nand is continuing, describing the same in reasonable detail and the action which\nthe Company proposes to take with respect thereto) and (ii) a compliance\ncertificate in substantially the form of Exhibit 8.09(c).\n\n         8.10 Reporting Requirements. The Company will furnish to the Agent,\nwith sufficient copies for the Lenders:\n\n         (a) promptly and in any event within three Business Days after the\nCompany becomes aware of the existence of any Default or Event of Default,\nnotice by telephone or facsimile specifying the nature of such Default or Event\nof Default, which notice, if given by telephone, shall be promptly confirmed in\nwriting within five Business Days;\n\n         (b) promptly after the sending or filing thereof, copies of all reports\nwhich the Company sends to its security holders generally and copies of all\nreports and registration statements which the Company or any of its Subsidiaries\nfiles with the Securities and Exchange Commission or any national securities\nexchange (including the Company's Quarterly Report on Form 10-Q and Annual\nReport on Form 10-K);\n\n         (c) promptly but not later than three Business Days after the Company\nbecomes aware of any change by Moody's or S&amp;P in its Debt Rating, notice by\ntelephone or facsimile of such change; and\n\n         (d) such other information respecting the business, prospects,\nproperties, operations or condition, financial or otherwise of the Company or\nany of its Subsidiaries as any Lender through the Agent may from time to time\nreasonably request.\n\n\n                                      -49\n\n\n         8.11 ERISA Plans. The Company will maintain and operate, and cause each\nSubsidiary to maintain and operate, each Plan in material compliance with ERISA\nand the Code and all applicable regulations thereunder.\n\n         8.12 Environmental Compliance; Notice. The Company will, and will cause\neach of its Subsidiaries to:\n\n         (a) endeavor to use and operate all of its facilities and properties in\nsubstantial compliance with all Environmental Laws, keep all necessary permits,\napprovals, certificates, licenses and other authorizations relating to\nenvironmental matters in effect and remain in substantial compliance therewith,\nand handle all Hazardous Materials in substantial compliance with all applicable\nEnvironmental Laws;\n\n         (b) promptly upon receipt of all written claims, complaints, notices or\ninquiries relating to the condition of its facilities and properties or\ncompliance with Environmental Laws, evaluate such claims, complaints, notices\nand inquiries and forward copies of (i) all such claims, complaints, notices and\ninquiries which individually are likely to have a Material Adverse Effect and\n(ii) all such claims, complaints, notices and inquiries, arising from a single\noccurrence which together are likely to have a Material Adverse Effect, and\nendeavor to promptly resolve all such actions and proceedings relating to\ncompliance with Environmental Laws; and\n\n         (c) provide such information and certifications which the Agent may\nreasonably request from time to time to evidence compliance with this Section\n8.12.\n\n         8.13 New Subsidiaries. If the Company or any of its Subsidiaries at any\ntime after the date hereof acquires, forms, or establishes any Principal\nSubsidiary or any Subsidiary becomes a Principal Subsidiary, the Company shall\ncause any such Principal Subsidiary to promptly (a) execute and deliver to Agent\neach of the Subsidiary Guaranty and the Contribution Agreement; and (b) provide\nsuch evidence of due authorization, execution, and delivery of such Loan\nDocuments as the Agent or the Required Lenders may reasonably require.\n\n                                   ARTICLE 9\n                               NEGATIVE COVENANTS\n\n         The Company agrees that as long as the obligations of the Lenders to\nmake Loans shall remain in effect and until all Obligations shall have been paid\nor performed in full, unless the Required Lenders shall otherwise consent in\nwriting:\n\n         9.01 Liens, Etc. The Company shall not create or assume and shall not\npermit any Restricted Subsidiary to create or assume, any Lien upon or with\nrespect to any of its Principal Properties or shares of capital stock or\nIndebtedness of any Restricted Subsidiary, whether now owned or hereafter\nacquired, without making effective provision, and the Company in such case will\nmake or cause to be made effective provision, whereby the Obligations shall be\nsecured by such Lien equally and ratably with any and all other Indebtedness or\nobligations thereby secured, so long as such other Indebtedness or obligations\nshall be so secured; provided, however, that the foregoing shall not apply to\nany of the following:\n\n         (a) Liens existing on the Closing Date and set forth on Schedule 9.01;\n\n\n                                      -50\n\n\n         (b) Liens on any Principal Property acquired, constructed or improved\nafter the date of this Agreement which are created or assumed contemporaneously\nwith, or within 120 days after, or pursuant to financing arrangements for which\na firm commitment is made by a bank, insurance company or other lender or\ninvestor (not including the Company or any Restricted Subsidiary) within 120\ndays after, the completion of such acquisition, construction or improvement to\nsecure or provide for the payment of any part of the purchase price of such\nproperty or the cost of such construction or improvement, or, in addition to\nLiens contemplated by Sections 9.01(c) and 9.01(d), Liens on any Principal\nProperty existing at the time of acquisition thereof; provided, however, that in\nthe case of any such acquisition, construction or improvement the Lien shall not\napply to any property theretofore owned by the Company and\/or one or more\nRestricted Subsidiaries other than, in the case of such construction or\nimprovement, any theretofore unimproved real property on which the property so\nconstructed, or the improvement, is located;\n\n         (c) Liens on property or shares of capital stock or indebtedness of a\ncorporation existing at the time such corporation is merged into or consolidated\nwith the Company or a Restricted Subsidiary or existing at the time of a sale,\nlease or other disposition of the properties of a corporation as an entirety or\nsubstantially as an entirety to the Company, or to a Restricted Subsidiary;\n\n         (d) Liens on property or shares of capital stock of a corporation\nexisting at the time such corporation becomes a Restricted Subsidiary;\n\n         (e) Liens to secure Indebtedness of a Restricted Subsidiary to the\nCompany or one or more Restricted Subsidiaries;\n\n         (f) Liens in favor of the United States of America or any State\nthereof, or any department, agency or political subdivision of the United States\nof America or any State thereof, to secure partial, progress, advance or other\npayments pursuant to any contract or statute or to secure any Indebtedness\nincurred for the purpose of financing all or any part of the purchase price or\nthe cost of constructing or improving the property subject to such Liens;\n\n         (g) Liens on timberlands in connection with an arrangement under which\nthe Company and\/or one or more Restricted Subsidiaries are obligated to cut or\npay for timber in order to provide the lienholder with a specified amount of\nmoney, however determined;\n\n         (h) Liens created or assumed in the ordinary course of the business of\nexploring for, developing or producing oil, gas or other minerals (including in\nconnection with borrowings of money for such purposes) on, or on any interest\nin, or on any proceeds from the sale of, property acquired or held for the\npurpose of exploring for, developing or producing oil, gas or other minerals, or\nproduction therefrom, or proceeds of such production, or material or equipment\nlocated on such property;\n\n         (i) Liens in favor of any customer arising in respect of performance\ndeposits and partial, progress, advance or other payments made by or on behalf\nof such customer for goods produced or to be produced or for services rendered\nor to be rendered to such customer in the ordinary course of business, which\nLiens shall not exceed the amount of such deposits or payments;\n\n         (j) Liens on the property of the Company or any Restricted Subsidiary\nincurred or pledges and deposits made in the ordinary course of business in\nconnection with worker's compensation, unemployment insurance, old-age pensions\nand other social security benefits other than in respect of employer plans\nsubject to ERISA;\n\n\n                                      -51\n\n\n\n         (k) Liens pertaining to receivables or other accounts sold by the\nCompany or any of its Restricted Subsidiaries pursuant to a receivables sale\ntransaction in favor of the purchaser or purchasers of such receivables or other\naccounts;\n\n         (l) purchase money liens or purchase money security interests upon or\nin any other property acquired by the Company or any Restricted Subsidiary in\nthe ordinary course of business to secure the purchase price of such property or\nto secure Indebtedness incurred solely for the purpose of financing the\nacquisition of such property;\n\n         (m) extensions, renewals and replacements of Liens referred to in\nSection 9.01(a) through (l) or this Section 9.01(m), provided, however, that the\nIndebtedness secured thereby shall not exceed the principal amount of the\nIndebtedness so secured at the time of such extension, renewal or replacement,\nand such extension, renewal or replacement shall be limited to all or part of\nthe property or assets which secured the Lien extended, renewed or replaced\n(plus improvements on such property);\n\n         (n) Liens imposed by law, such as workers', materialmen's, mechanics',\nwarehousemen's, carriers', lessors', vendors' and other similar Liens incurred\nby the Company or any Restricted Subsidiary arising in the ordinary course of\nbusiness which secure its obligations to any Person;\n\n         (o) Liens created by or resulting from any litigation or proceedings\nwhich are being contested in good faith by appropriate proceedings; Liens\narising out of judgments or awards against the Company and\/or one or more\nRestricted Subsidiaries with respect to which the Company and\/or such Restricted\nSubsidiary or Restricted Subsidiaries are in good faith prosecuting an appeal or\nproceedings for review; or Liens incurred by the Company and\/or one or more\nRestricted Subsidiaries for the purpose of obtaining a stay or discharge in the\ncourse of any legal proceeding to which the Company and\/or such Restricted\nSubsidiary or Restricted Subsidiaries are a party;\n\n         (p) Liens for taxes, assessments or other governmental charges or\nlevies, either not yet due and payable or to the extent that non-payment thereof\nshall be permitted by Section 7.03, landlord's liens on property held under\nlease and tenants' rights under leases;\n\n         (q) zoning restrictions, easements, licenses, reservations,\nrestrictions on the use of real property or minor irregularities of title\nincident thereto which do not materially impair the value of any parcel of\nproperty material to the operation of the business of the Company and its\nRestricted Subsidiaries taken as a whole or the value of such property for the\npurpose of such business; and\n\n         (r) Liens arising in connection with Sale-Leaseback Transactions\npermitted by Section 9.02.\n\n         9.02 Sale-Leaseback Transactions. The Company shall not, and shall not\npermit any Restricted Subsidiary to, enter into any arrangement with any Person\nproviding for the leasing by the Company and\/or one or more Restricted\nSubsidiaries of any Principal Property (except for temporary leases for a term,\nincluding any renewal thereof, of not more than three years and except for\nleases between the Company and one or more Restricted Subsidiaries or between\nRestricted Subsidiaries) which property has been or is to be sold or transferred\nby the Company and\/or such Restricted Subsidiary or Restricted Subsidiaries to\nsuch Person (a \"Sale-Leaseback Transaction\") unless (a) the Company and\/or such\nRestricted Subsidiary or Restricted Subsidiaries would be entitled to incur\nIndebtedness secured by a Lien on such property without equally and ratably\nsecuring the Obligations pursuant to the provisions of Section 9.01, or (b) the\nCompany shall apply or cause to be applied an amount equal to the Value of such\nSale-Leaseback Transaction within 120 days of the effective date of any\narrangement (i) to the retirement\n\n\n\n                                      -52\n\n\nof Indebtedness for Borrowed Money incurred or assumed by the Company or any\nRestricted Subsidiary (other than indebtedness for borrowed money owed to the\nCompany and\/or one or more Restricted Subsidiaries) which by its terms matures\non, or is extendable or renewable at the option of the obligor to, a date more\nthan 12 months after the date of the incurrence or assumption of such\nindebtedness and which is senior in right of payment to, or ranks pari passu\nwith, the Loans, or (ii) to the purchase of other property which will constitute\n\"Principal Property\" having a fair value in the opinion of the Board of\nDirectors of the Company at least equal to the Value of such Sale-Leaseback\nTransaction, or (c) the Company shall use the net proceeds to repay Loans\nhereunder.\n\n         Notwithstanding the provisions of Sections 9.01 and 9.02, the Company\nand any one or more of its Restricted Subsidiaries may nevertheless create or\nassume Liens which would otherwise require securing of the Obligations under\nsaid provisions, and enter into Sale-Leaseback Transactions without compliance\nwith either Section 9.02(b) or 9.02(c), provided that the aggregate amount of\nall such Liens and Sale-Leaseback Transactions permitted by this Section 9.02 at\nany time outstanding (as measured by the sum of (a) all Indebtedness secured by\nall such Liens then outstanding or to be so created or assumed, but excluding\nsecured Indebtedness permitted under the exceptions in Section 9.01, and (b) the\nValue of all such Sale-Leaseback Transactions then outstanding or to be so\nentered into, but excluding such transactions in which indebtedness is retired\nor property is purchased or Loans are repaid) shall not exceed 10% of Net\nTangible Assets.\n\n\n                                      -53\n\n\n\n         9.03 Mergers, Etc. The Company shall not merge or consolidate with or\ninto, or convey, transfer, lease or otherwise dispose of (whether in one\ntransaction or in a series of transactions) all or substantially all of its\nassets, whether now owned or hereafter acquired, to any Person; provided,\nhowever, that the Company may merge or consolidate with or into any corporation\n(whether or not affiliated with the Company) or convey, transfer, lease or\notherwise dispose of all or substantially all of its assets, to any other\ncorporation (whether or not affiliated with the Company) authorized to acquire\nor operate the same, so long as (a) either (x) in the case of such merger or\nconsolidation, the Company is the surviving corporation or (y) if either (i) in\nthe case of such merger or consolidation, if the Company is not the surviving\ncorporation, or (ii) upon any such conveyance, transfer, lease or other\ndisposition, the surviving or transferee corporation expressly assumes the due\nand punctual payment of all Obligations according to their terms and the due and\npunctual performance and observance of all of the covenants and conditions of\nthis Agreement to be performed by the Company; and (b) after giving effect to\nsuch transaction, no Default or Event of Default exists and the Company or such\nsurviving Person, as applicable, has demonstrated its compliance with Section\n9.08 to the reasonable satisfaction of the Required Lenders.\n\n         9.04 Transactions with Affiliates. The Company shall not enter into or\nbe a party to, or permit any of its Restricted Subsidiaries to enter into or be\na party to, any transaction with any Affiliate of the Company except (a) as may\nbe permitted under Sections 9.01, 9.02, or 9.03 or (b) transactions in the\nordinary course of business which are not likely to have a Material Adverse\nEffect.\n\n         9.05 Accounting Changes. The Company (a) shall not make, or permit any\nof its Subsidiaries to make, any significant change in accounting treatment and\nreporting practices except as permitted or required by GAAP or the Securities\nand Exchange Commission and (b) shall not designate a different fiscal year\nother than a fiscal year that ends on the closest Saturday to December 31 of\neach year.\n\n         9.06 Margin Regulations. The Company shall not use the proceeds of any\nLoan in violation of Regulation T, U or X of the Board of Governors of the\nFederal Reserve System.\n\n         9.07 Negative Pledges, Etc. The Company shall not, and shall not permit\nany Restricted Subsidiary to, enter into any agreement prohibiting compliance by\nthe Company with the provisions of the introduction to Section 9.01 or\nrestricting the ability of the Company or any other Loan Party to amend or\notherwise modify this Agreement or any other Loan Document.\n\n         9.08 Leverage Ratio. The Company shall not permit the ratio of (a)\nFunded Indebtedness on the last day of any fiscal quarter to (b) EBITDA for the\nMeasurement Period ending on such date (in each case calculated on a\nconsolidated basis for the Company and its consolidated Subsidiaries) to be\ngreater than 4.50 to 1.00.\n\n                                   ARTICLE 10\n                                EVENTS OF DEFAULT\n\n         10.01 Events of Default. The term \"Event of Default\" shall mean any of\nthe events set forth in this Section 10.01.\n\n         (a) Non-Payment. The Company shall (i) fail to pay any principal of any\nLoan when the same shall become due and payable; or (ii) fail to pay any\ninterest on any Loan or fail to pay any fee due under this Agreement within\nthree Business Days after the same shall become due and payable; or\n\n\n                                      -54\n\n\n         (b) Representations and Warranties. Any representation or warranty made\nby the Company in this Agreement or by any Loan Party in any other Loan Document\nor in any certificate, document or financial or other statement delivered at any\ntime under or in connection with this Agreement or any other Loan Document shall\nprove to have been incorrect or untrue in any material respect when made or\ndeemed made; or\n\n         (c) Specific Defaults. The Company shall fail to perform or observe any\nterm, covenant or agreement contained in Sections 8.01, 8.05, 8.06 or 8.10(a) or\nArticle 9; or\n\n         (d) Other Defaults. The Company shall fail to perform or observe any\nother term or covenant contained in this Agreement or any Loan Party shall fail\nto perform any other term or covenant in any other Loan Document, and such\nDefault shall continue unremedied for a period of 30 days after the date upon\nwhich written notice thereof shall have been given to the Company by the Agent;\nor\n\n         (e) Default under Other Agreements. Any default shall occur and be\ncontinuing under the terms applicable to:\n\n              (i) any Funded Indebtedness or any Indebtedness or items of\n         Indebtedness of the Company or any of its Subsidiaries (other than\n         under this Agreement or any other Loan Document) which Funded\n         Indebtedness or Indebtedness, as the case may be, has an aggregate\n         outstanding principal amount of $75,000,000 or more, or\n\n              (ii) under one or more Swap Contracts of the Company or any of its\n         Subsidiaries resulting in aggregate Swap Termination Values of the\n         Company and its Subsidiaries of $75,000,000 or more and,\n\nin either of the above cases, such default shall:\n\n                   (A) consist of the failure to pay such Indebtedness or such\n              net obligations when due (whether at scheduled maturity, upon\n              early termination, by required prepayment, acceleration, demand or\n              otherwise) after giving effect to any applicable grace period; or\n\n                   (B) result in, or continue unremedied and unwaived for a\n              period of time sufficient to permit, the acceleration of such\n              Indebtedness or the early termination of any such Swap Contract;\n              or\n\n         (f) Bankruptcy or Insolvency. The Company or any Restricted Subsidiary\nshall:\n\n              (i) generally fail to pay, or admit in writing its inability to\n         pay, its debts as they become due;\n\n              (ii) commence a voluntary case or other proceeding seeking\n         liquidation, reorganization or other relief with respect to itself or\n         its debts under any bankruptcy, insolvency or other similar law now or\n         hereafter in effect;\n\n              (iii) seek the appointment of a trustee, receiver, liquidator,\n         custodian or other similar official of it or any substantial part of\n         its property or consent to any such relief or to the appointment of or\n         taking possession by any such official in an involuntary case or other\n         proceeding commenced against it;\n\n\n                                      -55\n\n\n              (iv) make a general assignment for the benefit of creditors; or\n\n              (v) take any corporate action to authorize any of the foregoing;\n         or\n\n         (g) Involuntary Proceedings. An involuntary case or other proceeding\nshall be commenced against the Company or any Restricted Subsidiary seeking\nliquidation, reorganization or other relief with respect to it or its debts\nunder any bankruptcy, insolvency or other similar law now or hereafter in effect\nor seeking the appointment of a trustee, receiver, liquidator, custodian or\nother similar official of it or any-substantial part of its property, and such\ninvoluntary case or other proceeding shall remain undismissed and unstayed for a\nperiod of 60 days; or an order for relief shall be entered against the Company\nor any Restricted Subsidiary under the federal bankruptcy laws as now or\nhereafter in effect; or\n\n         (h) Monetary Judgments. One or more judgments or orders for the payment\nof money exceeding in the aggregate $75,000,000 shall be rendered against the\nCompany or any of its Subsidiaries and either (i) enforcement proceedings shall\nhave been initiated by any creditor upon such judgment or order or (ii) such\njudgment or order shall continue unsatisfied or unstayed for a period of 30\ndays; or\n\n         (i) Pension Plans. Any of the following events shall occur with respect\nto any Pension Plan:\n\n              (i) the institution of any steps by the Company, any member of its\n         Controlled Group or any other Person to terminate a Pension Plan if, as\n         a result of such termination, the Company or any such member could\n         reasonably expect to be required to make a contribution to such Pension\n         Plan, or could reasonably expect to incur a liability or obligation to\n         such Pension Plan or the PBGC, in excess of $75,000,000; or\n\n              (ii) a contribution failure occurs with respect to any Pension\n         Plan which gives rise to a Lien under Section 302(f) of ERISA with\n         respect to a liability or obligation in excess of $75,000,000; or\n\n         (j) Change in Control. The acquisition by any Person or group (within\nthe meaning of Rule 13d-5 of the Securities and Exchange Commission under the\nSecurities Exchange Act of 1934), or two or more Persons acting in concert, of\nbeneficial ownership (within the meaning of Rule 13d-3 of the Securities and\nExchange Commission under the Securities Exchange Act of 1934) of either (i)\n33-1\/3% or more of the outstanding shares of voting stock of the Company or (ii)\nthe power to direct or cause the direction of the management and policies of the\nCompany, whether through the ownership of voting securities, by contract or\notherwise; or\n\n         (k) Impairment of Certain Documents. Except as otherwise expressly\npermitted in any Loan Document, any of the Loan Documents shall terminate or\ncease in whole or in part to be the legally valid, binding, and enforceable\nobligation of the relevant Loan Party, or such Loan Party or any Person acting\nfor or on behalf of any Loan Party, contests such validity, binding effect or\nenforceability, or purports to revoke any Loan Document; or\n\n         (l) North American Timber Agreement. An \"Event of Default\" shall exist\nas defined in the North American Timber Agreement.\n\n\n\n                                      -56\n\n\n         10.02 Remedies. If any Event of Default shall have occurred and be\ncontinuing:\n\n         (a) The Agent shall at the request of, or may with the consent of, the\nRequired Lenders, declare the Commitments and the commitment of the Issuing Bank\nto Issue Letters of Credit to be terminated, whereupon the Commitments and such\ncommitment shall forthwith be terminated; and\/or\n\n         (b) The Agent shall at the request of, and may with the consent of, the\nRequired Lenders, declare an amount equal to the maximum aggregate amount that\nis or at any time thereafter may become available for drawing under any\noutstanding Letters of Credit (whether or not any beneficiary shall have\npresented, or shall be entitled at such time to present, the drafts or other\ndocuments required to draw under such Letters of Credit) to be immediately due\nand payable, which amount the Company shall immediately Cash Collateralize in\nfull, and declare the unpaid principal amount of all outstanding Loans, all\ninterest accrued and unpaid thereon and all other Obligations payable hereunder\nor under any other Loan Document to be immediately due and payable, whereupon\nthe Loans, all such interest and all such Obligations shall become and be\nforthwith due and payable without presentment, demand, protest or other notice\nof any kind, all of which are hereby expressly waived by the Company; and\/or\n\n         (c) The Agent shall at the request of, and may with the consent of, the\nRequired Lenders, exercise all rights and remedies available to it as Agent\nunder any Loan Document;\n\nprovided, however, that upon the occurrence of any Event of Default specified in\nSection 10.01(f)(ii) or Section 10.01(g) or in the event of an actual or deemed\nentry of an order for relief with respect to the Company or any of its\nSubsidiaries under any bankruptcy, insolvency or other similar law now or\nhereafter in effect, the Commitments and the commitment of the Issuing Bank to\nIssue Letters of Credit shall automatically terminate and the unpaid principal\namount of all outstanding Loans and all interest accrued thereon and all other\nObligations shall automatically become due and payable without further action of\nthe Agent or any Lender.\n\n                                   ARTICLE 11\n                                    THE AGENT\n\n         11.01 Appointment. Each Lender hereby irrevocably appoints, designates\nand authorizes the Agent to take such action on its behalf under the provisions\nof this Agreement and each other Loan Document and to exercise such powers and\nperform such duties as are expressly delegated to it by the terms of this\nAgreement or any other Loan Document, together with such powers as are\nreasonably incidental thereto. Notwithstanding any provision to the contrary\ncontained elsewhere in this Agreement or in any other Loan Document, the Agent\nshall not have any duties or responsibilities except those expressly set forth\nherein or any fiduciary relationship with any Lender, and no implied covenants,\nfunctions, responsibilities, duties, obligations or liabilities shall be read\ninto this Agreement or any other Loan Document or otherwise exist against the\nAgent. Without limiting the generality of the foregoing sentence, the use of the\nterm \"agent\" in this Agreement with reference to the Agent is not intended to\nconnote any fiduciary or other implied (or express) obligations arising under\nagency doctrine of any applicable law. Instead, such term is used merely as a\nmatter of market custom, and is intended to create or reflect only an\nadministrative relationship between independent contracting parties.\n\n         The Issuing Bank shall act on behalf of the Lenders with respect to any\nLetters of Credit Issued by it and the documents associated therewith until such\ntime and except for so long as the Agent may agree at the request of the\nRequired Lenders to act for such Issuing Bank with respect thereto; provided,\nhowever, that the Issuing Bank shall have all of the benefits and immunities (i)\nprovided to the Agent in\n\n\n\n                                      -57\n\n\nthis Article 11 with respect to any acts taken or omissions suffered by the\nIssuing Bank in connection with Letters of Credit Issued by it or proposed to be\nIssued by it and the application and agreements for letters of credit pertaining\nto the Letters of Credit as fully as if the term \"Agent\", as used in this\nArticle 11, included the Issuing Bank with respect to such acts or omissions,\nand (ii) as additionally provided in this Agreement with respect to the Issuing\nBank.\n\n         11.02 Delegation of Duties. The Agent may execute any of its duties\nunder this Agreement or any other Loan Document by or through its employees,\nagents or attorneys-in-fact and shall be entitled to advice of counsel\nconcerning all matters pertaining to such duties.\n\n         11.03 Liability of Agent. None of the Agent-Related Persons shall be\n(a) liable for any action taken or omitted to be taken by any of them under or\nin connection with this Agreement or any other Loan Document (except for its own\ngross negligence or willful misconduct) or (b) responsible in any manner to any\nof the Lenders for any recital, statement, representation or warranty made by\nthe Company or any of its officers contained in this Agreement or by any Loan\nParty or any officer of any thereof in any other Loan Document or in any\ncertificate, report, statement or other document referred to or provided for in,\nor received by the Agent under or in connection with, this Agreement or any\nother Loan Document or for the value of any collateral or the validity,\neffectiveness, genuineness, enforceability or sufficiency of this Agreement or\nany other Loan Document or for any failure of the Company or any other Loan\nParty to perform its obligations hereunder or thereunder. No Agent-Related\nPerson shall be under any obligation to any Lender to ascertain or to inquire as\nto the observance or performance of any of the agreements contained in, or\nconditions of, this Agreement or any other Loan Document or to inspect the\nproperties, books or records of the Company or any of its Subsidiaries.\n\n         11.04 Reliance by Agent.\n\n         (a) The Agent shall be entitled to rely, and shall be fully protected\nin relying, upon any writing, resolution, notice, consent, certificate,\naffidavit, letter, facsimile, or telephone message, statement or other document\nor conversation believed by it to be genuine and correct and to have been\nsigned, sent or made by the proper Person or Persons and upon any advice and\nstatements of legal counsel (including counsel to the Company), independent\naccountants and other experts selected by the Agent. The Agent shall be fully\njustified in failing or refusing to take any action under this Agreement or any\nother Loan Document unless it shall first receive such advice or concurrence of\nthe Required Lenders as it deems appropriate and, if it so requests, it shall\nfirst be indemnified to its satisfaction by the Lenders against any and all\nliability and expense which may be incurred by it by reason of taking or\ncontinuing to take any such action. Except to the extent expressly provided in\nSection 12.02, the Agent shall in all cases be fully protected in acting, or in\nrefraining from acting, under this Agreement or any other Loan Document in\naccordance with a request or the consent of the Required Lenders and such\nrequest or consent and any action taken or failure to act pursuant thereto shall\nbe binding upon all the Lenders and all future holders of the Loans or any\nportion thereof.\n\n         (b) For purposes of determining compliance with the conditions\nspecified in Sections 7.01 and 7.02, each Lender shall be deemed to have\nconsented to, approved or accepted or to be satisfied with each document or\nother matter required thereunder to be consented to or approved by or acceptable\nor satisfactory to the Lenders unless an officer of the Agent responsible for\nthe transactions contemplated by the Loan Documents shall have received notice\nfrom such Lender prior to the initial Borrowing specifying its objection thereto\nand either such objection shall not have been withdrawn by notice to the Agent\nto that effect or such Lender shall not have made available to the Agent such\nLender's Commitment Percentage of such Borrowing.\n\n\n                                      -58\n\n\n\n         11.05 Notice of Default. The Agent shall not be deemed to have\nknowledge or notice of the occurrence of any Default or Event of Default, except\nwith respect to defaults in the payment of principal, interest and fees payable\nto the Agent for the account of the Lenders, unless the Agent shall have\nreceived notice from a Lender or the Company referring to this Agreement or any\nother Loan Document, describing such Default or Event of Default and stating\nthat such notice is a \"notice of default\". In the event that the Agent receives\nsuch a notice, the Agent shall give notice thereof to the Lenders. The Agent\nshall take such action with respect to such Default or Event of Default as shall\nbe requested by the Required Lenders in accordance with Article 10; provided,\nhowever, that unless and until the Agent shall have received any such request\nfrom the Required Lenders, the Agent may (but shall not be obligated to) take\nsuch action, or refrain from taking such action, with respect to such Default or\nEvent of Default as it shall deem advisable in the best interests of the\nLenders.\n\n         11.06 Credit Decision. Each Lender expressly acknowledges that no\nAgent-Related Person has made any representation or warranty to it and that no\nact by the Agent hereinafter taken, including any review of the affairs of the\nCompany and its Subsidiaries, shall be deemed to constitute any representation\nor warranty by any Agent-Related Person to any Lender. Each Lender represents to\nthe Agent that it has, independently and without reliance upon any Agent-Related\nPerson and based on such documents and information as it has deemed appropriate,\nmade its own appraisal of and investigation into the business, prospects,\nproperties, operations or condition, financial or otherwise, and\ncreditworthiness of the Company and its Subsidiaries and made its own decision\nto enter into this Agreement and extend credit to the Company hereunder. Each\nLender also represents that it will, independently and without reliance upon any\nAgent-Related Person and based on such documents and information as it shall\ndeem appropriate at the time, continue to make its own credit analysis,\nappraisals and decisions in taking or not taking action under this Agreement,\nand to make such investigations as it deems necessary to inform itself as to the\nbusiness, prospects, properties, operations or condition, financial or\notherwise, and creditworthiness of the Company and its Subsidiaries. Except for\nnotices, reports and other documents expressly required to be furnished to the\nLenders by the Agent hereunder, no Agent-Related Person shall not have any duty\nor responsibility to provide any Lender with any credit or other information\nconcerning the business, prospects, properties, operations or condition,\nfinancial or otherwise, and creditworthiness of the Company and its Subsidiaries\nwhich may come into the possession of any Agent-Related Person.\n\n         11.07 Indemnification. The Lenders agree to indemnify the Agent-Related\nPerson (to the extent not reimbursed by or on behalf of the Company and without\nlimiting the obligation of the Company to do so), ratably according to the\nrespective amounts of their outstanding Loans, or, if no Loans are outstanding,\ntheir Commitments, from and against any and all liabilities, obligations,\nlosses, damages, penalties, actions, judgments, suits, costs, expenses and\ndisbursements of any kind whatsoever which may at any time (including at any\ntime after the repayment of the Loans and all other Obligations) be imposed on,\nincurred by or asserted against any Agent-Related Person in any way relating to\nor arising out of this Agreement or any other Loan Document or any document\ncontemplated by or referred to herein or therein or the transactions\ncontemplated hereby or thereby or any action taken or omitted by any\nAgent-Related Person under or in connection with any of the foregoing; provided,\nhowever, that no Lender shall be liable for the payment to any Agent-Related\nPerson of any portion of such liabilities, obligations, losses, damages,\npenalties, actions, judgments, suits, costs, expenses or disbursements resulting\nsolely from any Agent-Related Person's gross negligence or willful misconduct.\nWithout limiting the generality of the foregoing, each Lender agrees to\nreimburse the Agent-Related Persons promptly upon demand for its ratable share\nof any out-of-pocket expenses and reasonable fees of counsel (including the\nallocated cost of in-house counsel) incurred by the Agent-Related Person in\nconnection with the preparation, execution, delivery, administration,\nmodification, amendment or enforcement (whether through negotiation, legal\nproceedings or otherwise) of, or legal advice in respect\n\n\n                                      -59\n\n\nof its or the Lenders' rights or responsibilities under, this Agreement, any\nother Loan Document or any document contemplated by or referred to herein to the\nextent that any Agent-Related Person is not reimbursed for such expenses by or\non behalf of the Company.\n\n         11.08 Agent in Individual Capacity. Bank of America and its Affiliates\nmay make loans to, issue, amend, renew (or participate in) letters of credit for\nthe account of, accept deposits from, acquire equity interests in and generally\nengage in any kind of banking, trust, financial advisory or other business with\nthe Company and its Subsidiaries and their respective Affiliates as though Bank\nof America were not the Agent hereunder. With respect to its Loans, Bank of\nAmerica shall have the same rights and powers under this Agreement as any Lender\nand may exercise the same as though it were not the Agent or the Issuing Bank,\nand the terms \"Lender\" and \"Lenders\" shall include Bank of America in its\nindividual capacity.\n\n         11.09 Successor Agent. The Agent may resign at any time by giving\nwritten notice thereof to the Lenders and the Company and may be removed at any\ntime with or without cause by the Required Lenders. Upon any such resignation or\nremoval, the Required Lenders shall have the right to appoint a successor Agent\nwhich shall be a commercial bank organized, chartered or licensed under the laws\nof the United States of America or of any State thereof having combined capital\nand surplus of at least $500,000,000. If no successor Agent shall have been so\nappointed by the Required Lenders, and shall have accepted such appointment\nwithin 30 days after the notice of resignation or the removal of the retiring\nAgent, then the retiring Agent may, on behalf of the Lenders, with the consent\nof the Company which consent shall not be unreasonably withheld or delayed,\nappoint a successor Agent, which shall be a commercial bank organized or\nchartered under the laws of the United States of America or of any State thereof\nhaving a combined capital and surplus of at least $500,000,000. Upon the\nacceptance of any appointment as Agent hereunder by a successor Agent, such\nsuccessor Agent shall succeed to and become vested with all the rights, powers,\nprivileges and duties of the retiring Agent, and the retiring Agent shall be\ndischarged from its future duties and obligations under this Agreement and the\nother Loan Documents. After any retiring Agent's resignation or removal\nhereunder as Agent, the provisions of this Article 11 and Sections 12.04 and\n12.05 shall inure to its benefit as to any actions taken or omitted to be taken\nby it while it was Agent under this Agreement and the other Loan Documents.\nNotwithstanding the foregoing, however, Bank of America may not be removed as\nthe Agent at the request of the Required Lenders unless Bank of America shall\nalso simultaneously be replaced as \"Issuing Bank\" hereunder pursuant to\ndocumentation in form and substance reasonably satisfactory to Bank of America.\n\n         11.10 Documentation, Co-Syndication, Managing Agents. None of the\nLenders identified on the facing page or signature pages of this Agreement as a\n\"Documentation Agent,\" \"Co-Syndication Agent,\" or \"Managing Agent\" shall have\nany right, power, obligation, liability, responsibility, or duty under this\nAgreement other than those applicable to all Lenders as such. Without limiting\nthe foregoing, none of the Lenders so identified as \"Documentation Agent,\"\n\"Co-Syndication Agent,\" or \"Managing Agent\" shall have or be deemed to have any\nfiduciary relationship with any Lender. Each Lender acknowledges that it has not\nrelied, and will not rely, on any of the Lenders so identified in deciding to\nenter into this Agreement or in taking or not taking action hereunder.\n\n                                   ARTICLE 12\n                                  MISCELLANEOUS\n\n         12.01 Notices, Etc. All notices, requests and other communications\nprovided to any party under this Agreement shall, except as otherwise expressly\nspecified herein, be in writing (including by facsimile) and mailed by overnight\ndelivery, transmitted by facsimile or delivered: if to the Company, to\n\n\n\n                                      -60\n\n\nits address specified on the signature pages hereof; if to any Lender, to its\nDomestic Lending Office specified opposite its name on Schedule 1.01(b); and, if\nto the Agent, to its address specified on the signature pages hereof; or, as to\nthe Company or the Agent, at such other address as shall be designated by such\nparty in a written notice to the other parties and, as to each other party, at\nsuch other address as shall be designated by such party in a written notice to\nthe Company and the Agent. All such notices and communications shall be\neffective, if transmitted by facsimile, when transmitted, or, if mailed by\novernight delivery or delivered, upon delivery, except that (a) notices and\nfacsimile communications to the Agent pursuant to Articles 2 or 11 shall not be\neffective until received by the Agent, (b) any notice by facsimile to the Agent\nmust be confirmed by telephone or mail, and (c) notices pursuant to Article 3 to\nthe Issuing Bank shall not be effective until actually received by the Issuing\nBank at the address specified for the \"Issuing Bank\" on the applicable signature\npage hereof.\n\n         12.02 Amendments, Etc. No amendment or waiver of any provision of this\nAgreement or of any other Loan Document, and no consent to any departure by the\nCompany or any other Loan Party herefrom or therefrom, shall in any event be\neffective unless the same shall be in writing and signed by the Required Lenders\nand, in the case of amendments, the Company, and then any such waiver or consent\nshall be effective only in the specific instance and for the specific purpose\nfor which given; provided, however, that\n\n         (a) no amendment, waiver or consent shall, unless in writing and signed\nby all the Lenders and, in the case of amendments, the Company, do any of the\nfollowing:\n\n              (i) increase the Commitments of the Lenders (other than by\n         assignment); provided, however, that any Lender may increase its own\n         Commitment without the consent of the other Lenders;\n\n              (ii) reduce the principal of, or interest (other than under\n         Section 2.10) on, the Committed Loans or reduce the amount of any fees\n         payable hereunder;\n\n              (iii) postpone any date fixed for any payment of principal of, or\n         interest on, the Committed Loans or any fees payable hereunder;\n\n              (iv) modify any requirement hereunder that any particular action\n         be taken by all of the Lenders or by the Required Lenders or change the\n         percentage of the Commitments or of the aggregate unpaid principal\n         amount of the Loans which shall be required for the Lenders or any of\n         them to take any action hereunder;\n\n              (v) terminate the Subsidiary Guaranty and\/or the Contribution\n         Agreement;\n\n              (vi) amend or waive the provisions of Sections 7.01 or 7.02; or\n\n              (vii) amend this Section 12.02;\n\n         (b) no amendment, waiver or consent which affects the rights or duties\nof the Agent under this Agreement or any other Loan Document shall become\neffective unless signed by the Agent in addition to the Required Lenders or all\nthe Lenders, as the case may be;\n\n         (c) No amendment, waiver or consent which affect the rights or duties\nof the Issuing Bank under the Agreement or any L\/C-Related Document relating to\nany Letter of Credit Issued or to be Issued\n\n\n                                      -61\n\n\n\nby it shall become effective unless signed by the Issuing Bank in addition to\nthe Required Lenders or all the Lenders, as the case may be; and\n\n         (d) no amendment, waiver or consent which affects the principal amount,\nthe rate of interest or the maturity date of any outstanding Bid Loan shall\nbecome effective without the consent of the Agent and the Lender having made\nsuch Bid Loan in addition to the Required Lenders or all the Lenders, as the\ncase may be.\n\n         12.03 No Waiver; Remedies. No failure on the part of any Lender or the\nAgent to exercise, and no delay in exercising, any right, remedy, power or\nprivilege hereunder or under any other Loan Document shall operate as a waiver\nthereof; nor shall any single or partial exercise of any such right, remedy,\npower or privilege preclude any other or further exercise thereof or the\nexercise of any other right, remedy, power or privilege. The remedies herein\nprovided are cumulative and not exclusive of any remedies provided by law.\n\n         12.04 Costs and Expenses. The Company agrees to pay on demand:\n\n         (a) all out-of-pocket costs and expenses incurred by the Agent in\nconnection with the preparation, execution, delivery, administration,\nmodification and amendment of the Loan Documents and any other document to be\ndelivered hereunder or thereunder or in connection with the transactions\ncontemplated hereby or thereby, including the out-of-pocket expenses and\nreasonable fees of counsel for the Agent (including local counsel which may be\nretained by the Agent and the allocated cost of in-house counsel) with respect\nthereto and with respect to advising the Agent as to its rights and\nresponsibilities under the Loan Documents;\n\n         (b) all out-of-pocket costs and expenses incurred by the Agent or any\nLender in connection with the preservation of any rights under any Loan Document\nor in connection with any restructuring or \"work-out\" of any of the Obligations\n(whether through negotiations, legal proceedings or otherwise), including the\nout-of-pocket expenses and reasonable fees of counsel for the Agent (including\nthe allocated cost of in-house counsel);\n\n         (c) all out-of-pocket costs and expenses incurred by the Agent or any\nLender in connection with the enforcement of any of the Obligations, including\nthe out-of-pocket expenses and reasonable fees of counsel for the Agent or such\nLender (including the allocated cost of in-house counsel);\n\n         (d) all out-of-pocket costs and expenses incurred by the Agent in\nconnection with due diligence, transportation, use of computers, duplication,\nsearch reports and all filing and recording fees; and\n\n         (e) to each Lender being replaced pursuant to Section 5.09, the\nreasonable out-of-pocket expenses and reasonable fees of counsel (including the\nallocated cost of in-house counsel) not exceeding $5,000 in connection with such\nreplacement.\n\n         12.05 Indemnity.\n\n         (a) The Company agrees to indemnify and hold harmless the Agent-Related\nPersons, and each Lender and each of their Affiliates and all directors,\nofficers, employees, agents and advisors of all of the foregoing (each, an\n\"Indemnified Party\") from and against any and all claims, actions, proceedings,\nsuits, damages, losses, liabilities, costs, expenses and disbursements,\nincluding the out-of-pocket expenses and reasonable fees of counsel (including\nthe allocated cost of in-house counsel) which may be incurred\n\n\n                                      -62\n\n\n\nby or asserted against any Indemnified Party as a result of any investigation,\nlitigation, suit, action or proceeding (regardless of whether an Indemnified\nParty is a party thereto) arising out of, relating to, or in connection with\nthis Agreement, any other Loan Document or any transaction or proposed\ntransaction (whether or not consummated) financed or to be financed, in whole or\nin part, directly or indirectly, with the proceeds of any Borrowing (other than\ncosts of the type covered by Section 12.04) or any other transaction\ncontemplated hereby; except to the extent such claim, damage, loss, liability,\ncost or expense has resulted primarily from such Indemnified Party's gross\nnegligence or willful misconduct as determined by a final judgment of a court of\ncompetent jurisdiction. Notwithstanding any other provision contained in this\nAgreement, this indemnity shall not be limited in any way by the passage of time\nor the occurrence of any event.\n\n         (b) The Agent, the Arranger and each Lender agree that if any\ninvestigation, litigation, suit, action or proceeding is asserted or threatened\nin writing or instituted against it or any other Indemnified Party, or any\nremedial, removal or response action is requested of it or any other Indemnified\nParty, for which the Agent, the Arranger or any Lender may desire indemnity or\ndefense hereunder, the Agent, the Arranger or such Lender shall promptly notify\nthe Company thereof in writing and agree, to the extent appropriate, to consult\nwith the Company with a view to minimizing the cost to the Company of its\nobligations under this Section 12.05. The Company will not be required to pay\nthe fees and expenses of more than one counsel for the Indemnified Parties\nunless the employment of separate counsel has been authorized by the Company, or\nunless any Indemnified Party reasonably concludes that there may be defenses\navailable to it which are not available to the other Indemnified Parties or that\nthere is a conflict between its interests and those of the other Indemnified\nParties.\n\n         (c) No action taken by legal counsel chosen by the Agent, the Arranger\nor any Lender in defending against any such investigation, litigation, suit,\naction or proceeding or requested remedial, removal or response action shall\nvitiate or in any way impair the obligations and duties of the Company hereunder\nto indemnify and hold harmless each Indemnified Party; provided, however, that\nif the Company is required to indemnify any Indemnified Party pursuant hereto,\nneither the Agent nor the Arranger nor any Lender will settle or compromise any\nsuch investigation, litigation, suit, action or proceeding without the prior\nwritten consent of the Company (which consent shall not be unreasonably withheld\nor delayed) so long as the Company has provided evidence reasonably satisfactory\nto the Agent, the Arranger or such Lender that the Company and its Subsidiaries\non a consolidated basis do not at such time have a negative Net Worth.\n\n         12.06 Right of Set-off. Upon the occurrence and during the continuation\nof any Event of Default, each Lender is hereby authorized at any time and from\ntime to time, to the fullest extent permitted by law, to set off and apply any\nand all deposits in whatever currency (general or special, time or demand,\nprovisional or final) at any time held and other indebtedness at any time owing\nby such Lender to or for the credit or the account of the Company against any\nand all of the Obligations, whether or not such Lender shall have made any\ndemand under this Agreement. Each Lender agrees promptly to notify the Company\nafter any such set-off and application made by such Lender; provided, however,\nthat the failure to give such notice shall not affect the validity of such\nset-off and application. The rights of each Lender under this Section 12.06 are\nin addition to any other right or remedy (including any other right of set-off)\nwhich such Lender may have under applicable law or under any Loan Document.\n\n         12.07 Binding Effect. This Agreement shall become effective when a\ncounterpart hereof shall have been executed by the Agent and counterparts hereof\nexecuted by the Company and each Lender shall have been received by the Agent\nand notice thereof shall have been given by the Agent to the other parties\nhereto and thereafter shall be binding upon and inure to the benefit of the\nCompany, the Agent and\n\n\n                                      -63\n\n\neach Lender and their respective successors and assigns; provided, however, that\n(a) except as permitted under clause (b)(ii) of Section 9.03, the Company may\nnot assign or transfer its rights or obligations hereunder without the prior\nwritten consent of all the Lenders and (b) the rights of assignment and transfer\nof the rights and obligations of the Lenders hereunder are subject to the\nprovisions of Section 12.08.\n\n         12.08 Assignments, Participations, Etc.\n\n         (a) Subject to Sections 12.08(b) and 12.08(e):\n\n              (i) Any Lender may with the prior consent of the Company, the\n         Agent, and the Issuing Bank (which consents will not be unreasonably\n         withheld and which consent of the Company shall not be required if a\n         Default or Event of Default exists) at any time assign to one or more\n         Eligible Assignees all or any fraction of its Commitment and\n         outstanding Committed Loans in a minimum amount of $25,000,000 and in\n         multiples of $1,000,000 in excess thereof or, if its Commitment is less\n         than $25,000,000, in the amount of its Commitment.\n\n              (ii) Any Lender may without the prior consent of the Company\n         assign to another Lender all or any fraction of its Commitment and\n         outstanding Committed Loans in a minimum amount of $5,000,000 and in\n         multiples of $1,000,000 in excess thereof or, if the Commitment is less\n         than $5,000,000, in the amount of its Commitment.\n\n              (iii) Any Lender may at any time assign all or any portion of its\n         rights under this Agreement and any note issued pursuant to Section\n         2.05 to a Federal Reserve Bank; provided, however, that no such\n         assignment shall release any Lender from its obligations hereunder.\n\n              (iv) Any Lender, if so requested by the Company under Section\n         5.09, shall assign to another Eligible Assignee its entire Commitment\n         and all outstanding Committed Loans.\n\n              (v) Except as provided in Section 12.08(a)(iii), no Lender may\n         assign any Bid Loans made by it hereunder except to another Lender or\n         to any other Person to which it is also assigning all or a fraction of\n         its Commitment and outstanding Committed Loans pursuant to Section\n         12.08(a)(i).\n\n         (b) No assignment shall become effective, and the Company and the Agent\nshall be entitled to continue to deal solely and directly with each Lender in\nconnection with the interests so assigned by such Lender to an Assignee, until\n(i) such Lender and such Assignee shall have executed an Assignment and\nAssumption Agreement substantially in the form of Exhibit 12.08(b) and written\nnotice of such assignment, payment instructions, addresses, and related\ninformation with respect to such Assignee shall have been given to the Company\nand the Agent by such Lender and such Assignee, in substantially the form of\nAttachment A to Exhibit 12.08 (a \"Notice of Assignment\"); (ii) a processing fee\nin the amount of $3,500 shall have been paid to the Agent by the assignor Lender\nor the Assignee; and (iii) either (A) five Business Days shall have elapsed\nafter receipt by the Agent of the items referred to in clauses (i) and (ii) or\n(B) if earlier, the Agent has notified the assignor Lender and the Assignee of\nits receipt of the items mentioned in clauses (i) and (ii) and that it has\nacknowledged the assignment by countersigning the Notice of Assignment.\n\n         (c) From and after the effective date of any assignment hereunder, (i)\nthe Assignee thereunder shall be deemed automatically to have become a party\nhereto and, to the extent that rights\n\n                                      -64\n\nand obligations hereunder have been assigned to such Assignee by the assignor\nLender, shall have the rights and obligations of a Lender hereunder and under\neach other Loan Document, and (ii) the assignor Lender, to the extent that\nrights and obligations hereunder have been assigned by it to the Assignee, shall\nbe released from its future obligations hereunder and under each other Loan\nDocument.\n\n         (d) Subject to Section 12.08(e), any Lender may at any time sell to one\nor more financial institutions or other Persons (each of such Persons being\nherein called a \"Participant\") participating interests in any of the Loans, its\nCommitment or other interests of such Lender hereunder; provided, however, that\n\n              (i) no participation contemplated in this Section 12.08(d) shall\n         relieve such Lender from its Commitment or its other obligations\n         hereunder or under any other Loan Document;\n\n              (ii) such Lender shall remain solely responsible for the\n         performance of its Commitment and such other obligations;\n\n              (iii) the Company, the Agent, and the Issuing Bank shall continue\n         to deal solely and directly with such Lender in connection with such\n         Lender's rights and obligations under this Agreement and each other\n         Loan Document; and\n\n              (iv) no Participant, unless such Participant is an Affiliate of\n         such Lender, shall be entitled to require such Lender to take or\n         refrain from taking any action hereunder or under any other Loan\n         Document, except that such Lender may agree with any Participant that\n         such Lender will not, without such Participant's consent, take any\n         action of the type described in Section 12.02.\n\n         The Company acknowledges and agrees that each Participant, for purposes\nof Sections 4.05, 4.06, 5.02, 5.03, 5.05, 5.06 or 12.06, shall be considered a\nLender; provided, however, that for purposes of Sections 4.05, 5.02, 5.03, 5.05\nand 5.06, no Participant shall be entitled to receive any payment or\ncompensation in excess of that to which such Participant's selling Lender would\nhave been entitled with respect to the amount of such Participant's\nparticipation interest if such Lender had not sold such participation interest.\n\n         (e) No assignment (other than an assignment made pursuant to Section\n12.08(a)(iii)) or participation of any Committed Loans, or Commitments shall be\neffective, and shall instead be null and void, unless it represents an\nassignment of or participation in identical percentages of a Lender's\noutstanding Tranche A Loans, Tranche B Loans, Tranche A Commitment, Tranche B\nCommitment, \"Tranche A Loans,\" \"Tranche B Loans,\" \"Tranche A Commitment\" and\n\"Tranche B Commitment\" (as those quoted terms are defined in the North American\nTimber Agreement).\n\n         12.09 Confidentiality. Each Lender agrees that all nonpublic\ninformation provided to it by the Company or by the Agent on behalf of the\nCompany in connection with this Agreement or any other Loan Document or the\ntransactions contemplated hereby or thereby will be held and treated by such\nLender, its agents, directors, Affiliates, officers and employees in confidence\nand further agrees and undertakes that neither it nor any of its Affiliates\nshall use any such information for any purpose or in any manner other than\npursuant to the terms contemplated by this Agreement or relating to other\nbusiness transactions between the Company and such Lender. Any Lender may\ndisclose such information (a) at the request of any bank regulatory authority or\nin connection with an examination of such Lender by any such authority or\nexaminer; (b) pursuant to subpoena or other court process; (c) when required to\ndo so in\n\n\n                                      -65\n\n\naccordance with the provisions of any applicable law; (d) at the written request\nor the express direction of any other agency of any State of the United States\nof America or of any other jurisdiction in which such Lender conducts its\nbusiness; and (e) to such Lender's independent auditors, counsel and other\nprofessional advisors. Notwithstanding the foregoing, the Company authorizes\neach Lender to disclose to any Participant or Assignee and any prospective\nParticipant or Assignee such financial and other information in such Lender's\npossession concerning the Company or its Subsidiaries which has been delivered\nto the Lenders pursuant to this Agreement or any other Loan Document or which\nhas been delivered to the Lenders by the Company in connection with the Lenders'\ncredit evaluation of the Company and its Subsidiaries prior to entering into\nthis Agreement; provided that such Participant or Assignee or prospective\nParticipant or Assignee agrees in writing to such Lender to keep such\ninformation confidential to the same extent as required of the Lenders\nhereunder.\n\n         12.10 Survival. The obligations of the Company under Sections 4.05,\n5.02, 5.03, 5.05, 5.06, 12.04 and 12.05, and the obligations of the Lenders\nunder Sections 4.05(i) and 11.07, shall in each case survive the repayment of\nthe Loans and all other Obligations and the termination of this Agreement and\nthe Commitments; provided, however, that no request for reimbursement pursuant\nto such Sections (other than Sections 12.04(b) and (c) and 12.05) may be made\nmore than six months after the termination of this Agreement and the\nCommitments. The representations and warranties made by the Company in this\nAgreement and by each Loan Party in each other Loan Document shall survive the\nexecution and delivery of this Agreement and such other Loan Document.\n\n         12.11 Severability. Any provision of this Agreement or any other Loan\nDocument which is prohibited or unenforceable in any jurisdiction shall, as to\nsuch jurisdiction, be ineffective to the extent of such prohibition or\nunenforceability without invalidating the remaining provisions of this Agreement\nor affecting the validity or enforceability of such provision in any other\njurisdiction.\n\n         12.12 Headings. The various headings of this Agreement are inserted for\nconvenience only and shall not affect the meaning or interpretation of this\nAgreement or any provisions hereof.\n\n         12.13 No Third Parties Benefited. This Agreement is made and entered\ninto for the sole protection and legal benefit of the Company, the Lenders, the\nAgent and the Agent-Related Persons, and their permitted successors and assigns,\nand no other Person shall be a direct or indirect legal beneficiary of, or have\nany direct or indirect cause of action or claim in connection with, this\nAgreement or any of the other Loan Documents.\n\n         12.14 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED\nIN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.\n\n         12.15 Execution in Counterparts. This Agreement may be executed in any\nnumber of counterparts and by different parties hereto on separate counterparts,\neach of which when so executed shall be deemed to be an original and all of\nwhich taken together shall constitute one and the same agreement.\n\n         12.16 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS\nEMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE COMPANY, THE LENDERS AND\nTHE AGENT AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS AND\nUNDERSTANDINGS OF SUCH PERSONS, VERBAL OR WRITTEN, RELATING TO THE SUBJECT\nMATTER HEREOF EXCEPT FOR THE FEE LETTER AND ANY PRIOR ARRANGEMENTS MADE WITH\nRESPECT TO THE PAYMENT\n\n\n                                      -66\n\n\nBY THE COMPANY OF (OR ANY INDEMNIFICATION FOR) ANY FEES, COSTS OR EXPENSES\nPAYABLE TO OR INCURRED (OR TO BE INCURRED) BY OR ON BEHALF OF THE AGENT OR THE\nLENDERS.\n\n         12.17 WAIVER OF JURY TRIAL. EACH OF THE AGENT, THE LENDERS AND THE\nCOMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY\nHAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING\nOUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.\nTHIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDERS ENTERING\nINTO THIS AGREEMENT.\n\n         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted by their respective officers thereunto duly authorized, as of the date\nfirst above written.\n\n                                       GEORGIA-PACIFIC CORPORATION\n\n\n                                       By:  \/s\/Danny W. Huff\n                                       Name:\n                                       Title:  Vice President and Treasurer\n\n\n                                       BANK OF AMERICA NATIONAL TRUST AND\n                                       SAVINGS ASSOCIATION,\n                                       as Agent, Issuing Bank, and as Lender\n\n\n                                       By:  \/s\/Michael Balok\n                                       Name:\n                                       Title:  Managing Director\n\n\n                                       COMMERZBANK AG,\n                                       NEW YORK BRANCH,\n                                       as Documentation Agent\n\n\n                                       By:  \/s\/Harry P. Yergey\n                                       Name:\n                                       Title:  SVP &amp; Manager\n\n\n                                       By:  \/s\/Brian J. Campbell\n                                       Name:\n                                       Title:  Vice President\n\n\n\n                                      -67\n\n\n                                       THE CHASE MANHATTAN BANK,\n                                       as Co-Syndication Agent\n\n\n                                       By:  \/s\/ Peter S. Predun\n                                       Name:\n                                       Title:  Vice President\n\n\n                                       CITIBANK, N.A.,\n                                       as Co-Syndication Agent\n\n\n                                       By:  \/s\/David L. Harris\n                                       Name:\n                                       Title:  Vice President\n\n\n                                       THE BANK OF NEW YORK,\n                                       as Managing Agent\n\n\n                                       By:  \/s\/David C. Siegel\n                                       Name:\n                                       Title:  Vice President\n\n\n                                       BANK OF TOKYO-MITSUBISHI TRUST COMPANY\n\n\n                                       By:  \/s\/M. R. Marron\n                                       Name:\n                                       Title:  Vice President &amp; Manager\n\n\n                                       CIBC INC.\n\n\n                                       By:  \/s\/Nora Q. Catiis\n                                       Name:\n                                       Title:  Executive Director\n                                               CIBC World Markets Corp. As Agent\n\n\n                                       FIRST NATIONAL BANK OF CHICAGO,\n                                       as Managing Agent\n\n\n                                      -68\n\n\n                                       By:  \/s\/David T. McNeela\n                                       Name:\n                                       Title:  Vice President\n\n\n                                       HSBC BANK USA,\n                                       as Managing Agent\n\n\n                                       By:  \/s\/Jeremy P. Bollington\n                                       Name:\n                                       Title:  Vice President\n\n\n                                       THE SANWA BANK, LIMITED, NEW YORK BRANCH\n\n\n                                       By:  \/s\/Masahito Okubo\n                                       Name:\n                                       Title:  Vice President\n\n\n                                       THE SUMITOMO BANK, LIMITED\n\n\n                                       By:  \/s\/C. Michael Garrido\n                                       Name:\n                                       Title:  Senior Vice President\n\n\n                                       SUNTRUST BANK, ATLANTA,\n                                       as Managing Agent\n\n\n                                       By:  \/s\/W. David Wisdom\n                                       Name:\n                                       Title:  Vice President\n\n\n                                       TORONTO DOMINION (TEXAS), INC.,\n                                       as Managing Agent\n\n\n                                       By:  \/s\/Sheila M. Conley\n                                       Name:\n                                       Title:  Vice President\n\n\n                                      -69\n\n\n                                       UBS AG, STAMFORD BRANCH,\n                                       as Managing Agent\n\n\n                                       By:  \/s\/Paul R. Morrison\n                                       Name:\n                                       Title:  Executive Director\n\n\n                                       By:  \/s\/Andrew N. Taylor\n                                       Name:\n                                       Title:  Associate Director\n\n\n                                       WACHOVIA BANK NA,\n                                       as Managing Agent\n\n\n                                       By:  \/s\/Anne L. Sayles\n                                       Name:\n                                       Title:  Vice President\n\n\n                                      -70\n<\/description><\/sequence><\/type><\/description><\/sequence><\/type><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7633],"corporate_contracts_industries":[9484],"corporate_contracts_types":[9613,9617],"class_list":["post-42405","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-georgia-pacific-corp","corporate_contracts_industries-materials__wood","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42405","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42405"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42405"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42405"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42405"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}